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ProVlSLOD ofServices
from 2244 W Whitman Court
by FirstAmAZ
(B) acurrentreconciliationoftheAssociation'sreserveaccounts;
(C) a review ofthe current year'sactualreserves,revenuesandexpenses comparedto thecurrentyearsBudget;
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OJ) a review of themostcurrentaccountstatementspreparedbythe financial institutionwheretheAssociationhas itsoperating andreserveaccounts;
(E) areview of an. incomeandexpensestatementfortheAssociation's operatingandreserveaccounts;and
(F) areview of the delinquency reportlisting all Memberswhoare delinquent in payinganyassessmentsatthetime of thereportanddescribingthestatus of any actiontocollectsuchassessmentswhichremaindelinquent
3.23. Borrowing.The Association shallhavethe power to borrow money foranylegal purpose.TheBoardshallobtainapproval ofMembersentitledtocastatleasta majority ofthe votesataduly caned andheld meeting atwhichaquorumis present ifthe proposed borrowing is forthepurpose of makingdiscretionarycapitalimprovementsandthetotalamount of such borrowing, togetherwith all otherdebtincurred within theprevious 12-month period,exceeds or wouldexceed 10% oftheAssociation'sbudgetedgrossexpensesforthat fiscal year.
Portions of theCommonArea may besubjectedtoa security interest bytheAssociation provided that Owners entitledtocastatleastamajority ofthe Association's votesagreetosuch action.LimitedCommonAreamayalsobesubjectedtoasecurity interest provided thatall Owners ofLotstowhichtheareaisallocatedagreetosuchaction.DuringtheClass "B" Control Period,noMortgageshallbeplacedonanyportion oftheCommon Area without the affirmative vote or written consent, or anycombinationthereof, ofOwnersrepresentingatleast 67% of the total.votesinthe Association and theapprovalofthe U.S. Department ofHousing andUrban Development orthe U.S. Department of Veteran Affairs. if eithersuchagencyinsuresor guaranteestheMortgage onanyLot.
3.240 Bight toContract.SubjecttoapplicablelawrelatingtoMember,officer,and directorconflicts ofinterest.theAssociationshallhavetherighttocontractwithanyPersonfor theperformance ofvariousdutiesandfunctions.Thisrightshallinclude, without limitation,the right toenterintocommonmanagement,operational,orotheragreementswithtrusts, condominiums,cooperatives, Neighborhood Associations,andotherownersorresidents associations,bothwithinandoutside the Properties.
3.25. EIlforcement
(a) Notice.Priortoimposition ofanysanctionprovidedintheDeclaration,otherthan self-helporsuittoenjoinanyviolation of the Governing Documentsand/ortorecovermonetary damages,theallegedviolatorshallbeservedwithwrittennoticesettingforth(i)thenature of tile allegedviolation, (ii)theproposedsanctiontobe imposed, (iii)astatementthattheallegedviolator
maypresent a written request fora hearing to the Association's Secretary within 15days ofdelivery ofthe notice; and (iv) a statement that the proposed sanction shallbe imposed as contained in the notice unlessa request fora hearing is received bythe Association's Secretary within such time period. Proofofproper notice shallbe placed in the Association's corporate records. Proofshallbe deemedadequate if acopy of the notice, together with a statement of the date and manner of delivery!issoentered. The notice requirement shallbedeemed satisfied if the alleged violator requests ahearing.
Ifa timely request fora hearing is not received bythe Association's Secretary! the sanction stated inthe notice shallbe imposed; provided! any proposed sanction may be suspended if the violation iscuredor ifacureis diligently commenced withinthe IS-day period. Such suspension shall not constitute a waiver ofthe right to sanction futureviolations of'the same or other provisions and rulesby anyPerson.
(b) Hearing. If a hearing is requested within the allotted IS-day period! the hearing shall be held before the Deed Restriction Enforcement Committee, if any, or if none, before the Board in executive session. The alleged violator shallbe afforded a reasonable opportunity tobe heard. A written statement ofthe results ofthe hearing and the sanction, ifany, imposed shallbe recordedinthe corporate records.
