EVERGREEN PROPERTY OWNERS ASSOCIATION, INC.
a nonprofit corporation
ARTICLE I
ADMINISTRATION
(a) The affairs of this corporation shall be administrated by a Board of Directors consisting of not less than (6) six or more than (8) eight and a President who shall act as Chairman. The Board of Governors consisting of three owners, as required by the Declaration of Protective Restrictions Tract No. 2225 recorded October 23, 1962 as instrument No. 98316 of Official Records of, Riverside County, State of California which are attached and made a part of these By-Laws by reference, shall comprise three members of the Board of Directors.
(b) Each member of the Board of Directors shall be entitled to one vote at business meetings except the President whose vote shall only be counted when required to break a tie vote and each member of the Board of Directors shall be a voting member of the corporation and he may be re-elected for additional term or terms. Vacancies for an unexpired term shall be filled by the Board of Directors. There may also be such additional Committees as shall be determined from time to time, including those required by the attached Declaration of Protective Restrictions, consisting of those persons who may be selected therefor, and invited to become members thereof by the Board of Directors.
(c) The Board of Directors shall be elected at the annual general membership meeting. The President shall be elected at the first and each annual meeting thereafter to serve a term of one year. Three of the Board of Directors shall be elected at the first annual general membership meeting and shall serve terms in accordance with the popular vote. The candidate receiving the greatest number of votes shall serve a term of three years, the candidate receiving the second greatest number of votes shall serve a term of two years and the candidate receiving the third greatest number of votes shall serve a term of one year. One Director shall be elected at the second and each annual meeting thereafter and shall serve a term of three years.
The Board of Governors comprising the balance of the Board of Directors shall be elected as required by the attached deeded restrictions. All of the Board of Directors shall serve at the pleasure of the owners as managers of the Evergreen Property Owners Association, Inc., without compensation.
ARTICLE II
OFFICERS
(a)The officers of this corporation shall consist of a President, one or more
Vice-Presidents, a Secretary, a Treasurer, and such additional officers as shall be appointed or elected by the Board of Directors. When the duties of office do not conflict one person other than the President may hold more than one of these offices.
(b)The Board of Directors shall elect all of the officers of the corporation for terms of one (1) year, or until their successors are elected and qualified, except the President who is elected by the general membership, at the first meeting of the Board as soon as is convenient following the annual meeting of the general membership. Officers other than the President need not be members of the Board of Directors. Any officer maybe re-elected. A vacancy in any office of the corporation because of death, resignation, disqualification or otherwise shall be filled by the Board of Directors.
(1) The President shall have general supervision, direction and control of the business and affairs of the corporation, and such other powers and perform such other duties as may be required of him, from time to time, by the Board of Directors. He shall preside at all meetings of the Board and over all annual and special meetings of the general membership.
(2) In the absence of the President, in the order of their seniority, the Vice-President(s) shall perform all the duties and have all the powers of the President, and such other powers and duties as assigned by the directors. Any Vice-President: assuming the powers and duties of the President shall be a member of the Board of Directors.
(3) The Secretary shall keep a record of the proceedings of Board and general membership meetings, keep the corporate Seal, Minute and other books of the corporation except those kept by the Treasurer, and shall make service of such notices as may be necessary and proper on behalf of the corporation as required by law and the By-Laws of the corporation. He shall also discharge such other duties as may be prescribed from time to time by the directors. In case of absence, refusal or inability of the Secretary to act his duties may be performed by any person selected by the directors.
(4) The Treasurer shall prepare and keep a full set of books of account, every detail of the business and the corporation’s accounts and all receipts and disbursements of every name and nature, the amount of cash on hand, the amount of money owed by or to the corporation, and such other information as may be required in the judgment of the Treasurer, pertinent, or such as may be required by the Board. In case of the absence, refusal or inability of the Treasurer to act, his duties may be performed by any qualified person selected by the directors.
(5) The Board of Directors may determine whether any and what compensation shall be paid to each officer who is not a member of the Board for services rendered, and may also appoint such subordinate officers, employees or other agents as may be necessary in it’s judgment for the conduct of the corporation, and prescribe their titles and compensation, if any.
ARTICLE III
POWERS OF DIRECTORS
(a) General Powers of Directors. The Board of Directors shall have the management of the business of the corporation, and subject to restrictions imposed by law, by the Articles of Incorporation or by these By-Laws, may exercise all of the powers of the corporation, invoke and enforce the rules and regulations of the deeded restrictions attached.
(b) Specific Powers of Directors. Without prejudice to such general powers,
it is hereby expressly declared that the directors shall have the following powers, to wit:
To adopt and alter a common Seal of the corporation.
