AMENDED AND RESTATED BY-LAWS SAGUARO CAYNON

AMENDED AND RESTATED
BY-LAWS
OF
SAGUARO CAYNON SUBDIVISION
HOMBOWNERS' ASSOCIATION, INC.
Saguaro Canyon Subdivision Homeowners' Association, Inc.
Table of Contents
Page
ARTTCLE
I - GENERAL PLAN OF OWNERSHIP.,.,,...,,.,
ARTICLE 2 - MEMBERS, VOTING, MAJORITY OF DELEGATES,
QUORUM,
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PROXIES
,.,,..,,,.,,I
ARTICLE 3 - ADMINIS
ARTICLE 4 - BOARD OF
DrRECTORS.,,..,....,,.
ARTICLE 6 - OBLIGATTONS OF
MEM8ERS.,,..,,...,...,.
ARTICLE 7 - AMENDMENTS TO Amended and Restated
ARTTCLE 8 - MEANTNG OF
ARTICLE 9 - CONFLICTING
Bylaws
TERMS.,,.,,,,,,,,,,,,..
PROVISIONS
.,,,..,..,,,,..,.,,,4
,.,,,,,....,,.,.,....,,,,,10
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,,,.,,,,,.,,,,,,,1I
.,.,,,.,,.,.,,,.,.....,I I
INSURANCE.....,.,..,.
ARTICLE Il.MISCELLANEOUS
ARTICLE lO.INDEMNIFICATION AND
-I-
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AMENDED AND RESTATED BY.LAWS
OF
SAGUARO CAYNON SUBDIVISION ASSOCIATION, INC.
ARTICLE 1 . GENERAL PLAN OF OWNERSHII'
Name. The name of the
HOMEOWNERS' ASSOCIATION,
Corporation shall be located at 7231
Idaho, c/o Snake River Homeowners' Associ
designated by the Board of Directors from time to time.
Section 1'1
The provisions of these Amended and Restated
Amended and Res
e to the Saguaro Canyon Subd.ivision No. I thruogh
No' 4 (the "Prope
d in the city of Meridian county of Ada, State of
Idaho, generally provided for in the Declaration of Covlnants, Conditions
and Restrictions for
saguaro Subdivisions , and any amendments and supplements thereto,
recorded or to be recorded
in the office of the County Recorder, Ada County, idaho ("Declar.ation',). These
Amended ancl
Restated Bylnws superdeed any previous bylaws and amenclmends
anel shnll be controlling,
Section 1.2 Personal Application, Each owner of a Residential Lot automatically,
by
virtue of such ownership, becomes a member of the Association, Additionally, all future
Owners
and their tenants, future tenants, employees, and any other person that might use
the facilities
owned and/or managed by the Corporation in any manner, are subject to thelegulations
set forth
in these Amended and Restated Bylaws, and in the Declaration. The mere acquisition or rental
of any of the Building I ots of the Property or the mere act of occupancy ol any of the Building
Lots will signify that these Amended and Restated Bylaws are accepted, ratified,
and will bJ
complied with, These Amended and Restated By-Laws are executed by the Board
of Directors
("Declarant"), and the lules and regulations adopted by the Boaid 6f Directors
of the
Association' In the event of any conflict between the Declaration and these Amended
and
Restated By-Laws, the Declaration shall be controlling,
ARTICLE 2 - MEMBERS, VOTING, MAJORITY
DELEGATES, QUORUM, PROXIES
Section2.l Members, All
Members of the Corporation.
Owners
OtF,
of Building Lots within the property shall be
Section 2'2 Gq=odStaudl4g. Members shall not be deamed in good standing
if any, (i)
fees, (ii) taxes, (iii) leins, (iv) violations of regulations, statutes, rules,
otlu) these Amended and
Restated Bylaws currently exist at the time a vote is put forth. The
Board'or its designated agent
reserve the right to reject any vote cast by a Membei not in good
standing at the time the vote is
cast.
Section 2.3 Voting' Each Member shall be entitled to one vote for each
Building Lot
owned by such Member.
