El Rio Bylaws
Section 1. Place of Meeting
Section 2. Annual Meetings
Section 3. Other Regular Meetings
Section 4. Special Meetings
Section 5. Notice of Meetings
Section 6. Quorum
Section 7. Adjourned Meetings
Section 8. Voting
Section 9. Proxies
Section 10. Action by Written Ballot Without a Meeting
Section 11. Conduct of Meetings
Section 12. Waiver of Notice or Consent by Absent Members
Section 13. Record Date for Member Notice, Voting, and Giving Consents
Section 14. Order of Business
Section 1. Number and Qualification
Section 2. Powers and Duties
Section 3. Prohibitions
Section 4. Self-Dealing Transactions
Section 5. Election Process
Section 6. Term of Office
Section 7. Vacancies
Section 8. Removal and Resignation of Directors
Section 9. Fees and Compensation
Section 10. Restriction on Interested Director
Section 11. Annual Meeting
Section 12. Regular Meetings
Section 13. Special Meetings
Section 14. Open Meetings
Section 15. Waiver of Notice
Section 16. Quorum
Section 17. Action Without Meeting
Section 18. Fidelity Bonds
Section 1. Designation
Section 2. Election of Officers
Section 3. Removal of Officers
Section 4. President
Section 5. Vice President
Section 6. Secretary
Section 7. Treasurer
Section 8. Resignation of Officers
Section 9. Vacancies in Officers
Section 1. Inspection Rights
Section 2. Maintenance and Inspection of Articles and Bylaws
Section 3. Maintenance and Inspection of Other Corporate Records
Section 4. Inspection by Directors
Section 5. Annual Report
Section 1. Commencement of Assessments
Section 2. Total Monthly Regular Assessments
Section 3. Increase in Regular Assessments
Section 4. Special Assessments
Section 5. Limitation on Special Assessments
Section 6. Individual Special Assessments
Section 7. Delinquent Assessments
Section 8. Procedure for Perfection of Lien of Assessment
Section 9. Enforcement of Lien of Assessment
Section 10. Expiration and Satisfaction of Lien
Article I. Name and Location
Section 1. The name of this Corporation is El Rio Mobile Home Park Cooperative, Inc. (“the Cooperative”) The principal office for the transaction of the business of the cooperative (“principal executive office”) is located in the City of Santa Cruz, Santa Cruz County, California. The directors may change the principal office from one location to another within the City of Santa Cruz.
Article II. Purpose
Section 1. The purpose of this corporation is to provide housing for low and moderate-income persons as a limited equity cooperative, and consistent with the provisions set forth in the Articles of Incorporation.
Section 1. Eligibility. Any natural person 18 years of age or older and of good character and dedicated to the purposes of this organization, approved by the Board of Directors shall be eligible for membership, provided that he or she executes a Subscription and Occupancy Agreement in the usual form employed by the Cooperative covering a specific space or a specific dwelling unit owned by the Cooperative in the park, and provided that he or she either (1) is the registered owner of a mobile home within the park; or (2) is a co-occupant in a mobile home within the park with the registered owner of the mobile home and the registered owner intends to reside in the mobile home as his or her principal place of residence, provided that the registered owner of the mobile home approves of the co-occupants exercise of membership rights in writing; or (3) is a member of the family of the registered owner of a mobile home within the park, provided that the registered owner of the mobile home approves of the family member’s exercise of membership rights in writing; or (4) intends to occupy a dwelling unit owned by the Cooperative within the park; provided further that eligibility for membership shall be restricted to persons who intend to occupy a mobile home or dwelling unit within the park as their principal place of residence. For the purposes of this section, “member of the family of the registered owner” means spouse, parent, child, brother, sister, grandparent, grandchild, aunt, uncle, nephew, or niece. Membership rights may be shared between and exercised jointly by the members of a household provided that there shall be only one membership per space or dwelling unit and only one vote per membership. For the purposes of these Bylaws, “space” means a portion of land allocated for placement of a mobilehome pursuant to an occupancy Agreement between a member and the Cooperative, and “dwelling unit” means any residential dwelling unit in the park owned by the Cooperative.
Section 2. Application for Membership. Applications for membership shall be presented to a member of the Board of Directors or agent of the Board of Directors on a form prescribed by the Board of Directors and all such applications shall be acted upon promptly by the Board of Directors.
Section 3. Members. The members shall consist of such natural persons who have been approved by the Board of Directors and who have paid for their membership and received membership certificates. The status of the incorporators as members shall terminate at the first annual meeting of members unless they have executed Subscription Agreements and Occupancy Agreements. The authorized memberships of the Cooperative shall be equal to the number of spaces within the park plus the number of dwelling units owned by the Cooperative.
Section 4. Membership Certificates. Each membership certificate shall state that the Cooperative is organized under the laws of the State of California, the name of the registered holder of the membership represented thereby, the Cooperative’s lien rights as against such membership as set forth in this Article, and the preferences and restrictions applicable thereto, and shall be in such form as shall be approved by the Board of Directors. Membership certificates shall be consecutively numbered, bound in one or more books, and issued therefrom upon certification of full payment. Every membership certificate shall be signed by the President or Vice President, and the Secretary, and sealed with the corporate seal.
Section 5. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issues by the Cooperative and alleged to have been destroyed or lost, upon the making of an affidavit of the fact by the person claiming such certificate to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the registered owner of such lost or destroyed certificate or certificates, or her or his legal representative, to advertise the same in such manner as the Board of Directors shall require and to give to the Cooperative a bond in such an amount as the Board of Directors may require as indemnity against any claim that may be made against the Cooperative.
Section 6. Lien. The Cooperative shall have a lien on the outstanding memberships in order to secure payment of any sums which shall be due or become due from the holders thereof for any reason whatsoever, including any sums due under any Occupancy agreements.
Section 7. Transfer of Membership. Except as provided herein, membership shall not be transferable and, in any event, no transfer of membership shall be made upon the books of the Cooperative within ten (10) days next preceding the annual meeting of the members. In all transfers of membership the Cooperative shall be entitled to a fee it deems appropriate to compensate it for the processing of the transfer.
