This Association is formed in order to provide the owners and/or
occupants of lots in DIAMOND VALLEY SUBDIVISION in Yavapai County, Arizona, an association by which such owners and/or
residents will join together for the following purposes:
(a) To act in unison in matters of common interest to the property owners and residents of DIAMOND VALLEY SUBDIVISION.
(b) To assess membership fee and dues, collect, manage
and disburse such funds as are necessary.
Every owner and/or occupant of any
lot in the plats of DIAMOND VALLEY SUBDIVISION, may
be and become a member of this Association, and may remain a member of said
Association until such time as the lot ownership or occupancy ceases for any
reason, at which time his or her
membership in this Association shall
automatically cease. No person shall be refused membership
by reason of race, creed, or national origin.
Section 1. The annual
meeting of the DIAMOND VALLEY ASSOCIATION shall be held at Diamond Valley or at
such other place within Yavapai County, Arizona,
as the Board of Directors from time to time may determine, at 2:00 o'clock P.M. on the first Sunday of each October,
for the election of Directors and the transaction of such other business as may be brought before the meeting.
It shall be the duty of the Secretary to mail notices of each meeting at least
ten (10) days prior to the date of the meeting to each association member at
his address as the same appears on the books and records of the Association.
Nevertheless, a failure to mail such notice
or any irregularity in such notice or in the mailing or giving thereof, shall
not affect the validity of any annual meeting or of any of the proceeding at
any such meeting held at the time and place herein specified.
Section 2. Special Meetings
of DIAMOND VALLEY ASSOCIATION may be held at such places within Yavapai County,
Arizona, as the Board of Directors from time to time may determine, whenever
called by the President, or by two or more of the members of the Board of
Directors, or by
twenty-five (25) or more
members of the Association. Notice of each Special
Meeting, showing the time and place of meeting and indicating briefly the
purpose or purposes thereof shall be given by the Secretary by delivering the
same personally or by depositing a prepaid notice thereof in a United States
Post Office or telegraph office addressed to each member at his last known
place of residence as shown by the books and records of the Association at
least seven (7) days preceding the meeting.
Section 3. No notice to members
shall be necessary for any announced annual or special meeting, except the
statement at such meeting in making adjournment.
Section 4. At any meeting of
the Association, the members present at the meeting shall constitute a quorum,
and all decisions and resolutions of the Association shall require the approval
of a majority of the votes cast at the meeting by the members present and attending.
Section 5. At all meetings
of the Association each member shall be entitled to one vote per paid
membership. Each member may cumulate his votes, that is, cast all the votes for
one candidate or may distribute them among the candidates or any of them in any
way he sees fit.
Section 1. The affairs of the Association shall be
conducted by a Board of Directors and such officers and employees as said
Directors may from time to time appoint. The Board of Directors shall consist
of seven (7) Association members, each of
whose dues are paid. The Directors shall
be elected by the Association members at the initial meeting of the
Association, to serve until the next annual meeting of the Association to be
held the first Sunday in October, 1995, and on the first Sunday in October of
each succeeding year. Each director shall serve for one year. However, directors may succeed themselves in office.
Section 2. The annual meeting of the Board of Directors shall be held at Diamond Valley, or at such other place within Yavapai County, Arizona, as the Board of Directors may from time to time determine, as soon as practical following the adjournment of the annual meeting of the Association members. The Board shall meet for the purpose of electing a president, a vice president, a treasurer, a secretary and such other officers or assistant officers as the Board of Directors may determine and for the transaction of any other business that properly may come before the meeting. Such election of officers shall be by ballot, and the affirmative vote of a majority of the whole Board of Directors shall be required for a choice. Whenever a vacancy shall occur in such offices, it shall be filled in like manner, at a special meeting of the Board called for such purposes, or at a stated meeting, and due notice of the proposed election shall be given to each member of the Board.
Section 3.
In the case of any vacancy existing in the Board of Directors through
the death', resignation, disqualification or
other major cause, the remaining directors, by affirmative vote of a majority
thereof, may elect a successor to hold office for the unexpired portion of the
term of the director whose place shall be
vacant, and until the election and qualification of his successor.