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2.4 Majoritv of Members. As used in these Amended and Restated Bylaws,
"Majority of Members" shall mean those Members representing fifity-one percent (5I%)
Section
the term
of the voting power present at an annual or special meeting of the Members at which a quorum
is
present.
Section 2.5 Quorum, Except as otherwise provided in these Amended
and Restated
Bylaws' the Articles of Incorporation or the Declaiation, and pursuant to Idaho
Nonprofit
Corporation Act $30-3-56(1), the presence in person or by proxy of Members
holding at least ten
percent (10%) of the total votes entitled to be cast shall constitute quorum
a
of the lrZembership.
The Members present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of .nough
Members
to leave less than a quorum, If any meeting cannot be held because a quorum is noipresent, the
Members may adjourn the meeting to a time not less than five (5) days nor rnore than thirty (30)
days from the time the original meeting was scheduled, without notice other than announcement
at the meeting. At such second meeting, the presence of Members representing no less
than fifty
percent (50%) of a rescheduled quorum (5% of total votes entitled io be czrst shall
constitute a
rescheduled quorum).
Section 2.6 Proxies. Votes may be cast in person or by proxy. Proxies must be in
writing and filed with the Secretary at least twenty-foui (24) hours U"fore the appointed time of
each meeting. Every proxy shall be revocable at the pleasure of the Member *ho .*..uted the
proxy and shall automatically cease after completion of the meeting of which the proxy was
filed, if filed for a particular meeting, In no event shall a proxy be valid after eleven ( i I months
)
from the date of its execution.
Section 2.7 Persons Under Disability, Minors and persons declared legally
incompetent shall be eligible for membership in the Association, if otherwise qualified, Uut stratt
not be permitted to vote except through a legally appointed, qualified and acting guardian of their
estate voting on their behalf, or, in the case of a minor with no legal guardian of his estate,
through a parent having custody of the minor,
ARTICLE 3 . ADMINISTRATION
Section 3'1 Responsibilities. The Corporation shall have the responsibility of
administering the Common Area owned andlor managed by the Corporation, if any, approving
the annual budget, establishing and collecting all assessments, if any, and ,n^y uoungl for the
management of the same pursuant to an agreement, containing provisions relating to tlhe duties,
obligations, removal and compensation of the Manager, as defined below. Iixcept as otherwise
provided, decisions and resolutions of the Corporation shall require an aff,rrmative
vote of a
Majority of Members present at an annual or ipecial meeting of tne Corporation at which a
quorum is present or by written consent as set forth in Section 3.8 of a Majo,rity of
Members of
the Corooration.
3.2
Section
Place of Meetings. Meetings of the Corporation shall be held on the
Property or such other suitable place as close to the Property as practicable, in Ada County
as
may be designated by the Board of Directors, and snUt Ue conducted in accordance with
Robert's Rules of Order.
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Section
3'3
annual meeting of the Members shall be held in the
the Board, At such annual meeting there shall be a
hall elect members to the Board or fill vacancies
therein, The Members may also transact such other business of the Corporation
as may properly
come before them at any such annual meeting.
first quarter of each
financial report, if
Section
3.4
Director Term. Each Director shall hold office until a successor has been
elected or until death, resignation, removal or judicial adjudication of mental
incompetence, or
absence from three of more board meetings, which utr.n... shall includ non-consecutive
absecenes.
Section 3.5 Special Meetins, It shall be the duty of the President to call
a special
meeting of the Corporation as directed by resolution of the Board of Directorrs, or upon p.tition
u
signed by Members who are entitled to vote one-third (l/3) of total voting Memtership,
The
notice of all regular and special meetings shall be given as provided in Section 3,6 of these
Amended and Restated Bylaws, and shall state the nature of the business to be undertaken. No
business shall be transacted at a special meeting except as stated in the notic,e, unless by consent
of the Members holding at least four-fifths (4/5) of the voting power in the Corporation, either in
person or by proxy,
Section 3.6 Notice of Meetinss. It shall be the duty of the Secrelary to mail a notice
of each annual or special meeting of the Corporation, stating the purpose ttLereof as well as the
day, hour and place where such meeting is to be held, to eacli Membei of reoord, and any person
in possession of a Building Lot, at least ten (10) but not more than thirty (30) days prioi tt such
meeting, The notice may set forth time limits for speakers and nominatin5i pro""dur"s for the
meeting' The mailing of a notice, postage prepaid, in the manner provided-'in this Section 3.6,
shall be considered notice served, after said notice has been deposited in a regular depository of
the United States mail. If no address has been furnished the Secretary, noticg-shall be deemed to
have been given to a Member if posted in a conspicuous place on the Froperty.