(a) Option of Cooperative to Purchase. If the member desires to leave the Cooperative, he or she shall notify the Cooperative in writing of such intention and the Cooperative shall have an option for a period of sixty days commencing with the first day of the month following the giving of such notice, but not the obligation, to purchase the membership, together with all of the member’s rights with respect to occupancy of a space or dwelling unit within the park, at an amount no greater than that provided in sub-section (d) of this Section, less any amounts due by the member to the Cooperative under the Occupancy Agreement, and less the cost or estimated cost of all deferred maintenance, repairs and replacements as are deemed necessary by the Cooperative to place the space or dwelling unit in suitable condition for another occupant. In the case of a member who occupies a mobile home space and has notified the Cooperative of his or her intention to vacate the park, in the event the Cooperative notifies the member of the Cooperative’s exercise of its option to purchase the membership within the sixty day option period, the transfer of the membership to the Cooperative shall be effective upon the termination of the departing member’s obligations to the Cooperative under the terms of the Occupancy Agreement as specified in the last sentence of this section 7(a). The purchase by the Cooperative of the membership will immediately terminate the member’s rights and the member shall forthwith vacate the premises. Notwithstanding the above, in the case of a departing member occupying a mobile home space, the member’s obligations to the Cooperative under the terms of the Occupancy Agreement shall not terminate until a new member is approved for membership by the Cooperative and executes an Occupancy Agreement for the space being vacated by the departing member.
(b) Procedure Where Cooperative Does Not Exercise Option. If the Cooperative waives in writing its rights to purchase the membership under the foregoing option, or if the Cooperative fails to exercise such option within the sixty-day period, the member may sell his/her membership to any person who has been duly approved by the Cooperative for membership and occupancy for an amount no greater than that provided in sub-section (a) of this Section 7 for memberships purchased by the Cooperative. If the Cooperative agrees, at the request of the member, to assist the member in finding a purchaser, the Cooperative shall be entitled to charge the member a fee it deems reasonable for this service. When the transferee has been approved for membership and has executed the prescribed occupancy agreement, the retiring member shall be released of his/her obligations under his/her Occupancy Agreement, providing he/she has paid all amounts due the Cooperative to date. The member shall forthwith vacate the premises.
(c) Death of a Member. Upon the death of a member and during the probate a ministration of his or her estate, the voting rights and other rights of the deceased member to participate in the affairs of the Cooperative shall be suspended. The rights of any surviving member/occupant shall not be suspended. Any other heir of the member’s estate shall not succeed to any such rights of membership. If, upon the death of a member, his or her membership in the Cooperative passes by will or intestate distribution to a legatee or distributes, such legatee or distributes may, by assuming in writing the terms of the occupancy Agreement between the Cooperative and the deceased member within sixty (60) days after the member’s death, and paying all amounts due thereafter, become a member of the Cooperative, provided the Board of Directors approves the legatee or distributes as a Member. If a member dies and an obligation is not assumed in accordance with the foregoing, and/or the Board of Directors fails to approve the legatee or distributes as a member, then the membership shall be sold pursuant to the provisions of paragraphs (a) and (b) above, the references to “member” therein to be construed as references to the legal representative of the deceased member. Should the membership pass to a trust for the benefit of a beneficiary, the beneficiary may become a member of the Cooperative in the same manner as a legatee or distributes. If a member dies and the option described above is not exercised in accordance with the foregoing requirements, the Cooperative shall have an option to purchase the deceased member’s ownership interest from his or her estate in the manner provided in paragraph (a) of this Section. If the Cooperative does not exercise its option, the provisions of paragraph (b) of this Section shall be applicable, the references to “member” in that paragraph to be construed as references to the legal representative of the deceased member.
(d) Transfer Value. Whenever the Board of Directors elects to purchase a membership, the term “transfer value” shall mean the sum of the following:
- The consideration (i.e. cash investment) paid for the membership by the first owner of the Membership Share as shown on the books of the Cooperative; plus
- In the case of members occupying spaces, the amount computed at the rate of three percent (3%) annual interest on the initial cash investment paid for the membership by the first owner of the Membership; or, in the case of members occupying dwelling units other than mobile homes, the amount computed at the rate of six percent (6%) annual interest on the initial cash investment paid for the membership by the first owner of the Membership. Said transfer value shall hereinafter be referred to as “member equity.”
- The value of any improvements installed with the pre-approval of the Board of Directors at the expense of the member.
(e) Corporation Equity. In the event the actual equity (market value less encumbrances) of the Cooperative exceeds the aggregate of the member equities, that amount (hereinafter referred to as “corporation equity”) may be used as herein set forth. By a vote of two-thirds (2/3) of the entire membership of record, the corporation equity may be used for the following purposes only:
- For the benefit of the Cooperative or the improvement of the real property.
- For expansion of the Cooperative by acquisition of additional real property.
- For public benefit or charitable purposes.
Under no circumstances may the Cooperative equity be assigned to or become a component of Member Equity. Upon sale of the property, dissolution of the corporation, or occurrence of a condition requiring termination of the trust or revision of title to real property, the corporate equity must be paid out, or title to the property transferred, subject to outstanding encumbrances and liens and to the transfer value of membership interests or shares, for use for the public or charitable purpose of providing or producing low and moderate income housing by the City of Santa Cruz or a public or nonprofit public benefit entity designated by the City of Santa Cruz.
(f) A membership may be sold or otherwise transferred by the Cooperative or the member only to a person approved by the Board of Directors in accordance with the requirements of the Regulatory Agreement by and between the Cooperative and the State of California Department of Housing and Community Development. In no case shall the sales price shall exceed the transfer value as provided in this Article, except that in sales effected by the Cooperative a service charge not in excess of $100.00 may be charged by the Cooperative. Where the transfer of a membership is effected by a member, a certificate in form approved by the Board and the California Department of Housing and Community Development as to the price paid shall be executed by the seller and purchaser and delivered to the Cooperative.