(c) AJ2QeaL If a hearing is held before the Deed Restriction Enforcement Committee! the violator shall have the right to appeal the decision totheBoard.To perfect this right, a written notice ofappeal must be received by the Association's Secretary or designee within 15 days after the hearing date.
(d) Additional Enforcement Rights. Notwithstanding anything to the contrary in this Article!the Board may electto enforce any provision ofthe Governing Documents by self-help (specifically including, but not limited to, towing vehicles that violate parking rules) or, following compliance with the dispute resolution procedures setforth in the Declaration, ifapplicable, by suit 'at law or in equity to enjoin any violation orto recover monetary damages or both, without the necessity ofcompliance with the procedure set forthabove. hi any such action, tothe maximum extent permissible, the Owner or occupant responsible forthe violation of which abatement is sought shall pay allcosts, including reasonable attorney'sfeesactually incurred. Any entry ontoa Lot for purposes ofexercising this power ofself-help shallnotbe deemed as trespass,
3.26, Board Standards. In performing hisorherduties,each director and officer shall act in good faith! with thecarean ordinarily prudent person ina like position would exercise under similar circumstances, andina manner the director or officer reasonably believes tobe in the best interests of the Association. A director or officer acting in accordance with such standards acts in accordance with the business judgment ruleandshallbe insulatedfrom personal liability as provided under Arizona law andas otherwiseprovided by the Governing Documents.
Board determinations of the meaning, scope,andapplication of Governing Document provisions shallbe upheld and enforced solongassuch determinations are reasonable. The Board shall exercise its power inafairand nondiscriminatory manner andshall adhere tothe procedures established inthe Governing Documents. '
Article IV Officers.
4.1. Officers. The Association's officersshallbea President, Vice President, Secretary, and Treasurer. The Board mayappointsuchother officers, including oneormore Assistant Secretaries and one or more Assistant Treasurers, as itshall deem desirable, such officerstohavethe authority and perform theduties prescribed by the Board. Any twoormore offices may beheldbythe same person, exceptthe offices ofPresident and Secretary.
4.2. Election and Tenn of Office.TheAssociation'S officers shall be elected bythe Boardat an organizational meeting of theBoard taking place pursuant to Section 3.5.Each officer shallserveaone year term; provided, eachofficer's term shan automatically renew unless at least 2/3 ofthedirectorsvote not torenew.
4.3. RemovalanetVacancies. Any officermaybe removed by a vote of at least 2/3 of the directors. A vacancy inanyofficearisingbecause of death, resignation, removal,or otherwise maybe filled bythe Board fortheunexpired portion oftheterm.
4.4. Powersand Duties. The Association'sofficersshalleach have such powers and duties as may specifically be conferred orimposedbythe Board; provided, the Board may not confer or imposepowersor duties which may nototherwisebe exercised by the Board. In the exercise of delegated respensibilities, officersshallnotdirector unreasonably interfere with the day-to-day operations ofthe Association's managementagent, ifany,or such Persons designated or employed bythe Board to perform management functions. By way of example, and not limitation, theofficers shall havethe following powersandduties:
(a) President. The President shallbethe Association'S chiefexecutive officer and shall exercisegeneral supervision anddirection oftheAssociation's affairs. The President shall havethe anthority to directly administer all mattersnotexpresslydelegated or assigned toa managing agent oragentsorothers.
/ (b) Vice President.'TheVicePresidentshallact in the President's absence andshall have all powers,duties,and responsibilities providedforthe Presidentwhen so acting.
(c) The Secretary shallberesponsiblefor ensuring thatthe minutes of all meetings oftheAssociation,theBoard,andthecommittees oftheBoardarekept,andshallhave charge ofsuchbooksandpapersastheBoardmay direct In the Secretary's absence, any officer directedbytheBoardshall perform alldutiesincidenttotheoffice ofsecretary.