Section 3.7 Order of Business. The order of business aL all meetings shall be as
(a) roll call to determine the voting power represented at the meeting; (b) proof
of
notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of
officers; (e) reports of committees; (f) election of Directors; (g) unfinished busin*; una
in; n.*
business. Meetings shall be conducted by the officers of ihe corporation in order of their
follows:
priority.
3.8
Action Without Meeting. Any action, which under the provisions of the
Idaho Nonprofit Corporation Act may be taken at a meeting of the Corporation, may be taken
without a meeting if authorized in writing signed by majorlty of the Members who would be
entitled to vote at a meeting for such purpose, and filed wiih the Secretary. Any action so
approved shall have the same effect as though taken at a meeting of the Members.
Section
Section 3.9 Consent of Absentees. The transactions of any meeting of the
Corporation, either annual or special, however called and noticed, shall be as valid as though
transacted at a meeting duly held after regular call and notice, if a quorum lbe present either ln
person or by proxy, and if either before or after the meeting each of ihe Members not present
in
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person or by proxy signed a written waiver of notice, or a consent
to the holcling of such meeting,
or an approval of the minutes thereof, All such waivers, consents or approv6ts shatt
be filed wii-h
the corporate records or made part of the minutt s of the meeting.
Section3.l0 Minutes. Presumption of Notice, Minutes or a similar record of
the
proceedings of meetings, when signed by the President or Secretary, shall
be presumed truthfully
to evidence the matters set forth therein. A recitation in the minutes of an1, meeting
that notice
of the meeting was properly given shall be prima facie evidence that such notice
was siven,
ARTICLE 4. BOARD OF DIRECTORS
Section 4' 1
The property, business; and affairs of the
corporation shall be
Board of directors composed of at least three
(3) persons. Except
irectors shall be Memberr; of the Corporation,
Directors shall not receive any salary or other compensation for their se,rvices as liirectors;
provided, however, that nothing herein contained shall be construed to preclude
any Director
from serving the Corporation in some other capacity and receiving compensation thereior,
Section4.2@,TheBoardofDirectorshasthepowersand
duties necessary for the administration of the affairs of the Corporation and niay do all such acts
and things as are not by law or by these Amended and Restated Bylaws dire,cted to be exercised
and done exclusively by the Owners, Members or Grantor.
Section 4.3 Special Powers and Duties. Without prejudice to such foregoing general
powers and duties, and such powers and duties as set forth in the Declaration. the board
of
Directors is vested with, and responsible for, the following powers and duties:
(a) To select, appoint and remove all officers, agonts, and employees
of the Corporation, to prescribe such powers and duties for them as may bJ consistent with iaw,
with the Articles of Incorporation and theseAmended and Restated Bylaws.
(b) To conduct, manage and control the affairs and business of the
Corporation, and to make and enforce such rules and regulations therefor consistent with law,
with the Articles of Incorporation, the Declaration, and theseAmended and llestated Bvlaws. as
the Board of Directors may deem necessary or advisable.
(c) To change the principal office for the transaction of the business of
the Corporation from one location to another within the County of Ada State of Idaho, as
provided in Article I hereof; to designate any place within said iounty for the holding
of any
annual or special meeting or meetings of the Corporation consistenf with the proviiions
of
Section 3,2hereof; and to adopt and use a corporation seal and to alter the forrm of such
seal from
time to time as the Board of Directors in its sole judgment may deem best, provided that such
seal shall at all times comply with the provisions of law.
