AMENDED BYLAWS OF PACIFIC POINT
HOMEOWNERS ASSOCIATION
TABLE OF CONTENTS Page
Number
ARTICLE I - NAME AND LOCATION…………………………….1
ARTICLE II - DEFINITIONS……………………………………...... 1
Section 1. Act……………………………………….1
Section 2. Articles…………………………………..1
Section 3. Association………………………………1
Section 4.Board…………………………………….1
Section 5.Common Area…………………………...1
Section 6. Condominium……………………………1
Section 7.Condominium Development…………….2
Section 8.County……………………………………2
Section 9.Declaration……………………………….2
Section 10.Member…………………………………..2
Section 11.Mortgage…………………………………2
Section 12.Mortgagee………………………………..2
Section 13.Notice and opportunity for hearing………2
Section 14.Owner…………………………………….2
Section 15.Person…………………………………….2
Section 16.Property…………………………………...2
Section 17. Rules and Regulations…………………….3
Section 18.Unit……………………………………….3
Section 19.Voting Power……………………………..3
ARTICLE III - MEMBERSHIP AND VOTING RIGHTS……………3
Section 1.Membership…………………………...... 3
Section 2.Voting……………………………………..3
Section 3. Majority of Owners……………………….4
ARTICLE IV - MEETING OF MEMBERS……………………………4
Section 1.Annual Meeting……………………………4
Section 2. Special Meeting……………………………4
Section 3.Notice of Meetings…………………………4
Section 4. Quorum…………………………………….5
Section 5.Proxies……………………………………...5
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Page
Number
Section 6. Location……………………………………..6
Section 7.Action Taken Without a Meeting……………6
Section 8.Parliamentary Procedures……………………6
ARTICLE V - BOARD OF DIRECTORS………………………………6
Section 1.Number………………………………………6
Section 2.Term of Office………………………………7
Section 3.Removal……………………………………..7
Section 4.Compensation……………………………….7
Section 5.Action Taken Without A Meeting 7
ARTICLE VI - NOMINATION AND ELECTION OF DIRECTORS..7
Section 1. Nomination………………………………….7
Section 2.Election………………………………………8
Section 3.Vacancies……………………………………8
Section 4.Maintenance and Repair…………………….8
Section 5.Use of Family Units - Internal Changes8
ARTICLE VII - MEETINGS OF DIRECTORS………………………….9
Section 1.Regular Meetings……………………………9
Section 2.Special Meetings……………………………9
Section 3. Quorum………………………………………10
Section 4.Open Meetings………………………………10
Section 5. Executive Session……………………………10
Section 6. Adjourned Meeting………………………….10
ARTICLE VIII - POWERS AND DUTIES OF THE BOARD OF DIRECTORS10
Section 1.Powers……………………………………….10
Section 2.Non-Liability………………………………..13
Section 3.Duties………………………………………..14
ARTICLE VI - OFFICERS AND THEIR DUTIES……………………..17
Section 1.Enumeration of Officers…………………….17
Section 2.Election of Officers………………………….17
Section 3.Term…………………………………………17
Section 4.Special Appointments……………………….17
Section 5.Resignation and Removal……………………17
Section 6.Vacancies……………………………………17
Section 7.Multiple Officers……………………………17
Section 8.Duties………………………………………..18
Section 9.Checks and Drafts……………………………19
Section 10. Joint Signatures………………………………19
Section 11.Execution of Contracts and Other Documents19
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Page
Number
ARTICLE X - BOOKS AND RECORDS…………………………...... 19
ARTICLE XI - ASSESSMENTS……………………………………….20
ARTICLE XII - AMENDMENTS AND INTERPRETATION
OF DOCUMENTS …………………………………….21
Section 1.Amendment………………………. ………. 21
Section 2. Interpretation……………………...... 21
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BYLAWS
OF
PACIFIC POINT HOMEOWNERS ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is Pacific Point Homeowners Association. The principle office of the corporation shall be located in the City of Pacifica, County of San Mateo, California.
ARTICLE II
DEFINITIONS
Section 1. “Act” means Title 6, Chapter 1, Sections 1350, through 1360, inclusive, of the Civil Code of California, entitled “Condominium”, as the same may be amended from time to time.
Section 2. “Articles” means the Articles of Incorporation of the Association, including any amendments thereto.
Section 3. “Association” means Pacific Point Homeowners Association, a California nonprofit mutual benefit corporation, its successors and assigns.
Section 4. “Board” means the Board of directors of the Association.
Section 5. “Common Area” means the entire Condominium
Development, except the Units.