Section 9. Cause for Termination of Membership. The Cooperative may terminate a member’s membership and repossess the space or dwelling unit for any of the following grounds:
- If, at any time, the member shall cease to be the owner and legal holder of the membership certificate in the Cooperative.
- If the member attempts to transfer, assign, or sublet, the membership certificate or his or her right of occupancy in a manner inconsistent with the provisions of the Bylaws or the Occupancy Agreement.
- If at any time the member voluntarily files or has involuntarily filed against it any petition of bankruptcy or insolvency or the member makes a general assignment of the membership certificate for the benefit of creditors.
- If the member fails to make and/or pay for repairs and maintenance as provided for in the occupancy Agreement or Improvement Policy.
- If the member fails to pay any Regular Assessment, Special Assessment or individual Assessment or any other sums due pursuant to the provisions of these Bylaws and the occupancy Agreement.
- If the member defaults in the performance of any of his/her obligations under the occupancy Agreement or these Bylaws.
- If the member makes any alterations of a space or dwelling unit without the prior written consent of the Board of Directors.
Section 10. Procedure for Expulsion. If the grounds appear to exist for termination of a membership under section 9 of this Article, the procedure set forth below shall be followed:
- The member shall be given 60 days prior notice of the proposed termination and the reasons for the termination except when the reason for expulsion is non-payment of assessments or other carrying charges, whereupon a three (3) day notice shall be sent. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent first-class or registered mail to the member’s last address as shown on the Cooperative’s records.
- The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than (5) days before the effective date of the proposed expulsion.If a hearing is requested within ten (10) days after service of a three (3) day notice to pay carrying charges or quit, that notice shall not be operative until (3) days after a final decision is reached at the hearing. The hearing will be held by a committee, which shall consist of a five-member committee appointed by the Board of Directors composed of three members of the Board of Directors and two impartial, disinterested persons who were not involved in the original decision to seek expulsion. These two committee members may or may not be residents of the park. The notice to the member of her or his proposed expulsion shall state the date, time, and place of the hearing on the notice of proposed expulsion.
- Following the hearing, the hearing committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the committee shall be final.
- Any action challenging a termination of Membership, including a claim alleging defective notice, must be commenced within one year after the date of termination.
Section 11. Termination of Membership for Cause. In the event the Cooperative has, pursuant to Sections 9 and 10 of this Article, terminated the rights of a member under the Occupancy Agreement, the member shall be required to deliver promptly to the Cooperative her or his membership certificate and Occupancy Agreement, both endorsed in such manner as may be required by the Cooperative. The Cooperative shall thereupon at its election either (1) repurchase said membership at its transfer value (as hereinabove defined), or (2) proceed with reasonable diligence to effect a sale of the membership to a purchaser and at a sales price acceptable to the Cooperative not in excess of the transfer value. The retiring member shall be entitled to receive the amount so determined, less the following such amounts (the determination of such amounts by the Cooperative to be conclusive):
- Any amounts due to the Cooperative from the member under the Occupancy Agreement or otherwise.
- The cost or estimated cost of all deferred maintenance, repairs and replacements as are deemed necessary by the Cooperative to place the park space in suitable condition for another occupant.
- Legal and other expenses incurred by the Cooperative in connection with the default of such member and the resale of her or his membership. In the event the retiring member for any reason should fail for a period of ten (10) days after demand to deliver to the Cooperative her or his endorsed membership certificate, said membership certificate shall forwith be deemed to be cancelled and may be reissued by the Cooperative to a new purchaser.
In the event that, following termination of a Membership for cause, the member fails to surrender possession of the space or dwelling unit and the membership to the Cooperative, the Cooperative may institute legal actions, including unlawful detainer proceedings, to obtain possession of the space or dwelling unit and the share. Any notice provided pursuant to Sections 9 and 10 of this Article, shall not constitute notice as required by California law governing unlawful detainer actions.
Section 1. Place of Meetings. Meetings of the membership shall be held at the principal office or place of business of the Cooperative or at such other suitable place convenient to the membership as may be designated by the Board of Directors.
Section 2. Annual Meetings. The first annual meeting of the Cooperative shall be held within forty-five (45) days after the issuance of membership certificates to two-thirds of the eligible park residents. Thereafter, the annual meetings of the Cooperative shall be held on the first Sunday of October each succeeding year. At the annual meeting there shall be elected by written ballot of the members a Board of Directors in accordance with the requirements of Section 8 of this Article V and Section 5 of Article V of these Bylaws. The members may also transact such other business of the Cooperative as may properly come before them.
Section 4. Special Meetings. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by five (5) percent of the members having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths of the members present, either in person or by proxy.
Within twenty (20) days after receipt of a resolution or request demanding a special meeting, the Secretary shall give written notice thereof to all of the Members as herein provided, which shall specify the date, time, and place of the meeting and the matters to be considered thereat. Except in cases of emergency, the meeting shall be set for a date not fewer than fifteen (15) nor more than sixty (60) days after the receipt of the request.
Section 5. Notice of Meetings.
- It shall be the duty of the Secretary to deliver a notice of each annual, regular, or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each member of record, at his or her address as it appears on the membership book of the Cooperative, or if no such address appears, at his or her last known place of address, at least ten (10) but not more than twenty (20) days prior to such meeting. Service may also be accomplished by the delivery of any such notice to the member at his or her coach or last known address. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of the annual meeting and general membership meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the members.
- Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
- Removing a director without cause.
- Filling vacancies on the Board of Directors by the members.
- Amending the Articles of Incorporation, Bylaws, or Occupancy Agreement.
- Approving a contract or transaction in which a director has a material financial interest.
- Approving a plan of distribution of assets, other than cash, in liquidation.
Section 6. Quorum. The presence, either in person or by proxy, of at least forty percent of the members of record of the Cooperative shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of members. If the number of members at a meeting drops below the quorum and the question of a lack of quorum is raised, no business may thereafter be transacted.