(d) To bonow money and to incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the Corporation,s name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations
or other
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evidence of debt and securities therefor; subject, however,
to the limitations set fbrth in the
Articles of Incorporation and the Declaration.
to time Regular Assessments, Special
ers, as provided in the Declaration; to
f such Assessments, and the date upon which the
ever, that such Assessments shall be fixed and
tT5::f":,ffii:l,lio"::JilfT T:
assessments upon rear or personar properry :trLT:
corporation, or for the payment of expenies iot labor rendered or materials
or supplies used and
nished for the maintenanoe, improvement or
of any and all obligations in relation thereto, or
f the purposes of the Corporation for the general
nce with the provisions of the Declaration. The
Board of Directors is hereby authorized to incur any and af such
expenditures for any of the
foregoing pu{poses and to provide, or cause to be provided adequate reserves
for replacements as
the Board of Directors shall deem to be necessaryor advisableln the interer;t
of the Corporation
or welfare of the Member:s. The funds collected by the Board of Directors from
the Members,
attributable for replacement reserves, for maintenance recurring less frequently
than annually,
and for capital improvements, shall at all times be held in trust for the
Owners and shall not be
commingled with other Assessments collected from the Members. Such Regular
Assessments,
Special Assessments and Limited Assessments shall be fixed in accordanre
*ith the provisions
of the Declaration. Should any Members fail to pay such Assessments belbre delinquency, the
Board of Directors in its discretion, is authorized to enforce the payment of such
delinquent
Assessments as provided in the Declaration.
(0 To enforce the provisions of the Declaration covering the Property,
theseAmended and Restated Bylaws or other-agreements of the corporation.
(g)
To contract for and pay for, casualty, blanket, liability, malicious
mischief, vandalism and other insurance, insuring the Members, ih. Corpo,ration,
tlhe Board of
Directors and other interested parties, in accordance with the provisions of the
Declaration,
r injuries as the Board deerns advisable, which
of persons injured on the p:roperty, and to bond
body, if deemed advisable by the Board of
(h)
To operate, maintain and otherwise manage or provide for the
operation, maintenance and management of the Common Area, if any,
ultra to contract for and
pay maintenance' gardening, utilities, materials and supplies, and servir:es
relating to the
Common Area, if any, and to employ personnel n...r.uiy for the operati6n of
the Common
Area, if any, including legal and accounting services, and to contracl. for and pay
for
improvements and any recreationar facilities on the common Area, if
any.
(t) To grant easements where necessary
facilities over the Common Area to serve the propertv.
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for trtilities and sewer
fllrii;
advisable, the public u!]n.r,
operated for charitable purposes, to which
liquidation or dissolution accordine to th
such assets shall be distributed to dwners
so distribu
corporation, and after distribution of all property held
or
terms of a specific trust or trusts.
Directors,ruresand,.13",,"J".,i:",|.;ST,ilX;illd:'J.JiJ",H:""riltJf
against the
commo" o9l"
ff:,HBoardor
taxes and assessments revied
"#iXXr#l!:1,Ti,i:'tT##,r#v
Section 4.4
Manaqement Agent. The Board of Directors may contract
or employ for
the corporation a management agent
1i'Nrl-nager,) at acompensati
Directorstop.'ro#"ff
,-'wwrvrJ
tu PETTUIII susn
qutles and servrces as the Board of
;'i"t1i*"",':H"':1fft13::";:-B:TX":IB?::,'*:t.?",T'Hnf"l
Directors shall authorize,
including, but not limited to the duties listed in Section
4.3 hereof.
