As Revised  -- January 2006

BYLAWS

OF

CALIENTE CASA DE SOL

PROPERTY OWNERS ASSOCIATION

ARTICLE I

Officers

Section  1.             PRINCIPAL OFFICES:  The Principal offices of Caliente Casa de Sol Property Owners Association (hereinafter referred to as “Association”) shall be at  Caliente Casa de Sol, 3502 North Pinal Parkway, Florence, Arizona 85232.

ARTICLE II

Members

Section  1.             MEMBERSHIP:  Membership in this Association shall be limited solely to those individuals, partnerships, corporations and companies owning or purchasing under contract one or more lots within the boundaries of Caliente Casa de Sol, a subdivision as recorded in the Office of the County Recorder of Pinal County, State of Arizona, and any other subdivision which may subsequently be added within the Caliente Casa de Sol development.  Any person who has disposed of all his interest in a lot in said subdivision shall thereupon cease to be a member of this Association.

Section  2.  CERTIFICATE OF MEMBERSHIP:  One certificate shall be issued as evidence of membership to the owners of record, or contract purchasers, of each lot within Caliente Casa de Sol.  In the event any lot is owned or is being purchased under contract by two or more persons, a single certificate shall be issued in the names of all said owners or contract purchasers, and said owners or contract purchasers shall designate to the Association, in writing, the one of their number who shall have power to vote the certificate at any and all meetings of the members, and in the absence of such designation and until such designation is made, the Board of Directors of the Association shall make such designation.  No certificate shall be issued to any person or persons other than owners or contract purchasers of one or more lots within Caliente Casa de Sol, or any other subdivision which may be subsequently added within Caliente Casa de Sol development.  Any member who has disposed of all his interest in any lot within Caliente Casa de Sol shall forthwith surrender his certificate evidencing membership in the Association, and a new certificate shall be issued in the name of the individual or individuals acquiring his interest in the lot within said subdivision.  Failure to surrender such certificate shall nevertheless, upon sale by a member of his interest in any lot within said subdivision, void his certificate and all of his rights as a member of this Association.  Any owner owning more than one lot in said subdivison shall have issued to him one certificate for each lot owned.

Section  3.  ANNUAL MEETINGS:   Annual meetings shall be held as determined by the Board of Directors on the third Tuesday of February of each year or at such other time as the members may, by majority vote, approve, at which time there shall be an election of directors, and any other business shall be transacted which may properly come before the meeting.

CPOA Bylaws Revised January 2006                                                                                               Page  1.                 

Section  4.  SPECIAL MEETINGS:   Special meetings of the members for any purpose or purposes other than those regulated by statute may be called by the President, and shall be called by the President or the Secretary at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of twenty percent (20%) of the members of the Association entitled to vote at such meeting.  Such request shall state the purpose or purposes of the proposed meeting.

Section  5.  NOTICE OF ANNUAL OR SPECIAL MEETING:  Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose thereof, shall be mailed or delivered not less than ten (10) nor more than fifty (50) days before the date of such meeting of members by an officer of the Association at the direction of the President or Vice-President of the Association, to each member entitled to vote at such meeting.  If mailed, such notice shall be addressed to the member at his address as it appears on the records of the Association.  Information concerning action taken at any annual or special meeting shall be furnished to all members in a timely manner.

Section  6.  VOTING RIGHTS:  Each member whose assessment payments are currently paid as reflected in the office of the Association shall, at any members’ meeting, be entitled to one vote for each lot owned by the member in his name on the books of the Association, whether represented in person or absentee ballot.  Blank absentee ballots will not be honored.  The voting of lots will be exercised in accordance with the original plat as recorded in the Pinal County Recorder’s office.

Section  7.  QUORUM:   At any meeting of the members, the presence of fifteen percent (15%) of all members entitled to vote, present in person or  by absentee ballot, shall constitute a quorum of the members for all purposes, unless the representation of a larger group shall be required by law, by the Articles of Incorporation, or by these Bylaws and in that event, the representation of the number so required shall constitute a quorum.                          

