HILLER HIGHLANDS FOUR ASSOCIATION
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BY-LAWS
ARTICLE I - DEFINITIONS
Section 1. Terms Defined.
As used in these By-Laws the following definiti=
ons shall
apply, unless the context otherwise requires.
Articles of Incorporation.
The Articles of Incorporation of this corporati=
on as
the same may be amended from time to time.
Member or Membership.
A member of or membership in this corporation.<= o:p>
Declaration.
Any Declaration of Covenants Conditions and
Restrictions affecting the property over which this corporation has
jurisdiction.
All other terms used herein shall have the mean=
ing
given to them in the Declaration and in the Articles of Incorporation.
ART=
ICLE II
- MEMBERSHIP
=
Section 1.&nbs=
p;
Qualifications.
Qualifications for membership shall be as set f=
orth
in Article VI of the Articles of Incorporation.
Section 2.&nbs=
p;
Membership Certificates=
.
No membership certificates shall be issued by t=
his
corporation. Membership shall=
be
and is limited to such person or persons as are set forth and defined in
Article VI of the Articles of Incorporation.
Section 3.&nbs=
p;
Fees, Dues and Assessments.
Fees, dues and assessments shall be levied and =
collected
as provided in Article IV, V, VI and VII of the Declaration.
Section 1. Annual Meetings. All annual meetings of members sha=
ll be
held on the first Wednesday in April of each year at the hour of 8:00 P.M. =
However
if this day should fall on a legal holiday, the meeting shall be held at the
same time and place on the next succeeding business day that is not a legal
holiday.
At the annual meetings directo=
rs
shall be elected, reports of the officers of the corporation shall be
considered, and any other business may be transacted that is within the pow=
ers
of the members.
Notice of annual meetings, exc=
ept as
required by Section 2201 of the Corporations Code, is expressly dispensed w=
ith.
Section 2. Special Meetings.
Special meetings of the members for any purpose=
or
purposes whatsoever, may be called at any time by the President, by the Boa=
rd
of Directors, or by one or more members holding not less than five percent =
(5%)
of the voting power of the corporation.
Section 3. Notice of Special Meetings.
On request in writing to the President, Vice
President, or Secretary sent by registered mail or delivered to the officer=
in
person, by any persons entitled to call a special meeting of members, the
officer forthwith shall cause notice to be given to the members entitled to
vote that a meeting will be held at a times fixed by the officer, not less =
than
ten or more than a sixty days after the receipt of the request. The purpose of the meeting and the
matters to be considered at the meeting shall be specified in the notice.
=
Notice of a special meeting ma=
y be
delivered personally or by mail. If
by mail, such notice shall be mailed, postage prepaid, to the address of the
member given by such member to the corporation for the purpose of notice, o=
r to
the address of the member's unit if no such address has been given to the
corporation.
=
Notice shall be delivered
personally, or shall be deposited in the mail, at least ten days prior to t=
he
date of the meeting. In case =
of a
meeting called to consider a plan of merger or consolidation, the period sh=
all
be twenty days.
Section 4.&nbs=
p;
Place of Meeting.
Annual meetings and special meetings of the mem=
bers
shall be held at the Highlands Country Club, 110 Hiller Drive, Oakland,
California, provided that the Board of Directors by resolution may designat=
e a place
upon or in the immediate vicinity of the property subject to the jurisdicti=
on
of this corporation or some convenient place within a distance of not more =
than
twenty miles from the principal office of the corporation as the place at w=
hich
any annual or special meeting of the members may be held.
Section 5. Adjourned Meetings.
Any members' meeting, annual or
special, requires the presence of a Quorum. In the absence of a quorum, no bus=
iness
may be transacted except to vote to adjourn. In addition, any members’ me=
eting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote a majority of the voting power present, either in
person or by proxy.
Section 6. Notice of Adjourned Meetings.
Notice of each such adjourned
meeting shall be given in like manner as provided in this Article III except
for special meetings except that the time thereof may be shortened from ten=
to
five days.
Section 7. Voting.
Voting rights of members are as
follows: Members shall be entitled to one vote per residence lot. When more than one person holds an
interest in any residence lot, the vote for such residence lot shall be
exercised as they among themselves determine, but in no event shall more th=
an
one vote be cast with respect to any such lot.
At any election for directors, every member ent=
itled
to vote shall have the right to cast one vote for each director to be
elected. Cumulative voting sh=
all
not be permitted.