(d) Treasurer.The Treasurer shallhaveresponsibilityfor ensuring thepreparation of thebudgetasprovidedfor in theDeclarationandtheseBy-Lawsbythe management agentor agentsretainedbytheAssociationor,if'nomanagingagentissoretained,such persons retainedby the Board toperformmanagementfunctions.
4.5. Resignatioll..Anyofficermayresignatanytimeby giving written notice tothe Board, thePresident,ortheSecretary. Suchresignationshalltakeeffectonthedate of the
receipt of such notice oratanylatertimespecifiedtherein,andunless otherwise specified therein,the acceptance ofsuchresignationshallnotbenecessarytomake it effective.
4.6. Agreements, Contracts..Deeds,Leases,Checks,Etc.All agreements, contracts, deeds,leases,checks,andotherinstrumentsoftheAssociation(otherthanforthewithdrawal of reservefunds)shallbe executed byatleasttwoofficersorbysuchother person orpersonsas maybedesignatedby resolution of theBoard.TheBoard shall require signatures forthe withdrawal ofreserve funds of eithertwomembers oftheBoardora member of theBoardand officerofthe Association whoisnotalsoamember oftheBoard,For purposes ofthis Section, "reserve funds" meansmonies theBoardhasidentified in thecapital expenditures budgetsfor usetodefraythe future repair orreplacement ofthosereplaceableassetswhichtheAssociationis obligatedto maintain andforuse in makingadditionalcapital improvements andpurchasing additionalcapitalassets.
4,7. Compensation. Compensation ofofficersshallbesubjecttothesamelimitations ascompensation ofdirectors under Section3,12hereof.
Article V Committees
5.1. Committees of theBoard. Committeescomprisedsolely of Members of the Boardmaybe appointed toexercisetheauthority of the Board.Lfsuch committees shallbe appointeduponthe approval of atleastamajority ofthedirectors. Notwithstanding theabove, nosuchcommittee may exercisetheBoard'sauthorityinreferenceto(a) submission tothe Members ofany matter requiring anact oftheMembers; (b) fillingvacanciesonthe Board oron anycommittee of the Board; (c)adoption,amendment,'orrepeal of theBy-Laws;or(d)fixing compensation ofdirectors. TheBoardmay, with orwithoutcause,dissolveany such committee orremoveany director fromthecommitteeatanytime.
5.2. Other Committees. In additiontocommittees oftheBoardassetforthinSection 5.1andsuchother committees asarerequiredorauthorizedundertheGoverning Documents. the Board,by resolution fromtimetotime,mayestablishsuchcommitteesand charter clubsas it deemsappropriate. Any such committeemayperformsuchtasksandfunctionsastheBoardmay designateby resolution; provided,nocommitteeorcommittee member mayexerciseanypower orauthority which couldnototherwisebeexercisedbytheBoard in: accordancewiththeseByLaws;Therole ofcommittees establishedpursuanttothis Section shallbeto advise theBoard withrespectto establishingoperational policyortoassisttheofficersinthe performance oftheir. respectivefunctions,No committee or'committeemembershallbeauthorizedtoperformor interferewiththe Association's day-to-dayoperations.
EachcommitteeappointedpursuanttothisSectionshallconsistofatleastone director, OthercommitteemembersmaybeMembersorresidents of AnthemParkside, Committee membersserveattheBoard'sdiscretionforsuchperiodsastheBoardmaydesignateby resolution; provided,anycommitteemember,includingthecommitteechair,mayberemovedbythevoteofa majority of thedirectors. Anyresolution establishing acharterclubshalldesignatethe requirements, if any,formembershiptherein.Eachcommitteeandcharterclubshalloperate in accordancewiththeterms ofthe resolution establishing suchcommitteeorcharterclub.
5.3. Q_eed Restriction Enforcement Committee. In addition toany oilier committees which the Board may establish pursuant toSections5.1and5.2,the Board may appoint aDeed Restriction Enforcement Committee consisting of at least three andno more than seven members. Acting in accordance withtheGoverning Documents, the Deed Restriction Enforcement Committee, ifany, shall bethe Association's hearing tribunal and shall conduct all hearings held pursuant to Section 3.25.