Section  8.  ADJOURNMENT OF MEETINGS:   If at any annual or special meeting a quorum shall fail to attend in person or by absentee ballot, a majority of those members attending in person or by absentee ballot at the time said meeting is called, may at the end of one hour adjourn the meeting without further notice until a quorum may attend.

ARTICLE III

Directors

Section  1.  POWER OF DIRECTORS:  The business, property and affairs of the Association shall be managed and conducted by a Board of Directors who shall establish rules and regulations for the Association:  Provide specific guidance to the Park Manager to insure polices, rules and regulations of the Association are carried out and enforced.

Section  2.  NUMBER AND TERM OF DIRECTORS:  There shall be seven (7) members of the Board of Directors. Each member shall be elected by the members of the Association at each of its successive annual meetings.  The term of office shall be 3 years.  This shall be accomplished by rotation   The rotation will then be 3 directors elected followed by 2 directors the following year, and 2 directors elected the next year thus establishing a 3-2-2 rotation.   A director shall serve on the Board for a maximum of two (2) terms and may not be re-elected until he/she has been off the board for a period of two (2) years.

CPOA Bylaws revised February 2004                                                                                               Page  2.

Section  3.  VACANCIES:  In the event of a vacancy among the directors, through death, resignation, disqualification or other cause, the remaining directors, shall elect a director to fill such vacancy to hold office until the end of the unfilled tour period of the departed director.  The director selected to fill the vacancy will be selected first from those candidates, in descending order of votes they received, who ran for the Board prior to the last annual meeting and received at least ten (10) percent of the votes.  If those candidates decline to accept appointment to the vacant Board position, the Board by majority vote thereof, whether or not constituting a quorum, or a sole remaining director may elect a fill-in director for the vacant unexpired term.

Section  4.  REORGANIZATION MEETINGS:    Reorganization meeting will be called by the directors currently in office immediately following the Annual Meeting each year.  The purpose of this meeting will be to elect a president, vice-president, secretary and treasurer to serve in these positions until the next Annual Meeting.  The remaining senior members of the current board shall implement nominations and voting procedures to fill these positions from all current and newly elected board members.  Results of these elections shall be published and announced to the members of the association in a timely manner.

Section  5.  WORKSHOP MEETINGS:  (Added January 6, 1998) A Workshop Meeting of the Board of Directors may be called by the President or by a majority of the Directors currently in office.  The purpose of a Workshop Meeting is to conduct an open meeting with the Board of Directors and the membership on a specific issue.  Workshop Meetings will be limited to a specific issue and a specific timeframe as determined by the President.  A quorum of the board of Directors is not required.  No formal motions or votes will be conducted during the Workshop Meeting.

Section  6.  REGULAR MEETINGS:   Regular meetings of the Board of Directors for conducting the normal business of the association shall be held during the months of November, December, January, March and April, or as determined by the Board of Directors.  Written notice stating the place, day and hour of regular meetings shall be posted not less than fourteen (14) days prior to such meeting.

Section  7.  QUORUM:   A majority of the Board of Directors shall constitute a quorum for the transaction of business but, if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting.  The vote of a majority of the directors present at any meeting in favor of or against any proposition shall prevail, except as herein otherwise provided.

Section  8.  SEAL:  The Board of Directors shall provide a suitable seal containing the name of the Association and the words “Incorporated, Arizona, 1973”.  An imprint of such seal shall be affixed to the margin hereof.

Section  9.  EXECUTIVE COMMITTEE AND OTHER COMMITTEES:   The Board of Directors may appoint an Executive Committee consisting of three (3) members of the Board to act upon such matters as may be designated by the Board between regular Board meetings.  The Board of Directors may also designate from among the directors or members such other committees as are deemed necessary to conduct the business of the Association, subject to the limitations of their authority imposed by law, the Articles of Incorporation, or these Bylaws.

Section  10.  REMOVAL OF DIRECTOR:   A director may be removed from office with cause by the affirmative vote of seventy-five percent (75%) of the members of the Association at any regular or special meeting of the members.