Section 4.5
ice, Nominatiron for
rvr
vrvwllvlr
election
to
LU
the
Lllg
3::*lP]T".:':,shallbe.madebvffi"..NominationSmayalsobemade
annual meeting. The nomination commiuee shall consistL vlof
a vrr4u
4
chairman,
lll4ll,
3:: :*,,0?:t:t
-1h.
bea memb.er
the Board of Directo.r, und
(ruJ
4rov
uv lllatLlg
o
Yl" -:!ilt
^^^l^
^--'.^l
two (2) or more Members of
9f
o uv
* ^^r.i-^ ^ - a- t1
t#il".d';iDirectors
rrrvvrrrrS
the
prior to
qrrtrr
tllu
close of the next annual meeting, and such pointment
shall be announced at each annual
meeting' The nomination committee shall makeLs many nominations
for election to the Board
of Directors as it shall in its discretion determine, but noi
l.r, than the num'ber of vacancies that
are to be filled, Such nominations shall be made
from among Members,
Section
4'6 At the first annual meeting of the Corporation, and thereafter at each
shall be elected by secret written ballot by a
ntitled to vote at such me,eting as provided in
e voting is not permitted. The term of the
d one year apart, In the event that an anlual
thereat, the Directors miay be elected at any
r shall hold office until ar successor has been
udicial adjudication of mental incompetence, or
which absences shall inclrud non_Consecutive
y be re-elected, and there shall be no limitation
ay serve.
Section 4.7
The Board of Directors shall
cause to be maintaine
g the financiial condition of the
affairs of the corporation in a manner consistent with generally
accepted acr:ounting principles.
An annual operating statement reflecting income and Jxpendiiures
or tne corporation shall be
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distributed to each Member within ninety (90) days after the end
of each fiscal year, and to first
mortgagees who have in writing requested notice of Corporation
proceedings.
Section 4'8
es in the Board of Directors caused by any reason
other than the remov
vote of the Members shall be filled by vote of the
majority of the remai
though they may constitute lessi than a quorum, and
each person so elected shall be a Director until a ,u...rro,
is elected at the next annual meeting,
A vacancy or vacancies sha.ll be deemed to exist
icial adjudication of mental incompetence, or
ctor, or in the case the Mernbers fail to elect the
ng at which such election is to take place.
Section 4'9 Removal of Directors. At any regular or special
meeting of the
,,
Corporation duly called, any one or more of the Directors may be r.-ou.d
rvith or without cause
by a Majority of Members and a successor may then and there be elected
to fill the vacancy thus
created' Any Director whose removal has bee n proposed by the Members shall
be given an
opportunity to be heard at the meeting. If any or utt of the Directors are so removed,
new
Directors may be elected at the same meeting.
Section 4.10 other Regular Meetings. Regular meetings of the Board of Directors
shall
be held monthly without notice, at such place and trour as may be fixed firom
time to time by
resolution of the Board. Should said meeting fall upon a I
eting shall bL
held at the same time on the next day which is not a legal
r meetings of
the Board of Directors shall be given to each Director
telephone or
telegraph, at least three (3) days prior to the day named for such meetings, unless
the time and
place of such meetings is announced at the organization meeting, in whth
case such notice of
other regular meetings shall not be required.
Section4.11 Special Meetings. Special meetings of the Board gf Directors may be
called by the President, or, if the President is absent or refuses to act, by the \/ice president,
or by
any two (2) Directors, At least two (2) days, notice shall be given to each
Director, personally or
by mail, telephone or telegraph, which notice shall stati the time, place (as hereinabove
provided) and the purpose of the meeting. If served by mail, each
such notice shall be sent,
postage prepaid, to the address reflected on the records of the
Corporation, and shall be deemed
given, if not actually received earlier, at 5:00 o'clock p.m. on the second
day after it is deposited
in a regular depository of the United States mail as provided herein. Whene,,rer any Director
has
been absent from any_ special meeting of the Board of Directors, an entry
in the minutes to the
effect that notice has been duly given shall be conclusive and incontrovertib,{e
evidence that due
notice of such meeting was given to such Director, as required by law and
as provided herein.
4'12 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
Section
equivalent to the giving of such notice. Attendance by a director
at any meerting of the Board of
Directors shall be waiver of notice by that Director ofthe time and place thereof.
If all Directors
are present at any meeting of the Board of Directors, no notice
shalf be required and any business
may be transacted at such meeting, The transactions of any meeting of the Board
of Directors,
however called and noticed or wherever held, shr ll be as valid as th-ough
had at a meeting duly
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held after regular
-call and notice, if a quorum be present, and if, either before or after the
meeting, each of the Directors not present signs suc-h
a written waiver of notice, a consent to
holding such meeting,-ot an approval of the Linutes thereof.