Section 7. Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a time not less than five (5) days and not more than (30) days from the time the original meeting was called, at which subsequent meeting the quorum requirement shall be fifty percent of the number required by Section 6 of this Article IV.If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to members in the manner prescribed for regular meetings.
Section 8. Voting. Except when a vote is taken to elect members to the Board of Directors, each membership of the Cooperative shall be entitled to one vote on each matter submitted to a vote of the members. Memberships held by the Cooperative shall not be voted. If a membership is held by more than one person, individuals sharing the membership shall jointly decide how the one vote of the membership will be cast. There shall be no division of the vote into fractional votes. The vote of the majority of total members present at a meeting in person or by proxy shall decide any question brought before the members at that meeting. No member shall be entitled to cumulate votes for a candidate or candidates unless the candidate’s name or names have been placed in nomination prior to the voting and a member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given this notice all members may cumulate their votes for candidates in nomination. When a vote is taken to elect members of the Board of Directors under the cumulative voting system, each membership shall be entitled to cast that number of votes which equals the number of Board members to be elected. This total number of votes to be cast may be cast for any number of candidates. The vote will be taken by secret ballot.
Section 9. Proxies. A member may appoint any other member as his/her proxy. In no case may a member cast more than one vote by proxy in addition to his/her own vote. A proxy must be filed with the Secretary before the appointed time of each meeting.
Section 10. Action by Written Ballot Without a Meeting. Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Cooperative distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the Cooperative. Ballots shall be mailed or delivered in the manner required for giving notice in Section 5(a) of this Article. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Cooperative in order to be counted. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. A written ballot may not be revoked after its receipt by the Cooperative or its deposit in the mail, whichever occurs first.
Section 11. Conduct of Meetings. Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with any provision of law.
Section 12. Waiver of Notice or Consent by Absent Members.
- Written Waiver or Consent. The transactions of any meeting of members, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each person entitled to vote, who was not present, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the Cooperative records or made a part of the minutes of the meeting.
- Eligibility to Vote in Annual elections of Directors. Notwithstanding any contrary provision of this Section, the provisions of Section 5 of Article V shall apply in determining eligibility to vote in the annual Election of Directors.
- Waiver by Attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any rights to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
Section 13. Record Date for Member Notice, Voting, and Giving Consents.
- To Be Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a “record date,” which shall not be for more than 60 nor fewer than 10 days before the date of any such meeting, unless otherwise provided herein, nor more than 60 days before any such action without a meeting. Only members of record on the date so fixed are entitled to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Corporation Law.
- Failure of Board to Determine Date.
- Record Date for Notices or Voting. Unless fixed by the Board of Directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.
- Record Date for Written Consent to Action Without Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
- “Record Date” Means As of Close of Business. For purposes of this paragraph (b), a person holding membership as of the close of business on the record date shall be deemed the member of record.
Section 14. Order of Business. The order of business at all regularly scheduled meetings of the regular members shall be as follows:
- Roll call.
- Proof of notice of meeting or waiver of notice
- Reading of minutes of preceding meeting and approval of said minutes.
- Reports of officers.
- Report of committees
- Election of Directors.
- Unfinished business.
- New business.
Section 1. Number and Qualification. The affairs of the Cooperative shall be governed by a Board of Directors composed of nine (9) persons, all of who shall be members of the Cooperative. No household may hold more than one membership, nor shall more than one person in a household serve as a Director at any given time.
Section 2. Powers and Duties. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Cooperative and may do all such acts and things as are not by law or by these Bylaws directed or done by the members. The powers of the Board of Directors shall include but not be limited to:
- To accept or reject all applications for membership and admission to occupancy of a space or dwelling unit in the Cooperative, either directly or through an authorized representative.
- To establish monthly occupancy charges as provided for in the Occupancy Agreement, based on an operating budget formally adopted by such Board; such budget to provide for all cost, including maintenance, insurance, taxes, interest and principal payments, plus a reasonable amount for contingencies and capital reserve set aside.
- To engage an agent or employees for the management of the project under such terms as the Board may determine.
- To borrow money and incur indebtedness for the purposes of the Cooperative and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore.
- To initiate and execute disciplinary proceedings against members of the Cooperative for violations of provisions of the governing instruments (the Bylaws, the occupancy and Subscription Agreements, Park Rules and Regulations) in accordance with procedures set forth in the governing instruments.
- To enforce applicable provisions of the Articles, Bylaws and other instruments for the ownership, management and control of the cooperative.
- To pay taxes and assessments which are, or could become, a lien on the common area or a portion thereof.
- To contract for casualty, liability and other insurance on behalf of the cooperative.
- To contract for goods and/or services for the common areas, facilities and interests for the cooperative subject to the limitations set forth below.
- To delegate its powers to committees, officers or employees of the cooperative as expressly authorized by these Bylaws.
- To prepare budgets and financial statements for the cooperative as prescribed in the governing instruments.
- To enter upon any space or dwelling unit as necessary in connection with construction, maintenance or emergency repair for the benefit of the cooperative subject to the occupancy Agreement.
- To elect officers of the governing body.
- To fill vacancies on the governing body except for a vacancy created by the removal of a governing member.
- To terminate membership and occupancy rights for cause.
- To select and remove any of the officers, agents and employees of the cooperative, prescribe such powers and duties for them as may not be inconsistent with the law, and the Articles of Incorporation or these Bylaws, fix their compensation and require from them security for faithful services.
Section 3. Prohibitions. The Board shall be prohibited from taking any of the following actions, except with the vote or written assent of a majority of the voting power of the Cooperative:
- Incurring aggregate expenditures for capital improvements to the Cooperative property in any fiscal year in excess of 5% of the budgeted gross expenses of the Cooperative for that fiscal year.
- Selling during any fiscal year property of the Cooperative having an aggregate fair market value greater than 5% of the budgeted gross expenses of the Cooperative for that fiscal year.
- Filling of a vacancy on the Board created by the removal of the Board member by a vote of the membership.