Section 11.  CONDUCTING EMERGENCY BUSINESS:   The Board, President, or Executive Committee may transact emergency business during the period May through September by conference telephone achieving a majority opinion of the Board, if possible, before making decisions.  If a majority is not available and a decision must be made to protect life, property, or make an extreme fiscal commitment, notification to all Board members must be initiated by fax, certified mail, or letter within two days after the decisive action was taken.  The responsible Board member taking the action should consider notifying the membership of action taken as soon as practical.

CPOA Bylaws revised January 2006                                                                                 Page  3.

ARTICLE IV

Officers

Section  1.  OFFICERS:   The executive officers of the Association shall be a President, one Vice-President, Secretary, Treasurer and such other officers and agents as may be chosen by the Board of Directors.  The Board may create the office of Recording Secretary, Assistant Secretary or Assistant Treasurer who need not be members of the Board.  All officers except the Recording Secretary, Assistant Secretary and Assistant Treasurer shall be elected from among the members of the Board of Directors.  All officers shall be subject to removal at any time with or without cause by the affirmative vote of a majority of the whole Board. Each officer elected shall serve for a term of one year or until his successor shall have been elected and qualified.

Section  2.  PRESIDENT:  The President shall be the executive officer of the Association.  He/she shall preside at all meetings of the directors and members and shall have general charge and control of the Association as authorized by the Board of Directors.  The President shall sign in the name of  the Association all contracts and instruments of conveyance authorized by the Board of Directors.

He/she shall see that plans, programs and activities of the Association are in place and carried out and shall appoint ad hoc committees and recommend standing committees for approval of the Board.  The President shall, in coordination with the Board of Directors, hire, supervise, evaluate and terminate the Park Manager.  The President shall provide specific guidance to the Park Manager to insure plans, programs, policies, rules and regulations of the Association are carried out and enforced.  The President shall prepare an annual  performance rating on the Park Manager, evaluating his/her performance in accomplishing assigned duties and responsibilities.

Section  3.  VICE-PRESIDENT:   The Vice-President shall have such powers to perform such duties as are delegated to him by the Board of Directors.   In the absence or disability of the President, the Vice-President shall perform the duties, and exercise the powers of the President.

Section  4.  SECRETARY:   The Secretary shall sign and issue all membership certificates and deliver them in a timely manner.  The Secretary shall be responsible for all the books and records of the Corporation and shall, in fact, perform all duties incidental to the office of Secretary, subject to the control of the Board of Directors.  The Secretary shall submit such reports to the Board of Directors as may be required by the Board.  The Secretary shall keep the minutes of all meetings of the Board of Directors and all minutes of the meetings of the members, and shall attend to the giving of any and all notices required to be given.  In the absence or disability of the President and Vice-President, the Secretary shall perform the duties and exercise the powers of these positions.

Section  5.  TREASURER:   The Treasurer shall serve as liaison between the Board and Park Manager in all financial matters.  He/she shall be responsible for reviewing the Association’s funds, securities, accounting/bookkeeping functions, disbursement and receivable journals, payrolls and other financial related documents.  Provide the Board with a written financial report at least monthly.  Coordinate the annual audit of the Association’s financial accounts.  When necessary, or proper, shall endorse, on behalf of the Association, checks, notes and other obligations of the Association in such banks or depositories as the Board shall designate.  Any change in the bookkeeping procedures of C.P.O.A. shall be coordinated through the Board of Directors.

Section  6.  COMPENSATION:   No compensation shall be paid to any director or officer of the Association unless the officer or director is a full time or part time employee of the Association in addition to being an officer or director.

CPOA Bylaws revised January 2006                                                                 Page  4.

Section  7.  DIRECTORS:   (Added January 6, 1998)  Board members not serving in executive positions will act as liaison between the Board of Directors and various individuals and committees as recommended by the President and approved by the Board of Directors.

Section  8.  BONDING:   All officers or persons designated to sign checks for Association shall be bonded.  (Added February 2000)

ARTICLE V

Voting and Elections

Section  1.  CHAIRMAN OF ELECTIONS:   The President with the approval of the Board of Directors shall appoint a Chairman of Elections for a one-year  term, whose duty shall be to implement voting and election procedures adopted by the Board of Directors from time to time.  The Chairman of Elections and such assistants as he/she appoints shall receive and count the votes either for an election of directors or for the decision of any question by the members, and shall determine the result.  The certificate of the Chairman of Elections on any such vote shall be prima facie evidence thereof.