The vote at any members' meeting may be by voic=
e or
by ballot; provided, however, that all elections for directors must be by
ballot on demand made by a member at any election before the voting begins.=
The Board of Directors may fix=
a
time not exceeding thirty days preceding the date of any meeting of members=
, as
a record date for the determination of the members entitled to notice of an=
d to
vote at any such meeting and in such case only members of record on the dat=
e so
fixed shall be entitled to notice of and to vote at such meeting. In the event no such record date is
fixed by the Board of Directors the record date for the determination of
members entitled to notice of and to vote at any such meeting shall be the
twentieth day preceding the date of such meeting as of 8:00 A.M. of such da=
y.
Section 8.&nbs=
p;
Address of Members.
It shall be the duty of each member to keep the
corporation advised as to his correct address from time to time. Absent written notice to the contr=
ary,
the address of each member shall be the address of his unit.
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Section 9.&nbs=
p;
Quorum.
Members representing a majorit=
y of
the voting power of this corporation present in person or by proxy shall be
requisite to and shall constitute a quorum at all meetings of the members f=
or
transaction of business, except as otherwise provided by law.
The members present at a duly =
called
or held meeting at which a quorum is present may continue to do business un=
til
adjournment, notwithstanding the withdrawal of enough members to leave less
than a quorum.
Section 10.&nb=
sp;
Consent of Absentees.
The transactions of any meeting of members, how=
ever,
called and noticed, are as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present either in person or by prox=
y,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy signs a written waiver of notice, o=
r a
consent to the holding of the meeting, or an approval of the minutes
thereof. All such waivers,
consents, or approvals shall be filed with the corporate records or made a =
part
of the records of the meeting.
Executors, administrators guardians, trustees, and other fiduciaries
entitled to vote shares may sign such waivers, consents, and approvals.
Section 11. Action Without Meeting.
Any action that under any prov=
isions
of the General Corporation Law of California may be taken at a meeting of t=
he
members, except approval of an agreement for merger or consolidation of the
corporation with other corporations may be taken without a meeting if
authorized by a writing signed by all of the persons who would be entitled =
to
vote upon such an action at a meeting, and filed with the Secretary of the
corporation,
Section 12. Proxies.
Voting can be done by valid proxies. Such proxies shall be in writing, =
signed
and dated by the member or his duly authorized representative and delivered=
to
the Secretary of the Corporation.
Section 1. Powers.
Subject to limitations of the
Articles of Incorporation, of these By-laws, and of the General Non-Profit =
Corporation
Law of California as to actions that must be authorized or approved by the
membership and subject also to all the restrictions, provisions and limitat=
ions
contained in the Declaration, all corporate powers shall be exercised by or
under authority of, and the business and affairs of the corporation shall be
controlled by the Board of Directors.
Section 2. Number of Directors.
The authorized number of direc=
tors
is five. This number may be c=
hanged
by an amendment of the Articles of Incorporation or by an amendment of this
by-law; provided, however, that the authorized number of directors shall in=
no
event be less than three.
Section 3. Election and Term of Office.
The directors shall be elected=
at
each annual members’ meeting.
But, if the annual meeting is not held, or if the directors are not
elected thereat, the directors may be elected at any special meeting of mem=
bers
held for that purpose.
Section 4. Removal and Resignation of Directo=
rs
A. Removals
A.1 Removal by Board
The Board shall have the power=
and
authority to remove a Director and declare his or her office vacant if:
=
a)&n=
bsp;
He
or she has been declared of unsound mind by a final order of court; or
=
b)&n=
bsp;
He
or she has been convicted of a felony; or
=
c)&n=
bsp;
He
or she fails to attend three meetings per year; or
=
d)&n=
bsp;
He
or she is not bondable; or
=
e)&n=
bsp;
He
or she fails or ceases to meet any required qualification of Directors that=
was
in effect at the beginning of that Director’s current term of office.=
A.2 Removal by Membership
If not subject to removal by t=
he
Board as specified in Article IV, Section 4.A.1, a Director may be removed =
from
office prior to expiration of his or her term only by the affirmative vote =
of a
majority of the voting power of the Members represented and voting at a duly
held meeting at which a quorum is present or by written ballot conducted in
accordance with these By-Laws.
4.B. Resignation
A Director may resign office a=
t any
time, effective upon giving written notice to the President or to the Secre=
tary
or to the Board, unless the notice specifies a later time for the resignati=
on
of a Director to be effective. If
the resignation of a Director is effective at a future time, the Board may
elect a successor to take office when the resignation becomes effective.