All such vuaivers, consents and
approvals shall be filed with the records of the Corporation
or made a pafi of the minutes of the
meeting.
Section4'I3 Qu-orum and Adjournment. Except as otherwise expressly provided
herein, at all meetings of the Board or n*"totr, a majority
of the Directors shall constitute a
quorum for the transaction of busi
meeting at which a quorum is pr
meeting of the Board of Director
present may adjourn the meeting from time
business which might have been transacted at t
without further notice.
The Directors shall have the right to take any
ould take at a meeting by obtaining the vote or
so approved shall have the same effect as thoush
Section 4'15 Opqn. Meeting!. Any Residential Lot owner
or voting representatinve
.
may attend any meeting of the Board, but shall not be entitled
to participate.
Section 4' 16 Committees. The Board of Directors, by resolution,
may from time to
time designate such comrnittees as the Board of Directors shall desire, and may
establish the
purposes and powers of each such committee created.
The resolution designating and
establishing a committee shall provide for the appointment of its
mernbers, as well as a
chairperson, shall state the purpose of the committee, and shall provide
for rreports, termination,
and other administration matters as deemed appropriate by
the Board of Directors.
ARTICLE
5
. OFF'ICERS
ipal officers of the
Corp,oration shall be a
Treasurer, all of whom shall be elected by the
appoint an Assistant Treasurer and an Assistant
I of Directors' judgment may be necessary, One
person may hold two or more offices, except the offices
of President and Secietary.
Section 5'2 Election of officers, The officers of the Corporation
shall be elected
annually by the Board of Directors at the Organizational
Meeting of each new Board of
Directors, and each officer shall hold office at ht
{leasure of the Board of Directors.
Section 5.3
Roard of
t,
electeo at any
Directors called for such purpose. Any offic
the Board of Directors or to the president
shall take effect at the date of receipt of such
Directors,
;fro;til:.:li:;
regul
or
tllli
n
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of the Board of
il:ilTffi;:
,p.r"in"a therein;
and
of such resignation by the Board of
ctive. A vacancy in any olfice may be filled by
ceptance
ed to such vacancy shall serve for the remainder
Section
5'4
Compensation. No offrcer shall receive any compensation.
e Board of Directors may elect such other
equire, each of whom shall hold office for such
ties as the Board of Directors may, from time to
Section
5'6
President. The President shall be the chief executive officer of the
eetings of the Corporation and of the Board of
eral powers and duties which are usually vested
orporation. The president shall, subject to the
upervision, direction and control of the business
a member of all standing committees, and
the President shall. have.such other powers and duties as may be prescritred
by the Board of
Directors or these Amended and Restited Bylaws.
fficio
Section 5.7
- Vice President. The Vice President shall take the place of the president
and perform such duties whenever the President shall be
absent, disabled or unable to act. If
he Vice President is able to act, the Board of Dirrectors shall appoint
Board of Directors to do so on an interim basis. The Vice president
ther duties as shall from time to time be imposed by the Board of
Directors or these Amended and Restated Bylaws.
Section 5'8 Secretary. The Secretary shall record the votes and
ke,ep the minutes of all
meetings of the Board of Directors and the mir utes of all meetings
of the Corporation at the
p
r such other place as the Board of Direcl.ors may order. The
r
Corporation in safe custody and shall have charge of such
D
Directors may direct, and the Secretary shall, iln general,
p
offtce ofSecretary. The Secretary shall give, or cause to be
and of the Board of Dir:ectors required by
be given. The Secretary strall maintain a booft
ing Lot that is not an Owner, listing
possession of a ,Building Lot that is
k shall be changed only at such time
Building Lot is presented to the Secretary.
be prescribed by the B'ard of Directors or
these Amended and Restated Bylaws.
