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BY-LAWS

OF

AEGEAN HILLS HOMEOWNERS ASSOCIATION

 

PREAMBLE

The Aegean Hills Homeowners Association, incorporated under the laws of the State of California, is a non-profit organization whose purpose is to serve the community of Aegean Hills. Aegean Hills consists of the areas bounded by the San Diego Freeway, La Paz Road, the Amtrak Railway, Los Alisos Blvd., and Aliso creek. This is the area formerly identified as CSA12, which was annexed into the city of Mission Viejo in December of 1992. Neighborhoods in Aegean Hills, which do not have mandatory homeowner associations, are eligible for membership in Aegean Hills Homeowners Association.

The association serves as a channel for the flow of information concerning the community it represents, both to and from city government and public information media.

Within the area it serves, the Association assists its members in the maintenance of a desirable community environment. As a matter of policy, legitimate concerns of residents or business within Aegean Hills, brought to the attention of the Association, are equally dealt with, without regard for the membership status of the concerned party.

The Association, wherever and whenever possible, cooperates with other organizations on projects which, in the opinion of the Board of Directors, serve the interests of the community it represents

ARTICLE 1 -- OFFICES

  1. Office Address
  2. The address for mail to this corporation is P.O. Box 2732, Mission Viejo, CA 92690.

  3. Office Location

The principal office of the corporation shall be located within the boundaries of Aegean Hills, California. Its location may vary from time to time to suit needs for the conduct of business of the corporation as determined by its Board of Directors.

ARTICLE II -- POLICIES

  1. This organization shall be non-commercial, non-sectarian, and non-partisan.
  2. This Association shall be operated exclusively by its members to enable its members to exchange ideas and information with a view toward achieving cooperative action on matters relating to and affecting the residential and commercial character of the area.
  3. This Association shall, wherever and whenever possible, cooperate with organizations and civic commissions on projects for the betterment of the entire community.
  4. This Association shall promote friendly relations, social activities, and civic interest in the community and the city of Mission Viejo.

ARTICLE III -- MEMBERSHIP AND DUES

  1. Every family dwelling in the Aegean Hills area bounded by the San Diego Freeway, La Paz Road, the Amtrak Railway, Los Alisos Blvd, and Aliso Creek that are not in an mandatory association, is eligible for one membership in the Association upon proper application and payment of dues.
  2. Each family membership due shall be $20.00 per year.
  3. Each Business memberís dues shall be $20.00 per year.
  4. Dues are payable annually and are considered delinquent after January 31.
  5. Membership in the Association shall not be transferable and no dues are refundable.
  6. Membership in good standing is required for voting eligibility.
  7. At all meetings, members may vote in person, by proxy, or by absentee ballot, and each residence shall have one vote.

ARTICLE IV -- BOARD OF DIRECTORS

  1. The Board of Directors shall be the governing body of the Association with the right to transact all Association business unless otherwise provided in these By-Laws.
  2. The Board of Directors shall be composed of six to nine members.
  3. The term of office for elected members of the Board of Directors shall be two years.
  4. Directors elected shall make the following specific assignment of officers among themselves each year: President, Vice-President, Secretary, and Treasurer.
  5. No member of the Board of Directors shall hold more than one office on the Board at one time.
  6. Any vacancy occurring on the Board of Directors shall be filled by appointment by the Board for the balance of the term of office.
  7. Any member of the Board with three unexcused absences shall automatically terminate his/her directorship.
  8. If a Board member moves from the area AHHA covers, or if he/she is serving because his/her business was in the area at that time of his election or appointment but is no longer in the area, his/her position on the Board shall be deemed vacant.