Section  2.  MANNER OF VOTING:   Refer to Article II, Section 6.

Section  3.  ABSENTEE BALLOTS:   An absentee ballot must be executed in writing by a member desiring to vote by absentee ballot or by his duly authorized attorney-in-fact.  Every absentee ballot shall be revocable and shall automatically cease upon conveyance by a member of his lot.  No absentee ballot shall be valid after eleven (11) months from the date of its execution.

Section  4.  ELECTION OF DIRECTORS:    

a.                    Within thirty (30) days following the annual meeting of members, the President with the

approval of the Board of Directors shall appoint a Nominating Committee consisting

of not less than three (3) nor more then five (5) members (none of whom shall be directors), to nominate members of the Association for the office of Director.  The members of the Nominating Committee shall serve until the next annual meeting of members or any adjournment thereof, and shall appoint a chairman  from their ranks. No member of the Nominating Committee shall be eligible for election to the Board during his term on the committee.

b.                   The Nominating Committee shall make as many nominations for election to the Board of

Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.  The Nominating Committee shall submit its preliminary report to the Board of Directors not later than forty (40) days prior to the annual meeting of members.  The report shall include a biographical sketch of each candidate.

c.                    Members may, also, nominate candidates for director at a duly called special meeting

of members, which may be held at least forty (40) days prior to the Annual Meeting of members.  Members, not present in person, may nominate candidates in writing directed to the Chairperson of the Nominating Committee, which must be received no later than two (2) days prior to the Annual Meeting.  Members may, also, nominate candidates for director from the floor at the Annual Meeting of members.

d.       At the Annual Meeting of members, the Chairman of the Nominating Committee or his/her representative shall formally place into nomination all candidates for the office of director.  The nominees receiving the largest number of votes shall be declared elected.  Cumulative voting is not permitted.  The record of the number of votes cast for each candidate shall be retained until the next annual general meeting.

CPOA Bylaws revised January 2006                                                                                 Page 5.

Section  5.  AMENDMENTS TO DECLARATION OF RESTRICTIONS:   The Chairman of Elections shall be responsible for tallying the written acceptance by members of the Association of any proposed amendment to the Declaration of Restrictions.  The Chairman of Elections shall surrender all such acceptance forms with his/her report to the Secretary of the Association at such time as the owners of two-thirds (2/3) of all lots (who are members of the Association) have agreed to adopt such amendment. These amendments may be terminated under the same conditions above set forth except that the owners of eighty (80%) of the lots must sign such instruments and provided a public authority has agreed to maintain (or cause to be maintained) the common areas, and common lot areas.  The Secretary of the Association shall accomplish the recording of such amendments in the Office of the County Recorder of Pinal County, Arizona, pursuant to the provisions set forth in the Declaration of Restrictions relating thereto.

ARTICLE VI

Assessments

Section 1.  PURPOSE:   All assessments levied by the Association shall be used for the purpose of promoting the general benefit, recreation, health and safety and welfare of the owners of the properties.  Such purposes shall include, but not be limited to, and the Association’s rights and powers shall include (in addition to their rights and powers set forth elsewhere in this Article, and in its Article of Incorporation and Bylaws) the provision for and improvement, construction, repair, maintenance, and management of the common areas, roadways, streets, cul-de-sacs, drainage and the improvements and facilities thereon; and further shall include the maintenance, care and upkeep of the planting and the other landscaping of the common areas.