Section
runos anq sec'r
accounts ofthe
corporation
inc
saguaro canyon Subdivision Homeowners, Association. Inc. - 9 -
sibility fbr the corporation
to be kept' full and accurate
:ltffi:ifi:iTiiil;:il:
belonging to the Corporation, The Treasurer shall
be responsible for the deposit of all monies
and other valuable effects in the name and to the
credit of the corporation in such depositories as
may from time to time. be designated by the Board
of Directors. The Treasurer shall disburse the
of the corporation at muy be oidered by the Board of Directors
1"9t
in accordance with the
Declaration, shall render to the President and Directors
upon
requesl.,
'cotporutio", an account of all
transacttons as Treasurer and of the financial condition
of the
*a shall have such
other powers and perform such other duties as
may be frescribed by the Iloard of Directors or
these Amended and Restated Bvlaws.
ARTICLE
Section6.l
6-
OBLIGATIONS OF MEMBERS
Assessments.
(a) All
Members are obligated
provisions of the Declaration, all Assessments
to
pay,
in
accordance
with the
Amended and Restated l3ylaws, Except as
sments shall be made equally per Building Lot
pay such Assessment. If the assessment is not
e assessment shall bear interest from the date of
) per annum,
(b) All delinquent Assessments shall be enfcrrced, collected or
foreclosed in the manner provided in the Declaralion and
applicable law.
section6.2 @.
st perform promptly, at the Member,s sole cost
such Member's Building Lot as required under
ided in the Declaration, all plans for alterations
t receive the prior written consent of the Board
rlish reasonable procedures tlor the granting and
denial of such approval in accordance with the Declaration.
ed in the Declaration, each Member shall
uned in repairing or replaicin g any portion of
n which are damaged through the fault of the
ration for the costs of repairing,
h the Corpolation has repaired,
enditures shall include all court
costs and reasonable attorneys' fees and costs incurred
theseAmended and Restated Bylaws or the Declaration,
Saguaro canyon Subdivision Homeowners, Association.
rnc. -
l0
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in enforcing
any provision of
ARTICLE 7. AMENDMENTS TO AMENDED AND RESTATIID
BYLAWS
These Amended and Restated Bylaws may be amended
by the Board of Directors or by
the members of the corporation at a1
gnnual meeting or at a duly constituted meeting of the
corporation for such purpose as provided in the ertilles
of Incorporation. No amendment to
shall take effect unless approved by the affirmative votes
of a majority of a quorum as stated
herein.
ARTICLE
8.
MEANING OF TERMS
Except as otherwise defined herein, all terms herein
initially capitalized shall have the
in the Declaration including, without limitation,
ilding Lot", ,,Common Area,,, ,,Grantor,', ,,Class
ARTICLE 9. CONFLICTING PROVISIONS
In case any of these Amended and Restated Bylaws conflict with
any provisions of the
nded and Restated Bylaws shall be null and void
ARTICLE
10
. INDEMNIF'ICATION AND INSURANCE
"agent" means any
oration, or is or was
or agent of another
rtion which was
a
atened, pending or
investigative; and
nses of establishins
apartvoris
c
Section
is
right of this
persons is or was an
agent
of this
J1;i"wTl'"HlflL'tffi:11ff3,'":ff1#mu;
ludgment in
it, favorl
t
by reasons o1l the fact that such
expenses, judgmentsi, fines, settlements
and other amounts actually and rea
cormection with such proceeding if such
person acted in good faith and in
son reasonably believ.O to be in or not
opposed to the best interests of the Corporation
and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such D
sons was unlawful. The iermination
of any
on or upon a plea of nol,o contendere or its
that the person did not act in good faith and in
to be in or not opposed to the best interests of
roceeding that the person had reasonable cause
l. However, no indemnification shall be made
Saguaro Canyon Subdivision Homeowners'Association.
Inc.
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Section 10,3
:fbnse. To the extent that an asent of the
Corporation has been successful on the merits
in defense of any proceeding refined to in
Section 70,2 or in defense of any claim, issue
or matter therein, the agent shall be indemnified
against expenses actually and reasonably incuned
by the agent in connection therewith.