- Use of the Corporate Equity without the vote or written consent of a two-thirds majority of the voting power of the Cooperative.
Section 4. Self-Dealing Transactions. Except as provided below, the Board shall approve a self-dealing transaction. A self-dealing transaction is one to which the Cooperative is a party and in which one or more of the Directors has a material financial interest or a transaction between this Cooperative and any entity in which one or more of its Directors has a material financial interest. The Board may approve a self-dealing transaction if a majority of the Board finds that the circumstances of any of the following exist:
- The fact of the common directorship or financial interest is disclosed or known to the Board of Directors and noted in the minutes, and the Board authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of such Director or Directors having a material financial interest.
- The fact of the common directorship for financial interest is disclosed or known to the members, and they approve or ratify the contract or transaction in good faith by a majority vote or written consent of members entitled to vote.
- The contract or transaction is just and reasonable as to the Cooperative at the time it is authorized or approved.
- Pre-Election Meeting of Board to Determine Eligible Voters, i.e. “Members in Good Standing,” for Annual Election.
- Not more than thirty nor less than twenty days before the annual meeting of the Cooperative, the Board of Directors shall review the eligibility of members to vote at the annual election. In order to be eligible, a member must be in “good standing.” To be in “good standing,” a member must be in compliance with these bylaws, park regulations and rules, occupancy Agreement and other applicable ordinances and statutes.
- At said meeting twenty to thirty days before the annual elections, the Board of Directors shall accept as nominees for the Board of Directors from the membership only the names of members in good standing. The Board of Directors may also nominate members in good standing as candidates for election.
- After said meeting but not less than twenty days prior to the annual meeting, the Board of Directors shall publish a list of those members in good standing who are eligible to vote at the annual elections. Publication shall consist of posting the names of members in good standing at the front door of the Community Hall for a period of not less than one week. The Board shall also Post, at the same time and in the same manner, the names and candidates statements, if any are provided, of members approved by the Board as candidates for election.
- Annual Meeting of the Membership.
- After a quorum is established for conducting business at the annual meeting and the meeting is called to order by the President, each member shall sign his or her name on the official ballot register. The President shall read the list of members in good standing and said member upon hearing his or her name shall approach the Secretary to receive his or her ballot and to sign the register acknowledging receipt of the ballot.
- After marking his or her ballot, the member shall put his or her marked ballot in a ballot box designated to receive all the votes.
- Once the voting has been completed, all the ballots are to be removed and counted before the, entire membership as set forth below. The regular business of the annual meeting may continue during the voting process.
- Upon completion of the voting the following process shall be followed:
- The Secretary shall remove the votes from the box.
- Another member shall announce to the public the votes as drawn from the ballot box.
- Another member shall write down the votes on a tally sheet with the names of the candidates.
- Another member shall make sure that the marks on the ballots match the names announced, and noted on the tally sheet.
- Another member will receive the ballot and will assure that they remain in a secure place. The Secretary shall be in charge of the votes and tally sheet.
- After the elections, the ballots, the list of persons that received a vote, and the results on the tally sheet, shall be deposited in an envelope and the signatures of the members assisting with the election process shall be stamped on the front of the envelope.
- In case of a tie-vote at the Annual Elections, the balloting procedure outlined above shall be repeated beginning at Section 4.2 of this Article.
- Absentee Ballots.
- Members unable to attend the annual meeting may deliver or mail an official absentee ballot to the Secretary before the start of the annual meeting. No other absentee ballots shall be considered valid. Absentee ballots must be requested from the Secretary no sooner than the date of publication of candidates’ names pursuant to Section (4)(1)(c) above and no later than 24 hours before the date of the annual meeting.
Section 6. Term of office. The term of the Directors nominated by the incorporator in the Articles of Incorporation shall expire when their successors have been elected at the first annual meeting or any special meeting held for that purpose. At the first annual meeting of the members the term of office of five Directors shall be fixed by lot at two (2) years and the term of office of four Directors shall be fixed at one (1) year. At the expiration of the initial term of office of each respective Director, his/her successor shall be elected to serve a term of two (2) years. The Directors shall hold office until their successors have been elected and hold their first meeting.
Section 7. Vacancies. Vacancies in the Board of Directors caused by any reason other than removal of a Director by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the members at the next annual meeting to serve out the unexpired portion of the term.
Section 8. Removal and Resignation of Directors. At any regular or special meeting duly called, any Director may be removed for cause by the affirmative vote of the majority of the entire regular membership of record, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. The term of any Director who becomes more than thirty (30) days delinquent in payment of his or her carrying charges or who fails to attend three consecutive unexcused meetings of the Board of Directors shall be automatically terminated and the remaining Directors shall appoint his or her successor as provided in Section 7, above. Any Director may resign at any given time by giving written notice to the other Directors of the Cooperative. Any such resignation shall take effect at a time which must be specified in such notice, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Fees and Compensation. Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as directors. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 9 of this Article.
Section 10. Restriction on Interested Directors. Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person compensated by the Cooperative for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 11. Annual Meeting. A regular annual meeting of the Board of Directors shall be held within ten (10) days of the meeting at which Directors are elected at such place as shall be fixed by the Directors, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present and providing that the date, time, and location of the meeting is announced at the annual meeting of members. The purpose of the regular annual meeting of directors shall be organization, the election of officers and the transaction of other business.
Section 12. Regular Meetings. Regular meetings of the Board of Directors shall be held at its principal office; emergency meetings may be held within or not more than five (5) miles from the principal office, as shall be determined by a majority of the Directors, but at least four such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, at least four (4) days prior to the day name for such meeting. Notice of the time and place of a regular meeting shall be posted at a prominent place within the common area. Notice of a meeting need not be given to any member who has signed a waiver of notice or a written consent to hold of the meeting. The President of the Board must be notified in writing with a written agenda attached of any meeting at least three days prior to the meeting of the board called by Directors for special meetings.