Section  2.  ANNUAL ASSESSMENT:   The prorata share of each lot owner’s share of the annual assessments or charges by the Association shall cover the actual cost to the Association of all taxes, insurance, repair, minor construction, replacement and maintenance of the common areas and improvements and facilities located thereon and the furnishing of services beneficial to the owners and all other charges necessary to carry out the purposes of the Association as set forth in this Article and such further sums as the Board of Directors shall determine to be fair and prudent for the establishment and maintenance of a reserve for repair, maintenance, taxes insurance, management, administrative costs and other charges as specified herein.  Each lot’s prorata share shall be that which is in a ratio that one bears to the total number of sold lots within the properties.  The amount of such prorated annual assessment shall be established annually by the Board of Directors of the Association. The Board of Directors shall establish a fiscal year and shall collect each lot’s proportional share of the annual assessment at monthly or semi-annual or such other regular intervals (but not less than once a year) as may be fixed by the Board of Directors of the Association.  Notwithstanding any provision herein contained to the contrary the amount which may be assessed by the Board of Directors of the Association for any of the purposes herein enumerated against any single lot shall be the sum which the Board of Directors determines to be the minimum amount on which the Association may be efficiently operated, and approved by the affirmative vote of a majority of the members of the Association voting in person or by absentee ballot at a meeting called for that purpose.  It shall be the duty of the Board of Directors to review the assessment in its annual preparation of the budget and to recommend such adjustments as may be deemed appropriate.  Assessments shall begin upon the execution of a contract for purchase by each individual lot owner. 

Section  3.  SPECIAL ASSESSMENTS:   In addition to any other assessments authorized by this Article, the Association’s Board of Directors shall have the right to provide for the construction of additional recreational or other common facilities, or the alteration, demolition or removal of existing recreational or other common facilities, from time to time, as in their discretion appears to be in the best interest of the owners.  Any such alteration, demolition, removal, construction, improvements or additions resulting in an

CPOA Bylaws revised January 2006                                                                                 Page  6.

assessment per lot of ten percent (10%) more than the amount of the annual assessments for such lot the preceding year, shall be authorized by an affirmative vote of two-thirds (2/3) of the members who vote in person or by absentee ballot at a meeting called for such purpose and where a quorum has been established.

Section  4.  CHARGES:   In the event the owner of a lot fails to maintain his lot (including the exterior of the improvements thereon and the yard and landscaping) in a first-class, neat and clean condition and generally in a manner satisfactory to the Board of Directors of the Association, the Association through its agents, employees and/or independent contractors, shall have the right, and each owner expressly grants and assigns the Association the right (subject to prior notices hereinbelow set forth) to enter upon such owner’s lot and repair, maintain, rehabilitate and restore the yard, patio and exterior of any and all buildings and/or other structures located thereon to the condition deemed satisfactory to the Board of Directors.  The cost thereof shall be charged against and collected from the owner of the lot, the amount thereof to be paid by the owner within thirty (30) days from the date of the invoice sent to the owner, and said amount further shall be secured by and subject to all provisions regarding the assessment lien as provided in this Article.  One exception to the above is the cost of giving a written notice and a 30-day response period to correct a weed problem on an owner’s lot is neither cost effective nor functional.  The Association will not send out written notices of a weed problem but rather correct the weed problem and assess the property owner at a cost not to exceed the going rate for weed spraying.

Section  5.  NOTICE:  Prior to exercising the aforesaid right of restoration, the Association shall give written notice to the owner of said lot specifying the necessary repairs, maintenance, and rehabilitation or restoration to be undertaken and granting the owner thirty (30) days to accomplish the same.  If, at the end of said period, the work required to be performed has not been completed (or has been completed in a manner unsatisfactory to the Board of Directors) then the Association shall have the right as above set forth to make such repairs, maintenance, rehabilitation or restoration.  Nothing herein contained shall be construed as granting to the Association any right to enter into or inside any building or buildings or recreational vehicle or travel trailer located on a lot without consent of owner.

Section  6.  INTEREST AND ATTORNEY’S FEES:  Each owner, for himself, his heirs, executors, administrators, and successors and assigns, covenants and agrees that any assessment not paid when due shall be deemed delinquent, shall bear a penalty of $10.00 per month, from date of delinquency, and the owner shall be liable for the assessment and penalties thereon together with all costs incurred by the Association in collecting the same, including reasonable attorney’s fees.