Section 10.4
. Except as provided in
Section 10.3, any indemnificutio., ,*d.r this
Article shall be made by the Corporation only if
authorized in the specific case, upon a determination
that indemnification of the agent is proper
in the circumstances because the agent has met the
applicable standard of'conduct set forth in
Section 70.2, as determined by:
parties to such
oro...o1?*,
A majority vote of a quorum consisting of directors who are not
j:l.,,.flLT,:t
;i;"1'f,r,i:lrr*JffilT1il1':Jiff,* yl,;nh"j
Members entitred ,"
quorum is present or by the ryritten consent
oi a Majority of Members entitled to vote. For
purposes of determining.lhe required quorum
of any meeting of the crcrporation called to
approve or ratify indemnification of an agent and
the vote or *iitt"n .on..ni required therefor,
an agent who is a Member to be indemninea snalt
not be entitled to vote thereon:
(c)
The court in which such proceeding is or was pending,
upon
application made by the corporation or the agent
or thf attorney or other persons rendering
services in connection with the defense, whetheior
not such
i""
agent, attorney or
other person is opposed by the Jorporation; or
"ppriri
il;t;.
directionof
aquorumiflt.tr,tlrtliJlx?lJJl:"
counsel
in written opini.n,
engaged
at
the
in defending any proceeding
tion of such proceeding upon
ay such amount, if it shall be
ed as authorizedinthis Article.
Section 10.6
advance shall be made under this Article, except
as provided in
Section 10.4, in any circumstance where it appearsl
(a)
No
indemnification or
10.3 or paragraph (c) of
That it would be inconsistent with a provision of
the Articles of
Incorporation, these Amended and Restated Bylaws,
a resolution of the Boilrd of Directors or
Members or an agreement in effect at the time
of the accrual of the alleged cause of action
Saguaro Canyon Subdivision Homeowners'
Association. Inc. _ l2
_
asserted in the proceeding in which
the expenses were
-- incurred or other amounts were paid,
which prohibits or otherwise limits indemnificuti*;
o,
imposed by a court
- $ir-",#:tr.ll#.:tl
ARTICLE
Section I
11
-
be inconsistent with anv condition expressly
MISCELLANEOUS
. All checks, drafts or other orders for
i"r.a j';'# ;,#"e 0r or payable
;;ffil.':jto
the Comornfinn choll ka .i^-^J ^-- endorsed
^," or persons, and in such
"'i;
,,.h
manner
as,
if_.;T:l:,i?::Yil.,:tg::1
:l
ly
d;so,,
from time to time, shall be ietermineJ ty
resolution of the
1,1
-1
il;;ffi;li:#"l
'2 Execution of Documents. The Board of Directors, except as in these
nvtu*'-tt'*i'$*ia.a,
om..r.or officers , agent
fru:Xti ?li*:,.tff'j
'*v ""thorizeuny
in the name amd
Section
1
l
on behalf ofthe
pecific insta.nces; and unless so
loyee shall have the power or
t or to pledge the Corporation's
Corporation, unJ ,u.h
authorized by the- Boa
authority to bind the Corporatio
credit oi to render the Corporatic
amount.
Section I 1.3 I
corporation shall keep in the corporation's
office for the transaction
ln;
Bylaws,;
otherwise
altered
to date, cerrified
;"*lr:i,::"'"1*::*:^1":j *:rt,ed
oru*in,i*ffiffi"
"_.;;or
Saguaro Canyon Subdivision Homeowners,
Association, Inc.
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section I 1'4 Fiscal Year. The fiscal year of
the corporation shall begin on the lst
of January and end on tlg 31st day of necember
J;;;i year exceptthatthe first
day
fiscal year
shall begin on the date of inco.poruiion.
Corporation shall keep and maintain
in
the
we, the undersigned, being the initial members of the
Board of Directors and the duly
elected Secretary of the corporatio-n do hereby
certify
bregoing Arnended and Restated
Bylaws were duly adopted as the offrcial Amended
una n
unanimous consent of the Directors of the corporatioronin"
thai
20t1.
Saguaro Canyon Subdivision Homeowners,
Association. Inc.
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