Section 13. Special Meetings. A special meeting of the Board of Directors may be called by written notice signed by the President or by any two members of the Board other than the President. The notice shall specify time and place of the meeting and the nature of any special business to be considered. Notice shall be posted in a prominent place within the common area and shall be sent to all Board members not less than 72 hours prior to the scheduled time of the meeting. Notice of the meeting need not be given to any Board member who has signed a waiver of notice or a written consent to holding of the meeting.
Section 14. Open Meetings. Regular and special meetings of the Board shall be open to members of the Cooperative. However, Cooperative members who are not on the Board may not participate in any deliberation or discussion unless expressly so authorized by the vote of the majority of the quorum of the Board.
Section 15. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver by him or her of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 16. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Cooperative, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 12 of this Article. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
Section 17. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 18. Fidelity Bonds. The Board of Directors shall require that all Officers and employees of the Cooperative handling or responsible for corporate or trust funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Cooperative.
Section 1. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all authority of the Board, except that no committee, regardless of Board resolution, may:
- Take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members’ approval.
- Fill vacancies on the Board of Directors or in any committee.
- Fix compensation of the directors for serving on the Board or on any committee.
- Amend or repeal bylaws or adopt new bylaws.
- Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
- Appoint any other committees of the Board of Directors or the members of these committees.
- Expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
- Approve any transaction (1) to which the Cooperative is a party and one or more directors have a material financial interest; or (2) between the Cooperative and one or more of its directors or between the Cooperative or any person in which one or more of its directors have a material financial interest.
Section 2. Meetings and Action of Committees. Meetings and action of committees snail be governed by, and held and taken in accordance with, the provisions of Article VI of these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of any committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
Section 1. Designation. The principal officers of the Cooperative shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint an assistant treasurer, and an assistant secretary, and such other officers as in their judgment may be necessary. The same person may fill the offices of Treasurer and Secretary.
Section 2. Election of officers. The officers of the Cooperative shall be elected annually by the Board of Directors at the annual meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and her or his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
Section 4. President. The President shall be the chief executive officer of the Cooperative. She or he shall preside at all meetings of the members and of the Board of Directors. She or he shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees from among the membership from time to time as she or he in her or his discretion decide are appropriate to assist in the conduct of the affairs of the Cooperative.
Section 5. Vice President. The Vice President shall take the place of the President and perform her or his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The vice President shall also perform other such duties as shall from time to time be imposed upon her or him by the Board of Directors.
Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Cooperative; he or she shall have the custody of the seal of the Cooperative; he or she shall have charge of the membership transfer books and of such other books and papers as the Board of Directors may direct; and he or she shall, in general, perform all the duties incident to the office of Secretary.
Section 7. Treasurer. The Treasurer shall have the responsibility for corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Cooperative. He or she shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Cooperative in such depositories as may from time to time be designated by the Board of Directors.
Section 8. Resignation of Officers. Any officer may resign at any time by giving written notice to The Cooperative. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 9. Vacancies in Offices. A vacancy in any office because of death resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.
Section 1. Inspection Rights. Any member of the Cooperative may:
- Inspect and copy the records of members’ names and addresses and voting rights during usual business hours on five days’ prior written demand on the cooperative, and
- Obtain from the secretary of the cooperative, on written demand, a list of names and addresses of members who are entitled to vote for the election of directors, showing the voting rights as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. This list shall be made available to any such member by the secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.
Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts. The individual files of members and/or employees of the Cooperative shall be reviewed by members of the Board of Directors only after a majority vote of the Board of Directors, Corporate business and/or personnel files of individual members and/or employees may be reviewed by the members of the Board of Directors solely at a duly called Board meeting, after an appropriate motion and majority vote of the Board in favor of such a review of the individual member’s and/or employee’s file. Said individual member and/or employee file may be viewed solely in furtherance of purposes of the Cooperative. The review of said individual files shall be recorded in the minutes of the meeting.
Section 2. Maintenance and Inspection of Articles and Bylaws. The Cooperative shall keep at its principal executive office the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
Section 3. Maintenance and Inspection of Other Corporate Records. The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Cooperative. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, and at reasonable time during usual business hours, for a purpose reasonably related to the member’s interests as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Cooperative.
Section 4. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Cooperative and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
Section 5. Annual Report. The Cooperative shall provide to the directors, and to those shareholders who request it in writing, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:
- The assets and liabilities, including the trust funds, of the Cooperative as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the Cooperative, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses and disbursements of the Cooperative, for both general and restricted purposes, during the fiscal year.
- Any information required by California Corporations Code Section 632.
Section 1. Fiscal Year. The first fiscal year of the Cooperative shall begin on the first day of July every year, except that the first fiscal year of the Cooperative shall begin on October 23, 1987, the date of incorporation.
Section 2. Budgets and Financial Statements. The Cooperative shall regularly prepare and distribute financial statements and related information to its members in accordance with the following:
- A budget for each fiscal year shall be distributed not less than forty-five (45) days nor more than sixty (60) days prior to the beginning of the fiscal year. This budget shall contain at least the following:
- The estimated revenues and expenses on an accrual basis;
- The amount of the total cash reserves currently available for replacement or major repair of common facilities and for contingencies;
- Concerning any major components of the common areas and facilities for which the Cooperative is responsible, the following information: (A) an itemized estimate of the remaining life; (B) the methods of funding to defray the costs of repair, replacement, or additions; and (C) a general statement of procedures used to calculate and establish reserves for the expenses set forth in (B) above. For any fiscal year in which the gross income to the Cooperative exceeds $75,000, a copy of a review of the financial statement prepared in accordance with generally accepted accounting principles by a licensee of the California State Board of Accountancy shall be distributed within ten (10) days after the close of the fiscal year.
- A statement as to the Cooperative’s policies and practices in enforcing lien rights or other legal remedies for default in payment of carrying charges against members shall be distributed within sixty (60) days prior to the beginning of each fiscal year.