Section 5. Vacancies.
Any vacancy occurring on the B=
oard
of Directors may be filled by a vote of the majority of the remaining
directors, though they are less than a quorum of the Board, or by a sole
remaining director. A directo=
r so
chosen must be a member of the corporation and shall serve until the next
annual meeting and the election of his successor.
The members may elect a director at any time to=
fill
any vacancy not filled by the directors.&n=
bsp;
If the Board of Directors accepts the resignation of a director tend=
ered
to take effect at a future time, the Board or the members may elect a succe=
ssor
to take office when the resignation becomes effective.
Section 6. Meetings.
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b>Special meetings
Annual Meeting: Without call or notice other than this By-law, the Board of Direct=
ors
shall hold its annual meeting immediately following each annual meeting of
members.
Place of Meetings. The annual meeting s=
hall
be held at the place designated for the annual meeting of the members. Special meetings may be held at the
principal office of the corporation, or at any place designated by resoluti=
on
of the Board of Directors or by written consent of all directors.
Notice. Pursuant to California Civil Code
Section 1363.05(g), or comparable superseding statutue, meetings shall be
noticed as follows:
a) &n=
bsp;
Special
meetings: Written notice of the time and place of special meetings of the B=
oard
of Directors shall be delivered personally to each Director, or sent to each
Director by mail or by other form of written communication at least four da=
ys
before the meeting, except for an emergency meeting, which does not require
four days notice. If the addr=
ess of
a director is not shown on the records and is not readily ascertainable, no=
tice
shall be mailed to him at the city or place in which the meeting of the dir=
ectors
is regularly held.
b) &n=
bsp;
Adjourned
meetings: Notice of the time and place of holding an adjourned meeting need=
not
be given to absent directors if the time and place are fixed at the meeting
adjourned.
c) &n=
bsp;
Notice of =
the
annual meeting is dispensed with.
Waiver of Notice. The transactions of =
any meeting
of the Board of Directors, however called and noticed or wherever held, are=
as
valid as though had at a meeting duly held after regular call and notice, i=
f a
quorum is present, and if either before or after the meeting each of the
directors not present signs a written waiver of notice, a consent to holding
the meeting, or an approval of the minutes thereof. All such Waivers consents, or appr=
ovals
shall be filed with the corporate records or made a part of the minutes of
meeting.
Quorum. A majority of the authorized numbe=
r of
directors constitutes a quorum of the Board for the transaction of
business. Every act or decisi=
on
done or made by a majority of the directors present is the act of the Board=
of
Directors.
Voting. Each director shall have one vote =
at any
meeting.
Adjournment. In the absence of a quorum, a majo=
rity
of the directors present may adjourn from time to time until the time fixed=
for
the next regular meeting of the Board.&nbs=
p;
Notice of the time and place of holding an adjourned meeting of a
meeting heed not be given to absent directors if the time and place are fix=
ed
at the meeting adjourned.
Section 7.
Action Without Meeting.
Any action required or permitted to be taken by the Boar=
d of
Directors under any provision of the General Corporation Law may be taken
without a meeting, if all members of the Board shall individually or
collectively consent In writing to such action, and such written consent is
filed with the minutes of the proceedings of the Board.
Section 7. Compensation.
Directors as such shall not re=
ceive
any salary or compensation for their services as directors; provided, howev=
er,
that nothing herein contained shall be construed to preclude any director f=
rom
serving the corporation in any other capacity and receiving compensation
therefor.
Section 1.
Designation.
The officers of the corporation shall be a President, a =
Vice
President, a Secretary and a Treasurer.&nb=
sp;
The corporation may also have, at the discretion of the Board of
Directors, one or more additional Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such officers as may be
appointed in accordance with the provisions of this Article V. One person may hold two or more of=
fices
except that of President and Secretary.
Section 2.&nbs=
p;
Election.
The officers of the corporation, except as such
officers may be appointed in accordance with the provisions of this Article=
V
hereinafter stated, shall be chosen annually by the Board of Directors
immediately after the regular annual meeting of the membership and each sha=
ll
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.
Section 3.&nbs=
p;
Subordinate Officers.
The Board of Directors may elect or authorize t=
he
appointment of such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in the By-Laws or as the Board of
Directors may from time to time authorize or determine.
Section 4.&nbs=
p;
Removal and Resignation.
A.