Section 4.
Regular meetings of the Board of Directors may be held within Yavapai County, Arizona, at such time and place
as the Board from time to time may determine. No further notice
shall be required for any such regular meeting of the Board.
Section 5. Special meetings of the board may be
called at any time by the President, and
shall be so called at the request in writing of three (3) or more of the members of the Board of
Directors. The Secretary shall give notice of the time and place of each
special meeting by mailing notice of the same at least seven (7) days before
the meeting or by telegraphing the same at least four (4) days before the
meeting to each director.
Section 6. At all meetings
of the Board of Directors, a majority of the whole Board of Directors shall
constitute a quorum for the transaction of business; but, if at any meeting of
the Board, there are fewer than a quorum present, those present may adjourn the
meeting.
Section 7. No notice need be
given of any meeting of the Board of Directors at which all directors are
present, and directors in writing or by telegram may waive notice of any
meeting, both before and after the holding thereof.
Section 1. The officers of
the Association shall consist of a president, a vice president, a secretary and
a treasurer, and such other officers or assistant officers, as from time to time
may be determined by the Board of Directors. Each officer shall hold office
during the pleasure of the Board of Directors. The Board of Directors may
create such offices as they shall deem necessary, and the incumbents thereof
shall have authority and shall perform such duties as from time to time may be
prescribed by the Board of Directors. The Board of Directors also from time to
time may appoint such agent as it may see fit. Bonds may be required of
officers and agents, by the Board of Directors, in such amounts as shall be
fixed from time to time, for officers, agents, or employees of the Association.
Any two (2) offices, except that of president and vice president, may be held
by the same person.
Section 2. The president
shall preside at all membership meetings of the Association and of the
directors. The president may sign and execute all authorized contracts or other
instruments or obligations in the name of the Association. Association checks will require two (2)
signatures. The president, treasurer and
any member of the Board of the Directors are authorized signatories. The president may from time to time call
special meetings of the Board of Directors, whenever the president shall deem
proper so to do; and shall do so whenever three (3) or more of the members of
the Board of Directors, in writing, shall request he or she so to do. The president shall do and perform such other
duties and have such other powers as from time to time may be assigned by the
Board of Directors.
Section 3. The vice
president shall have such powers and shall perform such duties as may be
assigned to from time to time by the Board of Directors, and as may be
delegated by the President. The vice
president shall possess the power and may perform the duties of the president
in his or her absence or disability.
Section 4., The secretary shall keep a record in due form of the proceedings of all meeting of the Association members and of the directors. The secretary shall attend to the giving and service of all notices of the Association and Board of Directors. All books, papers and correspondence, except those that are specifically placed in the custody of the treasurer, shall be kept by the secretary at all times and shall be open to the inspection of any of the directors. The secretary shall perform such other duties and powers as may be assigned to him or her from time to time by the Board of Directors.
Section 5. The treasurer
shall keep a record of all monies received and paid out of the Association and
of all vouchers and receipts given therefore. The treasurer shall have general
charge of all books, vouchers and papers belonging to the Association, except
such as are under the special control of the Secretary. He or she shall perform
such other duties as are incident to this office, and shall have such other
duties and powers as may be assigned from time to time by the Board of
Directors.
Section 6. Officers shall
not be precluded from receiving reasonable salaries for their services by
reason of the fact that they also may be directors.
ARTICLE VI Depositories
Section 1. The Board of
Directors, from time to time, may select one or more banks for the deposit of
Association funds, to be withdrawn as such Board may direct.
ARTICLE VII Administration
Section 1. The affairs
of the Association
shall be conducted in such a
manner as to strictly comply with the restrictions and covenants of DIAMOND
VALLEY SUBDIVISION and the provisions of these By-Laws, and in such manner as
to protect the interest and welfare of all present and future owner of lots in
DIAMOND VALLEY SUBDIVISION.
ARTICLE VIII Amendments
Section 1. These By-Laws may
be amended by the membership of the Association in a duly constituted meeting
at which the proposed amendments have been announced and described in the
notice of the meeting, sent to all members of the Association
Dated this First day of October , 1995.