Article VI Miscellaneous
6.1. Fiscal Year.The Association's fiscalyear shall begin on July 1 and endon June 30 unless otherwise established by Board resolution.
6.2. Parliamentary Rules. Except asmaybe modified by Board resolution, Robert's Rules ofOrder (current edition) shall govern theconduct ofAssociation proceedings when notin conflict with Arizona law, the Articles. theDeclaration,or these By-Laws.
6.3. Conflicts. If there areconflicts between the provisions of Arizona law,the Articles, the Declaration, and these By-Laws, the provisions ofArizona law, the Declaration, the Articles, andthe By-Laws (in that order) shallprevail.
6.4. Books and Records.
(a) by Members andMortgagees. Subject to the exceptions set forthbelow, the Board shall make available for inspection midcopying by anyholder,insurer,or guarantor ofa first Mortgage onaLot, my Member. orthedillyauthorizedagent ofany ofthe foregoing atany reasonable timeandfora purpose reasonablyrelatedtohisor herinterest ina Lot: the Declaration, By-Laws, and Articles, any amendments totheforegoing,therules of the Association, the membership register, all financial records of theAssociation,andthe minutes ofmeetings of the Members, theBoard,and committees. TheBoardshall provide for such inspection totakeplaceat the Association's office oratsuch otherplace within Anthemasthe Board shall designate.
.(b) Rules for In§l2ectlon. TheBoardshallestablish reasonable rules with respect to: (i) notice tobe given tothe custodian oftherecords; (ii) hoursanddays ofthe week when suchan inspection maybemade;and (iii) payment of thecost of reproducing and delivering copies of documents requested.
(c) lnspection by Directors. Every directorshall have the absolute rightatany reasonable timeto inspect all Association books,records,and documents andthephysical properties ownedorcontrolled by theAssociation.TIleright of inspection by a director includes the righttomakeacopy ofrelevant documentsatthe Association's expense in furtherance ofsuch director's dutiesasadirector. <
(d) Exceptions toInsIlection Requirement. Notwithstanding any provision tothe contrary, the Board shallnotbe required tomakeavailablefor inspection any portion of any book orrecordwhichrelatestoany ofthefollowing:
Association; (i) personnel matters oraperson's medical records;
(ii) communication between an attorney for the Association and the
(iii) pending or contemplated litigation;
Documents; or (iv) pending or contemplated matters relating to enforcement of the Governing
(v) - meeting minutes or otherrecords of a session of a Board or Association meeting thatisnot required by lawto be opento allMembers.
In addition, theBoard shallnot be required todisclose or make available for inspection any financial orother records ofthe Association ifdisclosurewould violate local,state, orfederal law.
6.5. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications shall be in writing and shall be sent as follows:
(a) if toaClass "A" Member, at the address which the Member has designated in writing andfiled withthe Secretary or, ifnosuchaddresshas been designated, at the address ofthe Lot ofsuch Member; or
(b) ifto the Association, the Board, any Association officer, or the management agent, at the principal office ofthe Association orthe management agent, ifany,orat such other address asshallbe designated bynoticein writing totheMembers pursuant tothis Section; or
(c) ifto Declarantor the Class "Bn Member, atthe principal office ofDeclarant orClass "B" Member, or at such other address asis designated in writing and filed with the Association's Secretary.
All such notices shall,forall purposes, bedeemed delivered and received (a) upon personal delivery tothe party or address specified above,or(b)onthe third day after being deposited inthe United Statesmail, postage prepaid and properly addressed.
6.6. Indemnification. Totile fullest extent permitted by Arizona law, as amended from time totime,the Association shall indemnify every officer and director (in their capacity assuch) against all damages and expenses, including attorney fees, reasonably incurred in connection with anyaction,suit, or other proceeding brought against them (including any settlement thereof, if approved bythe Board). This right to indemnification shall not be exclusive of any other rights to which any present or former officer or director may be entitled. The Association shall, asaCommon Expense, maintain adequate general liability and directors and officers liability insurance tofundthis obligation.