Removal
Any officer may be removed, either with or with=
out
cause, by a majority of the directors at any regular or special meeting of =
the
Board, or except in case of any officer chosen by the Board of Directors, b=
y an
officer upon whom such power of removal may be conferred by the Board of
Directors.
B.
Resignation
An officer may resign at any time by giving wri=
tten 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, =
and,
unless other specified therein, the acceptance of such resignation shall no=
t be
necessary to make it effective.
Section 5.&nbs=
p;
Vacancies.
A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled=
in
the manner provided or authorized herein for regular elections or appointme=
nts
to such office.
Section 6.&nbs=
p;
President.
The President shall be the chief executive offi=
cer of
the corporation and shall, subject to control of the Board of Directors, ha=
ve
general supervision, direction, and control of the affairs and other office=
rs
of the corporation. He shall
preside at all meetings of the members and at all meetings of the Board of
Directors and shall have the general powers and duties of management usually
vested in the office of President of a corporation, and shall have such oth=
er
powers and duties as may be prescribed by the Board of Directors and the
By-laws, subject to, however, any limitations contained in the Declaration.=
Section 7.&nbs=
p;
Vice President.
In the absence or disability of the President, =
the
Vice President, or if more than one, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the
Board of Directors shall perform all 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. The Vice
Presidents shall have such other powers and perform such other duties as fr=
om
time to time may be prescribed for them respectively, by the Board of Direc=
tors
or the By-laws.
Section 8.&nbs=
p;
Secretary.
The Secretary shall keep or cause to be kept a =
book
of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors and membership with the t=
ime
and place of the notice thereof given, the names of those present at Direct=
ors'
meetings, the number of memberships and votes present or represented at
members' meetings and all the proceedings thereof. The Secretary shall give or cause =
to be
given notice of all meetings of the members and of the Board of Directors r=
equired
by the By-laws or by law to be given, and shall keep the seal of the
corporation in safe custody and shall have such other powers and perform su=
ch
other duties as may be prescribed by the Board of Directors or by the By-la=
ws. The Secretary shall also issue such
certificates to title insurers as are provided in the Declaration.
Section 9. Treasurer.
The Treasurer shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts=
of
the properties and business transactions of the corporation, including acco=
unts
of its assets, liabilities, receipts, disbursements, gains and losses, The
Treasurer shall also maintain or cause to be maintained complete records of=
all
assessments and charges levied and the liens securing same under and pursua=
nt
to the provisions of the Declaration, the amounts thereof, the properties a=
nd
interests against which the same have been assessed, the dates upon which t=
he
same are due, and upon which the same are delinquent, and a record of the
payments thereof. The Treasur=
er
shall deposit or cause to be deposited all moneys and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by =
the
Board of Directors, shall render to the President and Directors, whenever t=
hey
request, it an account of all his transactions as Treasurer and of the
financial condition of the corporation and shall have such other powers and=
perform
such other duties as may be prescribed by the Board of Directors or by the
By-laws.
Section 10.&nb=
sp;
Insurance.
All officers, jointly and severally, shall be c=
harged
with the duty to maintain in force the insurance coverage as provided in the
Declaration.
Section 11.&nb=
sp;
Indemnification.
The members of the Board of Directors and offic=
ers of
this corporation shall not be liable to any member, or any person claiming =
by
or through any members for any act or omission of such directors or officer=
s in
the performance of their duties except if such act or omission shall involve
gross negligence, bad faith or reckless disregard of their duties. The members of this corporation do
hereby indemnify all its directors and officers from all claims, demands, a=
ctions,
proceedings and any expenses in connection therewith, unless the Directors =
and
Officers are found by a Court or determined by the Members to have acted wi=
th
gross negligence, bad faith or in a reckless disregard of their duties.
Section 1. Contracts.
The Board of Directors may enter into, make, pe=
rform
and carry out contracts of every kind and character for any lawful purpose,
consistent with the status of a nonprofit corporation, with any person or
persons, partnership, firm, association, corporation, private, public or
municipal, any body politic, any state, territory, or municipality of the
United States or with the government of the United States or any department,
branch, board, commission or contracting authority thereof or with any fore=
ign
government including the right to make agreements with municipal county, st=
ate,
national or other public officials or with any political subdivision or any
corporation or individual for and on behalf of the owners of the property
covered by the Declaration and other property owned or subject to the
jurisdiction of the corporation for a division of the work or the doing of =
the
work on the streets, roads, ways, walks, drives, driveways, parks or other
portions or serving said property or for any other work to be done or utili=
ties
to be furnished as will enable the corporation to co-operate with said
officials, corporation or individuals to secure the benefits for the said
property referred to or portions thereof that can be derived from the pro r=
ata
share of any municipal, county, state, national or other funds that may be
available for use thereon, or in connection therewith or which might otherw=
ise
benefit the subject property.
