Bylaws, Article V
ARTICLE V
Membership Meetings
[5.1]Section 1. Place of Meeting.
Meetings of the Members shall be held at the offices of the Association within the Properties or at such other reasonable place within Sacramento County and at such time as may be designated by the Board in the notice of the meeting.
[5.2] Section 2. Annual Meeting.
There shall be an annual meeting of the Members in March of each year. The date, time, and location of the meeting shall be established by the Board and set forth in the notice of meeting sent to the Members.
[5.3]Section 3. Special Meetings.
(a) Persons Entitled To Call Special Meetings.
A majority of the Board, the President or 5 percent or more of the Members may call special meetings of the Members at any time to consider any lawful business of the Association.
(b) Procedures for Calling Special Meetings Requested by Members.
If a special meeting is called by Members other than the Board of Directors or President, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President, any Vice President, or the Secretary of the Association. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote, in accordance with the provisions of this Section 3, that a meeting will be held, and the date, time, and purpose for such meeting, which date shall be not less than 35 days nor more than 90 days following the receipt of the request.
If notice of the meeting is not given within 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of Members may be held when a meeting is called by action of the Board of Directors or the President.
[5.4] Section 4. Notice of Members’ Meetings.
(a) Requirement That Notice Be Given.
Notice of all regular and special meetings of the Members shall be sent or otherwise given in writing to each Member who is eligible to vote at the meeting as of the record date for notice established in accordance with Article V, Section 8.
(b) Time Requirements for Notice.
The notice of membership meetings shall be given in the manner specified in subparagraph (e) of this Section 4, not less than 10 nor more than 90 days before the date of the meeting. If notice is given by mail and the notice is not given by first-class, registered, or certified mail, the notice shall be given not less than 20 days (nor more than 90 days) before the meeting.
(c) Minimum Requirements Regarding Content of Notice.
The notice of any membership meeting shall specify the place, date, and hour of the meeting. In the case of a special meeting, the notice shall also state the general nature of the business to be transacted, and no other business may in that case be transacted at the special meeting. In the case of a regular meeting, the notice shall also describe those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the Members; but any proper matter may be presented at the meeting for such action so long as a quorum is present. The notice of any meeting at which directors are to be elected shall include the names of all those individuals who are nominees at the time the notice is given to the Members.
(d) Specification of Certain Significant Actions.
If any action is proposed to be taken at any membership 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 or consent states the general nature of the proposal(s):
(i) Removing a director without cause;
(ii) Filling vacancies on the Board of Directors under those circumstances where a vote of the Members is required pursuant to Article VII, Section 6 of these Bylaws;
(iii) Amending the Articles of Incorporation of this Association, these Bylaws or the Declaration in any manner requiring approval of the Members;
(iv) Approving a contract or transaction between the Association and one or more of its directors, or between the Association and any corporation, firm, or association in which one or more of its directors has a material financial interest;
(v) Approving any change in the Association’s assessments in a manner requiring membership approval under the Declaration; or
(vi) Voting upon any election to voluntarily terminate and dissolve the Association.
Notice of any meeting of Members shall be given either personally or by first-class mail, telegraphic, or other written communication, charges prepaid, addressed to each Member either at the address of that Member appearing on the books of the Association or the address given by the Member to the Association for the purpose of notice. If no address appears on the Association’s books and no other has been given, notice shall be deemed to have been given if either
(i) notice is sent to that Member by first-class mail or telegraphic or other written communication to the Association’s principal office, or
(ii) notice is published at least once in a newspaper of general circulation in the County. Notice shall be deemed to have been given at the time when the notice is delivered personally or deposited in the mail postage repaid) or sent by telegram or other means of written or electronic communication to the recipient.
An affidavit of the mailing or other means of giving any notice of any Members’ meeting may be executed by the Secretary or the Assistant Secretary of the Association, and if so executed, shall be filed and maintained in the minute book of the Association. Such affidavit shall constitute prima fade evidence of the giving of notice.
[5.5] Section 5. Quorum Requirements.
(a) Quorum Requirements Generally.
The following quorum requirements must be satisfied in order to take valid action at any meeting of the Members or by written ballot in accordance with Article IV, Section 6 of these Bylaws:
(i) Quorum for Votes on Assessment Increases and of Removal of Directors
From Office. In the case of any membership meeting or written ballot called or conducted for the purpose of voting on assessment increases requiring membership approval (see Article IV of the Declaration) and removal of any director from office, the quorum requirement for valid action on the proposal shall be the percentage specified in Civil Code Section 1366 or comparable superseding statute. That quorum percentage is currently a majority of the Members.
(ii) Quorum for Valid Action on Other Matters.
In the case of a membership meeting or written ballot called or conducted for any other purpose, the quorum shall be thirty three (33%) percent of the Members eligible to vote and represented in person or by proxy.
(iii) Reduction in Quorum Percentage for Action on Other Matters.