Section  7.  ENFORCEMENT:  The Association, as the agent and representative of the owners, shall have the right to enforce the provisions of this Article.  If the owner of any lot fails to pay an assessment when due, the Association may enforce the payment of the assessment, or enforce the lien against the lot, by taking any or all of the following actions, concurrently or separately (and by exercising any one of the remedies hereinafter set forth, the Association does not prejudice or waive its rights to exercise the other remedies):

a.                Bring an action at law against the owner personally obligated to pay the assessment;

b.               Filing an affidavit in the Office of the County Recorder of Pinal County, Arizona, of

nonpayment of any assessment in the form of a materialmen’s lien and posting a copy of the same upon the lot involved;

c.             Foreclose the assessment lien against the lot in accordance with the then prevailing Arizona law relating to the foreclosure of realty mortgages (including the right to recover any deficiency), and the lot may be redeemed after foreclosure sale as provided by law.  The Association acting on behalf of the owners shall have the power to bid in an interest foreclosed at foreclosure sale and to acquire and hold, lease, mortgage and convey the same.

Anything hereinabove to the contrary notwithstanding, the remedies above set forth for the Association are not exclusive, and the Association may take any and all other remedies available to it at law or in equity.

CPOA Bylaws revised January 2006                                                                                 Page  7.

Section  8.  SUBORDINATION OF LIEN:   The assessment lien as herein provided for shall be junior and subordinate to the lien on any first realty mortgage against the lot, and foreclosure of the assessment

lien shall not affect or impair the lien of any such first realty mortgage.  The foreclosure of a first realty mortgage against a lot or acceptance of a deed in lieu of foreclosure shall not affect or impair the assessment lien.  Any first mortgage foreclosure purchaser, or grantee taking by deed in lieu of foreclosure, shall take the lot free of the assessment lien for all charges that have accrued up to the date of issuance of a sheriff’s deed or deed given in lieu of foreclosure, but shall take subject to the assessment lien for all assessments and charges accruing subsequent to the issuance of a sheriff’s deed or deed given in lieu of foreclosure.

Section  9.  SUBDIVISON OF LOTS:  Lots may not be subdivided but may be combined.  The combining of lots shall in no way lessen or increase the annual or special assessment on each lot.

Section 10.  RESERVE ACCOUNT:  To implement the will of the CPOA general membership as approved by membership motion February 6, 1996, all special identified Reserve Funds will be combined into one Reserve Account.  Deposit of 25% of all laundry income and specified assessments received from liens registered on unsold lots will be made to this Reserve Account.  A minimum of $60,000 will be left in this Reserve Account at each year-end.  At no time can the Board of Directors authorize an emergency expenditure which would lower the balance of this Reserve Account to less than $40,000 without an affirmative vote of the general membership.  (Added February 2000)

ARTICLE VII

Use of Membership Facilities and Services

Section  1.  USAGE SYSTEM:   Except as may be specifically provided in the rules and regulations, the use of the facilities and services of the Association shall be limited to adults only for their personal use.

Section  2.  RESERVATIONS:   The Association’s facilities will have certain limits as may be set from time to time by the Board of Directors and written reservation forms provided by the Association must be made in advance by the members to the Board of Directors or their designated representative.  The Association shall provide each using member substantially the same opportunity to use such facilities.

Section  3.  USER FEES:   The use of the facilities operated by the Association may be made subject to user fees which may be established from time to time by the Board of Directors or their designated representative.  These user fees will be on a cost basis and will be in addition to the annual assessment.

Section  4.  GUEST LIMITATIONS:   The Association may limit or prohibit the use of any of its facilities by guests and may make the use of any facilities by guests subject to payment of guest fees in amounts established by the Board of Directors.

Section  5.  RESERVATION SYSTEM:   Subject to reasonable cut off times for reserving the facilities, each of the individual facilities subject to limited use may be used by guests only when all using members desiring to use such facilities are able to do so.  No using member shall use the Association facilities, for which a reservation or other similar provision is necessary, without having made such reservation, and no member making such reservation shall fail to use such facility as arranged without giving the Association reasonable prior notice that he will not use such reservation.  Use of all facilities may be made subject to such other rules, restrictions and limitations as the Board of Directors shall establish.

Section  6.  REVIEW OF USAGE SYSTEM:  The specific rules, regulations, restrictions, and limitations with respect to any facilities established by the Board of Directors and membership.

CPOA Bylaws revised February 2004