The Board of Directors may specifically contrac=
t and
pay for all water, sewer and refuse collection serving the subject Common A=
rea
property and such electrical, gas and telephone services and use as shall be
applicable to the corporation.
Section 2. Committees.
The Board of Directors may mai=
ntain
and operate such departments, boards and committees as may be provided for =
in
these By-laws or as it may provide by resolution, with such powers and
authority as may be conferred, and to make funds of the corporation availab=
le
for the use of such departments, boards, and committees. The Board of Directors may employ a
manager, secretaries, engineers, auditors, legal counsel, technical consult=
ants
or any other employees or assistants provided for by these By-laws or
authorized by the Board of Directors and may pay all expenses necessary or
incidental to the conduct and carrying on of the business of the corporatio=
n.
Section 1. General.
The Board of Directors shall d=
etermine
the amount of all charges and assessments provided for in the Declaration, =
and
shall levy and enforce such charges and assessments in the manner therein
provided.
Section 1.&nbs=
p;
Annual Report to Members.
The Board of Directors shall present at each an=
nual
meeting of the members a statement of the business affairs, and financial
condition of the corporation as of the end of the previous calendar year.
Section 2.&nbs=
p;
Checks, Drafts and Notes.
All cheeks, drafts, or other orders for payment=
of
money, notes or other evidences of indebtedness issued in the name of or
payment to the corporation, and any and all securities owned or held by the
corporation requiring signature for transfer, shall be signed or endorsed by
such person or persons and in such manner as from time to time, shall be
determined by resolution of the Board of Directors.
Section 3.&nbs=
p;
Contracts - How Executed.
The Board of Directors, except as in the By-laws
otherwise provided may authorize any officer or officers, agent or agents, =
to
enter into any contract or execute any instrument in the name of and on beh=
alf
of the corporation, and such authority may be general or confined to specif=
ic
instances; and unless authorized by the Board of Directors, no officer, exc=
ept
the President, and no agent or employee shall have any power or authority to
bind the corporation to any contract or engagement or to pledge its credit =
or
to render it liable for any purpose or to any amount.
Section 4.&nbs=
p;
Inspection of Corporate Records.
The books of account and the minutes of proceed=
ings
of the members and directors and other corporate records shall be kept at t=
he
principal office of the corporation and shall be open to inspection by any
director upon demand at any reasonable time and to inspection by any member
upon the written demand of any such member at any reasonable time. Such inspection may be made in per=
son or
by an agent or attorney and shall Include the right to make extracts. Demand for inspection by any member
other than at a members meeting shall be made in writing upon the President,
Secretary or Assistant Secretary of the corporation. Every such demand, unless granted,=
shall
be referred by such officer to the Board of Directors. The corporation shall keep in its
principal office for the transaction of business the original or true copie=
s of
the Articles of Incorporation, as amended, the By-laws, as amended, and the
Declaration, as amended, each of which documents shall be open to inspectio=
n by
the members during reasonable business hours,
The membership list may be inspected and copied=
only
upon a finding by the Board that the inspection request is for a proper
corporate purpose.
Section 5. Defective Notices.
Any mistake, inadvertence or e=
xcusable
neglect in giving any notice required by these By-laws, shall not affect the
validity of any meeting called thereby, or of any proceedings had at such
meeting.
Section 6.&nbs=
p;
Headings and Titles.
All headings and titles used in these By-laws, =
including
those of Articles, Sections and Subsections, are intended solely for
convenience of reference, and the same shall not, nor shall any of them, af=
fect
that which is set forth in such Article, nor any of the terms or provisions=
of
these By-laws nor the meaning thereof.
Section 7.&nbs=
p;
Rules.
Subject to the limitations contained in the
Declaration, the Board of Directors may from time to time make, publish and
enforce Rules, and establish and collect fines for the violation thereof,
governing the use of the property over which this corporation has jurisdict=
ion
and the conduct of the users thereof, in the manner set forth in such
Declaration. A current record=
of
the amount of the fines (if any) established for the violation thereof, sha=
ll
be kept by the Secretary of the corporation and shall be available to any
member at any reasonable time.