6.7. Amendment.
(a) By Class "Bit Member. Prior toconveyance ofthe firstLot by Declarant to aPerson other than a Builder, theClass "B" Member may unilaterally amendthese By-Laws forany purpose. Thereafter, theClass "B" Member may unilaterally amendthese By-Laws if such amendment is (i) necessary to bring any provision hereof into compliance with any applicable governmental statute,ruleor regulation, or judicial determination; (ii) necessary to enable any reputable title insurance company toissuetitleinsurance coverage ontheLots; (iii) required byan institutional or governmental lender or purchaser ofMortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase Mortgage loanson the Lots; (iv)necessary to enable any governmental agency or reputable private insurance company to guarantee or insure Mortgage loans on theLots; or (v) otherwise necessary tosatisfythe requirements of any governmental agencyfor approval ofthese By-Laws. However, anysuch amendment shan not adversely affect thetitleto any Lot unlessthe affected Ownershallconsentthereto inwriting.
In addition, solongastheClass"B" membership exists, the Class "B" Member may unilaterally amend these By-Laws for any other purpose provided the amendment has no material adverseeffectuponthe right ofany Owner.
(b) B-y Members. Except as provided above, these By-Laws may be amended only by the affirmative voteor written consent, orany combination thereof, of Members representing at least 51% of the Association's Class itA" votes,and consent of theClass"Bit Member, if <my. Notwithstanding theabove,the percentage ofvotes necessary to amend aspecific clause shall not beless than the prescribedpercentage ofaffirmativevotes required for action tobe taken under that clause.
(c) fIUDNAVeto Right. For solongas the Class "Btl membership exists, the U'S, Department of Housing and Urban Development ortheU.S. Department of Veterans Affairs shall have the right tovetoany amendment of these By-Laws, if either agency is insuring or guaranteeing the Mortgage on any Lot
(d) Valigity and Effective Date ofbmenc1ments. Amendments tothese By-Laws shall become effective upon executionby theClass "B" Member, ifapplicable, andbythe Association, if applicable, in the manner provided in these By-Laws, unless a later dateis specified inthe amendment. Any procedural challenge toanamendment must be made within three months ofthe effective date of such amendment or such amendmentshallbe presumed to have been validly adopted. In' no event shalla change of conditionsor circumstances operateto amend any provisions ofthese By-Laws.
Ifa Member consentsto any amendment tothe Declaration orthese By-Laws, it will be conclusively presumed thatsuch Member hastheauthoritytodoso,andno contrary provision in any Mortgageor contract between the Member and a third party willaffectthe validity of such amendment.
Notwithstanding anyprovisionhereintothe contrary, no amendment may remove, revoke, or modify anyrightorprivilegeof Declarant ortheClass "Bit Memberwithout thewrittenconsent of Declarant ortheassignee ofsuchrightor privilege foraslongas Declarant O'WIlS anyproperty described onExhibits ffA"or "B" totheDeclaration.
(e) Notice. IftheU.S. Department ofHousingandUrbanDevelopmentisinsuringor theu.s. DepartmentofVeteransAffairsis.guaranteeing theMortgageonanyLot,noticeofany meeting oftheMembersatwhichmaterial amendment tothe Governing Documentsor extraordinary actionofthe Association, asdefinedunderVAPamphlet 7,istobevotedupon bytheMembers, shallbedeliverednotlessthan25daysbeforethedateofsuchmeeting.
(f) Right ofCommunityCouncil. No amendment to these By-Laws which materially affects therightsorinterestsofthe Council, including therightto appoint amemberoftheBoard, shallbevalidoreffective unless anduntilapproved inwritingbytheCouncil. '
6.8. MembershipBook.TheBoardshallkeepandmaintainatthe Association's principalofficeofbusinessabook containing eachMember's nameandaddress. Terminationor transfer of membershipshallbe recorded inthe book, togetherwiththedateonwhichsuch ownership wastransferred.