ARTICLE V -- DUTIES OF OFFICERS

  1. Officers
    1. President
        1. The President shall call and conduct all regular and special meetings of the Board of Directors and all regular and special meetings of the Association.
        2. The President shall assure that the Board members perform their duties as outlined in the By-Laws.
        3. When a need for a committee has been determined, the president shall appoint a member or a Director to chair the committee. Such an appointment shall be subject to approval by a majority vote of the Board of Directors.
        4. The President shall sign as President all instruments of writing approved by the Board of Directors.
        5. Pertaining to any press release, approval must be secured from one officer and two Board Members.
        6. The President and /or Treasurer with the Secretary as alternate for either in the event of their absence, shall sign all checks for the organization.
        7. The President shall be an ex-officio member of each committee without voting privileges.
        8. At the close of this office, the President shall submit all Association records, files, and books to the newly elected officers.
    2. Vice-President
        1. The Vice-President shall assume all duties of the President in the President.
        2. The Vice-President shall assist the President at all times.
        3. The Vice-President shall be an ex-officio member of each committee without voting privileges.
        4. The Vice-President shall be responsible for preparing programs for general membership meetings when such programs are deemed necessary by the president or the Board of Directors.
        5. The Vice-President shall assure that adequate meeting places are secured for all general membership and Board of Directors meetings.
        6. The Vice-President shall assume the duties of Secretary in the absence of the Secretary.
        7. The Vice-President shall assure completion of an audit of the Associationís books. This audit shall occur annually and within one month of the closure of the books for the previous year.
    3. Secretary
        1. First duties of the current secretary shall be to insure that the current list of newly elected officers is filed with the proper state officials or agencies, in accordance with state corporation law.
        2. The secretary shall keep an accurate set of minutes of each Board meeting, including names of speakers, and have the same available, in duplicate and in good form, for reading at the next meeting.
        3. The Secretary shall make the minutes available for inspection by any member in good standing, upon request.
        4. At the close of this term of office, the complete up-to-date set of minutes shall be delivered to the President. Such minutes shall be transcribed in proper sequence and shall be properly filed.
        5. In the absence of both the president and Vice-president, the secretary will assume the duties of the President.
        6. The Secretary summarizes the minutes of meetings for the Newsletter, as appropriate.
        7. The secretary shall mail a copy of each newsletter published to the secretary of the mandatory homeowner associations in the borders of Aegean Hills.The Secretary shall assure preparation and proper handling of all written correspondence of the Association.
        8. The Secretary shall mail all correspondence authorized by AHHA.
        9. The Secretary shall maintain a file of all correspondence, incoming and outgoing. The file of all correspondence shall be turned over to the President in an up-to-date order prior to installation of new officers.
        10. The Secretary shall be an alternate for either the President or Treasurer, in the event of their absence, in signing all checks of the organization.
        11. The Secretary shall be called upon to perform the duties of Parliamentarian whenever needed.
    4. Treasurer
        1. The Treasurer shall maintain a bank account of the Associationís funds
        2. The Treasurer shall record in simplified form of bookkeeping all funds, both incoming and outgoing, of the Association.
        3. The Treasurer shall disburse only funds authorized by the Board of Directors. Checks in excess of $250.00 shall require two signatures and approval of an absolute majority of the Board of Directors.
        4. The Treasurer shall be responsible for the preparation and filing of the necessary non-profit corporation income tax forms, both state and federal, in duplicate. One copy shall be retained by the Treasurer to be submitted with other records, at the end of his term, to the President.
        5. In the absence of the President, Vice-President, and Secretary, the Treasurer will assume the duties of the President.
        6. The Treasurer will submit monthly a detailed report and submit bills for payment.

         

  2. Removal Provision
  3. Removal of any member of the Board of Directors may be initiated by a motion made by a member of the Board of Directors. Upon approval of such a removal motion by two-thirds (2/3) vote of the Board members, the member named in the motion shall be considered removed from office immediately upon such a vote.

     

  4. Vacancies

A vacancy shall be declared when any elected member of the Board of Directors fails to attend three consecutive board meetings without just cause at which time an alternate shall be appointed by the Board to fill his unexpired term.

 

ARTICLE VI -- MEETINGS

  1. General Membership
    1. A general meeting shall be held during each calendar year in the months of January or February. Members shall be notified by newsletter of the time and the place of the meeting seven (7) days in advance.
    2. Special meetings may be called by the Board of Directors or by a petition signed by ten (10) percent of the paid membership with seven (7) daysí advance notice to the membership.
  2. Board Meetings
    1. The Board of Directors shall meet monthly unless otherwise designated by the Board. A special Board meeting may be called by the President or by a request of five embers of the Board, but all members of the Board must be notified at least three days in advance.
    2. At any special or regular meeting of the Board, a majority of the Board shall constitute a quorum.
    3. The President shall vote only in the event of a tie.

 

ARTICLE VII -- SELECTIONS, NOMINATIONS, AND VOTING

  1. Selection of the Board of Directors
  2. Members of the Board of Directors shall be comprised of volunteers from the General Membership.

      Recruiting of potential new members of the Board shall commence whenever a vacancy occurs on the Board of Directors.

        1. Volunteers shall be nominated by a member of the Board and voted on by all Board Members in a closed session. A simple majority vote of all Board Members shall be sufficient to elect a new member to the Board.

 

ARTICLE VIII -- AMENDMENTS

These By-Laws shall be amended by an absolute two-thirds (2/3) vote of the Board members at a meeting designated and announced for that purpose.

 

ARTICLE IX -- PARLIAMENTARY AUTHORITY

Roberts Rules of Order (latest revision) shall be the authority on all points of order not covered by these By-Laws.

 

ARTICLE X -- MISCELLANEOUS

  1. No funds, other than dues, shall be assessed against members of the Association.
  2. Any sum of money set aside for any specific purpose or charity shall not be used for any other purpose unless authorized by two-thirds (2/3) majority vote at any general meeting of members.
  3. No member, officer, or director, as such shall be personally liable for any indebtedness or liability of the Association, and any and all creditors shall look only to the assets of the Association for payment.
  4. No member of the Association shall receive any salary or remuneration for services rendered to the Association, unless such member is hired by the Board of Directors to perform a service for the Association.
  5. The Board of Directors shall adopt a general budget within ninety days of the commencement of each fiscal year.
  6. Disbursement of funds upon dissolution

All Association assets (net of liabilities) shall be disbursed to like or charitable organizations by Board of Directors Action. No member of the Association shall receive direct benefit from such dissolution.

ARTICLE XI -- DEFINITONS

  1. Member in good standing
  2. A family residing in a dwelling or in a business located in Aegean Hills, whose dues are fully paid for the current fiscal year, shall be a member in good standing.

  3. Absence
  4. An officer shall be declared absent any time that he is not present to perform required duties in a timely manner.

  5. Closure of book is by fiscal year.

  6. Fiscal year: January 1 through December 31

 

By-Laws amended by vote of the Board of Directors and adopted by the Board on January 14, 2004.

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