Section 3. Inspection of Books. The Cooperative’s Membership records, books of account, other books and records, the minutes of the meetings of the Members, of the Board, and of committees of the Board shall be made available for inspection as follows:
- Any member shall have the right to inspect the above records and copy them at any reasonable time and for a purpose reasonably related to his or her interest as a member. This right is subject to the power of the Board to set reasonable times for inspection, notice requirements, and fees to cover the cost of making copies of the documents requested by a member.
- Every Director shall have the absolute right to inspect all books,records, and documents of the Cooperative and the physical properties owned or controlled by the Cooperative at any reasonable time. The right of inspection by a Director includes the right to make extracts and copies of documents.
Section 4. Review of Fiscal Affairs. The Board of Directors shall, on a quarterly basis, review the following:
- A current reconciliation of the Cooperative’s operating accounts.
- A current reconciliation of the Cooperative’s reserve accounts.
- The current year’s actual reserve revenues and expenses compared to the current year’s budget.
- An income and expenses statement for the Cooperative’s operating and reserve accounts.
Section 5. Execution of Corporate Documents. With the prior authorization of the Board of Directors, air notes and contracts, including occupancy Agreements, shall be executed on behalf of the Cooperative by either the President or the Vice President, and all checks shall be executed on behalf of the Cooperative by two people as designated by the Board, one of which shall be either the President, the Vice President, or the Treasurer.
Section 2. Total Monthly Regular Assessments. The Total Monthly Regular Assessments (“Regular Assessments”) shall be equal to one-twelfth of the following items:
- The annual cost of all operating expenses of the Park and services furnished.
- The annual cost of necessary management and administration of the property.
- The annual amount of all taxes and assessments levied against the Park or other property of the Cooperative for which it is required to pay.
- The annual cost of fire and extended coverage insurance on the property and such other insurance as the Cooperative may obtain or as may be required by any mortgagee on the property.
- The annual cost of furnishing water, electricity, heat, gas, garbage, and trash collection, and other utilities, if furnished by the Cooperative.
- The annual deposit made by the Cooperative into all reserves set up by the Board of Directors, including the general operating reserve and the reserve for replacements.
- The estimated annual cost of repairs, maintenance, and replacements of the Park property to be made by the Cooperative.
- The annual amount of principal, interest, mortgage insurance premiums, and other required payments on any mortgages on the property.
- Any other expenses of the Cooperative approved by the Board of Directors including operating deficits, if any, for prior periods.
The Board of Directors shall establish the amount of the Regular Assessments annually but may do so at more frequent intervals, should circumstances so require. No member shall be charged with more than his/her proportionate share of the Regular Assessments. The Board of Directors may not increase the Regular Assessment except as provided for in Section 3 of this Article XI of the Bylaws.
Section 3. Increase in Regular Assessments. The Board of Directors may not impose, except as provided in this section, a Regular Assessment that is more than twenty percent (20%) greater than the Regular Assessment for the Cooperative’s preceding fiscal year without the approval of the members casting a majority of the votes.
The provisions of this section do not limit assessment increases for the following purposes:
- The maintenance or repair of the common areas or other areas which the Cooperative is obligated to maintain or repair, including, but not limited to, the payment of insurance premiums, the payment of utility bills, the costs incurred in maintaining or repairing structures or improvements, and funding reserves.
- Addressing emergency situations.
Section 4. Special Assessments. In addition to the Regular Assessment authorized above, the Cooperative may levy, in any fiscal year, a Special Assessment (“Special Assessment”) applicable to that year for the purpose of defraying in whole or in part, the common expenses of the Cooperative for any fiscal year (including, but not limited to, unanticipated delinquencies, costs of construction, unexpected repairs or replacement or reconstruction of capital improvements in or on the common area, including fixtures and personal property related thereto). Any Special Assessment other than an Individual Special Assessment shall be levied against each of the members in the same proportion as the Regular Assessments and may be enforced in the same manner as the Regular Assessment.
Section 5. Limitation on Special Assessments. In any fiscal year, the Board of Directors may not, without the vote or written assent of a majority of the voting members of the Cooperative, levy Special Assessments to defray the costs of any action or undertaking on behalf of the Cooperative which in the aggregate exceed five percent (5%) of the budgeted gross expenses of the Cooperative for that fiscal year. Special Assessments which in the aggregate are five percent (5%) or less than five percent (5%) of the budgeted gross expenses of the Cooperative may be levied by the Board of Directors without vote or assent of the members.
Section 6. Individual Special Assessments. The Cooperative may levy an Individual Special Assessment (“Individual Special Assessment”) against a member in order to obtain reimbursement of funds expended by the Cooperative, provided that such an individual Special Assessment may only be levied to reimburse the Cooperative for costs incurred in bringing the member and his/her membership into compliance with provisions of the Bylaws, Occupancy Agreement and Declaration of the Cooperative, including the cost of any repairs for which the member is responsible according to the provisions of the Bylaws and Occupancy Agreement.
Section 7. Delinquent Assessments. Regular Assessments, Special Assessments, and Individual Assessments, (hereinafter collectively and individually referred to as “Assessments”) shall be delinquent fifteen (15) days after they become due. If an Assessment is delinquent the Cooperative may recover all of the following:
- Reasonable costs incurred in collecting the delinquent Assessment, including reasonable attorney’s fees.
- A late charge not to exceed ten percent (10%) of the delinquent Assessment or ten dollars ($10), whichever is greater.
- Interest on all sums imposed in accordance with this section, including the delinquent Assessment, reasonable costs of collection, and late charges, at an annual percentage rate of twelve percent (12%) interest, commencing thirty (30) days after the Assessment comes due.
If any installment of a Regular Assessment is not paid within fifteen (15) days after its due date, the Board of Directors may proceed to collect the deficiency and declare a default pursuant to the foreclosure provisions of Section 2924 et. seq. of the California Civil Code, in addition to any other remedies provided in the Declaration, by the Bylaws, the occupancy Agreement or by law.