If the minimum quorum percentage specified in subparagraph (c)(ii), above, is not satisfied after the meeting may be adjourned to another time and/or place not more than 30 days after the initial meeting date (see Article V, Section 6, below) and at the reconvened meeting the quorum percentage shall be reduced to 15 percent of the voting power of the Members. If this reconvened meeting is attended by less than one-third of the voting power of the members (but a quorum is present) the only matters upon which action may validly be taken are those matters the general nature of which were described in the notice of the meeting, subject in all instances to the limitations on voting at meetings imposed by Article IV, Section 4(a).
(b) Members Represented by Proxy.
Members present at a membership meeting in person or by proxy shall be counted toward satisfaction of the quorum requirements specified herein.
(c) Effect of Departure of Members From Meeting.
The Members present in person or by proxy at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, so long as any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. If a quorum is never established for the meeting, a majority of those Members who are present in person or by proxy may vote to adjourn the meeting for lack of a quorum, but no other action may be taken or business transacted.
[5.6]Section 6. Adjourned Meeting.
Any Members’ meeting, annual or special, whether or not a quorum is present, may be adjourned to another place and/or time (but not for more than 45 days) by the vote of the majority of Members present at the meeting either in person or by proxy. Unless there is an absence of a quorum (in which case no business other than adjournment may be transacted), the reconvened meeting may take any action that might have been transacted at the original meeting.
(b) Notice Requirements for Adjourned Meetings.
When a Members’ meeting is adjourned to another time or place, notice need not be given of the new meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if after adjournment a new record date (see Article V, Section 8), is fixed for notice or voting, a notice of the rescheduled meeting must be given to each Member who on the record date for notice of the meeting is entitled to vote thereat.
[5.7] Section 7. Waiver of Notice or Consent by Absent Members.
(a) Waivers and Consents Generally.
If decisions are made or an action is otherwise taken by the Members at a meeting where a quorum is present, but for which proper notice was not given to all Members for whatever reason, the decisions or actions made at that meeting will be valid if, either before or after the meeting, each person entitled to vote who was not present at the meeting in person or by proxy consents to the meeting by signing
(i) a written waiver of notice,
(ii) a consent to holding the meeting, or
(iii) an approval of the minutes. The waiver of notice or consent need not specify the purpose or general nature of business to be transacted at such meeting unless action was taken or is proposed to be taken at the meeting with respect to any matters specified in Article V. Section 4(d), in which case, the waiver of notice or consent must state the general nature of such matter(s). All such waivers, consents, or approvals shall be filed with the Association records or be made part of the minutes of the meeting.
(b) Effect of a Member’s Attendance at a Meeting.
Attendance by a Member or his or her proxy holder at a meeting shall also constitute a waiver of any objections such person may have with respect to notice of that meeting, except when the Member or proxy holder attends the meeting for the sole purpose of objecting at the beginning of the meeting to the transaction of any business because of the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting that are required to be described therein pursuant to Article V, Section 4(d), if that objection is expressly made at the meeting.
[5.8] Section 8. Record Dates for Member Notice; Voting and Giving Consents.
(a) Record Dates Established by the Board of Directors.
For the purpose of determining which Members are entitled to receive notice of any meeting, vote, act by written ballot without a meeting, or exercise any rights in respect to any other lawful action, the Board of Directors may fix, in advance, a “record date” and only Members of record on the date so fixed are entitled to notice, to vote, or to take action by written ballot or otherwise, as the case may be, notwithstanding any transfer of any membership on the books of the Association after the record date, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Mutual Benefit Corporation Law. The record dates established by the Board pursuant to this Section shall be as follows:
(i) Record Date for Notice of Meetings.
In the case of determining those Members entitled to notice of a meeting, the record date shall be no more than 90 nor less than 10 days before the date of the meeting;
In the case of determining those Members entitled to vote at a meeting, the record date shall be no more than 60 days before the date of the meeting;
(iii) Record Date for Action by Written Ballot Without Meeting.
In the case of determining Members entitled to cast written ballots, the record date shall be no more than 60 days before the day on which the first written ballot is mailed or solicited; and
(iv) Record Date for Other Lawful Action.
In the case of determining Members entitled to exercise any rights in respect to other lawful action, the record date shall be no more than 60 days prior to the date of such other action.
(b) Failure of Board to Fix a Record Date.
If the Board, for any reason, falls to establish a record date, the following rules shall apply:
(i) Record Date for Notice of Meetings.
The record date for determining those Members entitled to receive notice of a meeting of Members shall be the business day preceding the day on which notice is given, or, if notice is waived, the business day preceding the day on which the meeting is held.
The record date for determining those Members entitled to vote at a meeting of Members shall be the day of the meeting, or in the case of an adjourned meeting, the day of the adjourned meeting.
(iii) Record Date for Action by Written Ballot Without Meeting.
The record date for determining those Members entitled to vote by written ballot on proposed Association actions without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited. 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.
(iv) Record Date for Other Lawful Action.
The record date for determining those Members entitled to exercise any rights in respect to any other lawful action shall be Members at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.
(v) “Record Date” Means as of Close of Business.
For purposes of this subparagraph (b) a person holding a membership as of the close of business on the record date shall be deemed the Member of record.