To make and change regulations not inconsistent with these By-Laws, for the management of the corporation’s business and affairs.
(3) To appoint and remove, at pleasure, all officers, agents and employees of the corporation, except the President, and prescribe their duties, fix their compensation, if any, and require from them security for faithful service, if they so deem necessary, and in their discretion, from time to time, to devolve the powers and duties of any- officer upon any other person for the time being.
(4) To appoint, remove or suspend subordinate officers as prescribed in Article II Sec. (b) Para. (5).
(5) To pay for any property purchased by the corporation, either wholly or- partly in money, debentures or other securities of the corporation.
(6) To borrow money and to make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to effectuate the same.
(7) To hold a meeting of the Board, at such time and place as prescribed by the President, following the annual meeting of the general membership, for the election of officers for the ensuing year, and thereafter meetings of the Board at least once each quarter at a time and place prescribed by the
President. A majority of the directors shall constitute a quorum for the transaction of business at all meetings of the Board and the majority of all directors present at any meeting of the Board shall be deemed action taken by the full Board. Directors may not vote by proxy.
(8) To appoint such committee or committees on any subject within the powers of the corporation’s Articles of Incorporation and to define the powers and duties of such committee(s).
(9) To select and designate such bank or trust company as they may deem advisable, as official depository of the funds of the corporation. Such funds shall be withdrawn only on the check of the corporation signed by the President and Treasurer or by such other officers of the corporation as shall, from time to time, be designated and authorized by the Board.
(10) To declare the seat of any director vacant and fill the vacancy if he is absent from more than two (2) consecutive regular meetings without justifiable cause.
(11) Directors shall not receive any compensation for their services as directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
MEMBERSHIP
Each owner of a residence and an undivided interest in the common area of the property described in the deeded restrictions attached shall be a member of this corporation. Owner is defined as that person or persons having the equitable interest in said property whether by virtue of a deed or contract right. There shall be one class of membership, which shall be a full participating membership. Each member shall have equal rights and shall be entitled to one vote at all meetings of the general membership.
ARTICLE V
MEMBERSHIP MEETINGS
All meetings of the general membership shall be held and conducted as provided for in Article V of the deeded restrictions attached.
ARTICLE VI
DUES AND ASSESSMENTS
All dues and assessments shall be as provided for in Article V subparagraph 1 of the deeded restrictions attached.
ARTICLE VII
LIABILITY OF MEMBERS
No member of this corporation shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of this corporation.
ARTICLE VIII
AMENDMENTS
New By-Laws may be adopted or these By-Laws may be amended or repealed by a majority vote of the general membership or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation.
ARTICLE IX
VOTING
Votes may be cast either in person or by proxy at any annual meeting of the general membership. The only business to be conducted at a specially called meeting shall be that contained in the notice thereof, vote by proxy shall be void, only sealed absentee ballots filed with the Secretary before the appointed time of the special meeting, to be opened and tabulated with the votes of those; present when the vote is called for, shall be valid.
ARTICLE X
CERTIFICATE OF MEMBERSHIP
Each member shall receive a certificate of membership and a full set of the By-Laws and Deeded Restrictions, it shall be the responsibility of each individual member to furnish all the particulars contained therein to any future member by right of purchase of his interest. Registration of each new member shall be made with the Secretary of the corporation there shall be a fee of Five ($5.OO) to cover the issuance of a new certificate of membership and set of By-Laws and Deeded Restrictions.
ARTICLE XI
MISCELLANEOUS
(a) The fiscal year of this corporation shall be the calendar year.
(b) The principal office of this corporation shall be established and maintained in the residence of one of the members of this corporation, provided that member occupies the unit that qualifies him for membership as his residence, in Hemet, California.
(c) At the discretion of the Board of Directors the accounts of the Treasurer shall be audited by an independent public accountant at the end of each fiscal year, and at such other times as may be deemed expedient by the Board.
(d) The President and Treasurer shall present an annual report to the Board of Directors and to the members, reviewing the current year’s activities and indicating plans and programs for the future. These reports shall be made to the Board of Directors at it’s last meeting before, and to the membership at, the annual meeting of the general membership.
(e) Any action of the majority of the Board of Directors, although not at a
regularly called meeting, and the record thereof if assented to in writing by
all the other members of the Board of Directors, shall be as valid and
effective in all respects as if passed by the Board of Directors at regular meeting.
(f) The foregoing provisions shall constitute the governing rules and regulations for this corporation except, the attached Declaration of Protective Restrictions shall prevail, where any conflict may exist regarding the properties covered thereby.
[Note: The original document was signed by Willis A. Barnes as Secretary.]