Section 8. Procedure for Perfection of Lien of Assessment. In the event any Assessment is not paid within fifteen (15) days after the day upon which it becomes due, the Board of Directors may deliver a “Notice of Delinquent Assessment” to the Member assessed and may cause a copy of said Notice to be recorded in the official Records of the County of Santa Cruz. Said Notice shall state the amount of the assessment then due and unpaid, a description of the unit against which such assessment has been levied, the name of the record holder of the Occupancy Agreement on such unit, and the name and address of the trustee authorized by the Cooperative to enforce the lien upon the Occupancy Agreement on such unit, and the name and address of the trustee authorized by the Cooperative to enforce the lien by non-judicial foreclosure (in the event the Cooperative so elects), and shall be signed by a representative designated by the Board. When such a Notice has been recorded, the Assessment described therein shall constitute a lien upon the occupancy Agreement identified therein, which lien shall be prior in right to all other liens thereafter arising, except all taxes, assessments or other levies which by law would be prior thereto and except for the lien of any mortgage recorded prior to the date any such Assessment became due. Such Assessment lien shall be in favor of the Cooperative and shall be for the benefit of all members.
Section 9. Enforcement of Lien of Assessment. A lien for unpaid Assessments may be enforced by sale by the trustee designated in the “Notice of Delinquent Assessment”, or by a trustee substituted pursuant to Section 2934a of the California Civil Code, after failure to the member to pay such Assessment in accordance with its terms. Any such sale shall be conducted in accordance with the provisions of Section 2924, 2924b, and 2924c of the California Civil Code, applicable to the exercise of powers of sale in mortgages and deeds of trust. The lien may also be enforced by the Cooperative, its attorney or any other person in any other manner permitted by law, including judicial foreclosure. The Cooperative, acting on behalf of the members, shall have the power to bid for the interest at a foreclosure or trustee’s sale and to acquire or take by deed in lieu of foreclosure, and hold, lease, mortgage and convey the same. The Cooperative’s lien rights pursuant to this Article X shall be in addition to other rights and remedies of the Cooperative pursuant to the Articles, Bylaws, the Declaration and California law, including the right to terminate Membership and occupancy rights of members for cause and to repossess units by unlawful detainer proceedings.
Section 10. Expiration and Satisfaction of Lien. Upon the payment of amounts secured by a lien the Cooperative-shall promptly cause a “Notice of Release of Lien” to be recorded stating the satisfaction and release of such lien.
Article XI. Indemnification
This Cooperative shall indemnify its Directors, officers, employees, and agents, including persons formerly occupying any such position, to the fullest extent permitted by law, against all expenses, judgments, fines and other amounts actually and reasonably incurred by their connection with any threatened, pending, or completed action or proceedings, whether it is civil, criminal, administrative or investigative.
In all cases where indemnification is sought, the Cooperative shall be subject to the following restrictions and requirements:
- Where the action or proceeding is brought in behalf of the Cooperative or involves self-dealing transactions, as defined in Section 4 of Article V of these Bylaws, the Cooperative shall not indemnify against amounts paid in settlement or judgment amounts, but shall, upon the express authorization of the Board, indemnify the Director, officer, employee or agent against expenses incurred in defense of an action arising from his or her relation to the Cooperative. The indemnify in such cases the Board must find the person met the statutorily proscribed standard of care by acting (1) in good faith, (2) in the best interests of the Cooperative, and (3) with the care of an ordinarily prudent person.
- Where the person seeking indemnification under this section has been held liable to the Cooperative, or has settled his or her liability to the Cooperative, the Cooperative shall not indemnify against expenses without the approval of the court or the Attorney General.
- The Board shall determine whether the person seeking indemnification has acted in accordance with the standard of care set forth in subsection (a) of this section by a majority vote of a quorum consisting of disinterested Directors. The termination of any proceeding in a manner adverse to the defendant seeking indemnification shall not create a presumption that such person failed to meet the standard to care.
- Where the person seeking indemnification has been successful on the merits in defense of any action or proceeding brought on behalf of the corporation or in defense of any claim or issue involved in such action or proceeding, the Cooperative shall indemnify against all expenses actually or reasonably incurred.
- The Cooperative shall not advance any money to the person seeking indemnification for the purpose of defending against any action or proceeding without the receipt of an undertaking by such person to repay all advances unless it is ultimately determined that he or she is entitled to indemnification.
Article XII. Condemnation
In the event of any taking of the Park, or any part thereof, by eminent domain, the Cooperative shall be entitled to receive the award of such taking. The Cooperative shall use the proceeds of the taking in the following order:
- Payment of any amounts required by any mortgagee under the terms of the agreements between the mortgagee(s) and the Cooperative.
- Establishment of an account in the name of the Cooperative, funded in the amount necessary to repair or rebuild any facilities which have been taken or adversely affected by the taking.
- Purchase of memberships from the Cooperative members whose space was taken or partially taken such that the space is no longer able to be occupied. If insufficient funds are available from the condemnation award to fully purchase all of the memberships so affected, then the proceeds shall be allocated on a proportional basis to each member so affected.
- The Cooperative shall retain any funds and may use the funds in accordance with Section 7(e) of Article IV.
Article XIII. Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the feminine gender includes the masculine and neuter, the singular number includes the plural, the plural includes the singular, and the term “person” includes both the Cooperative and a natural person.
Article XIV. Amendments
Section 1. These bylaws may be amended by the affirmative vote of two-thirds of the entire membership of record at any regular or special meeting, excepting that the provisions of Section 7 of Article III and of this Article XIV may only be amended by unanimous vote of the entire membership of record and only with the prior approval of the City of Santa Cruz, and, while its regulatory agreement is in effect the California Department of Housing and Community Development. Amendments may be proposed by the Board of Directors or by petition signed by at least twenty (20) percent of the members. A description of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment is to be voted upon.
Article XV. Corporate Seal
Section 1. Seal. The Board of Directors shall provide a suitable corporate seal containing the name of the Cooperative, which seal shall be in the charge of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer or any assistant secretary or assistant treasurer.