Section 6. “Condominium” means an estate in real property, as defined
in California Civil Code $ 783, consisting of an undivided interest in common in the Common Area together with a separate interest in a unit. Ownership of each condominium shall include an entire unit, all assessments appurtenant thereto and the respective undivided interest in the Common area as set forth in the Declaration.
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Section 7. “Condominium Development” means all the real property subject to the Declaration, including all structures thereon.
Section 8. “County” means the county in the State of California in which the Condominium Development is located.
Section 9. “Declaration” means the Declaration of the covenants, Conditions, and Restrictions for Pacific Point, recorded on March 26, 1973, in book 6350 at page 124 of the official records of the County.
Section 10. “Member” means a member of the Association.
Section 11. “Mortgage” means any mortgage or deed of trust which constitutes which constitutes a first lean upon a Condominium given to a bank or savings and loan associations for the purposes of securing indebtedness incurred to purchase or improve a Unit.
Section 12. “Mortgagee” means the holder of the beneficial interest in any Mortgage.
Section 13. “Notice and opportunity for Hearing” means giving at least fifteen (15) days prior notice of a proposed action and the reasons therefore, and an opportunity to be heard by the Board, orally or in writing, not less than five (5) days before the effective date before the proposed action.
Section 14. “Owner” means the record fee title owner whether one or more persons or entities, of a fee simple title to any Condominium and shall include Declarant as to any Condominium owned by declarant and contract vendee (buyer) under a recorded contract for sale. “Owner” shall not include any person or entity who holds an interest in a Condominium merely as security for the performance of an obligation or as a tenant.
Section 15. “Person” shall mean an individual, corporation, partnership, trustee or other legal entity capable of holding title to real property.
Section 16. “Property” means that certain real property in the City of Pacifica, County of San Mateo, State of California, which is particularly described on the subdivision map entitled Subdivision of portions of Blocks 24, 25, a portion of Malden Way, a portion of walk 10.00 feet in width, on the map, filed February, 1972; in volume 79 of Maps at pages 26-33, official records of the County.
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Section 17. “Rules and Regulations” means reasonable and nondiscriminatory rules and regulations as may be adopted from time to time by the Association, provided notice of such rules and regulations has been given to Owners in accordance with requirements of the Declaration.
Section 18. ”Unit” means the elements of a Condominium which are not owned in common with the other Owners.
Section 19. “Voting Power” means the total number of votes of Members ( in a class of Members or of the Association, as the case may be ) whose membership at the time the determination of voting power is made has not been suspended in accordance with the provisions of the Declaration and these By-Laws. Voting Power shall be computed by including all such members, whether or not members are present in person or by proxy at a meeting.
ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
Section 1. Membership. Each Owner shall automatically be a Member of the Association. No person or entity who is not an Owner shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of a condominium. Upon termination of ownership, an Owner’s membership shall automatically terminate and be automatically transferred to the new Owner of the Condominium.
Section 2. Voting. The proportionate representation for voting purposes in the Association of Owners is based on the proportionate square footage that each of the units bears to the total square feet of all of the units. The square footage of the respective units, and their respective undivided interests for voting purposes, are as follows:
Units 1 and 2 (2) =1.1052 %
Units 10, 11, 13, 14, 22, 23, 25, 25, 26, 34,
35, 37, 38, 46, 47, 49, 50, 58, 59, 61,
62, 70, 71, 73, 79, 81, 82, 96 and 97 (28) = 1.1051 %
Units 3, 12, 15, 24, 27, 36, 39, 48, 51, 60,
63, 72, 74, 80, 83 and 98 (16) =1.1187 %
Units 4-9, 16-21, 28-33, 40-45, 52-57, 64-69
75-78 and 84-95 (52) =0.9413 %
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Section 3. Majority of Owners. As used in these Bylaws, the term “Majority of Owners” shall mean those owners who hold fifty-one percent (51%) of the votes in accordance with the percentages assigned in Section 2 of this Article.
ARTICLE IV
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held within forty-five (45) days after the recordation of a deed closing the sale of that unit which represents the 51st percentile of the Units authorized for sale, but in no event shall the meeting be held later than six (6) months after the closing of the first sale of the first Unit. Subsequent regular annual meetings of the Members shall be held not less frequently than once each calendar year, at a date and time selected by the Board. Meetings of the Association shall be held within the Condominium Development or as close thereto as possible. If the day for the annual meeting of the Members is a legal or religious holiday, or a Saturday or a Sunday, the meeting shall be held at the same hour on the first working day thereafter.
Section 2. Special Meetings. Special meetings of the Members shall be promptly scheduled in response to a majority vote of a quorum of the Board, or upon receipt of a written request signed by Members representing not less than twenty percent (20%) of the total Voting Power of the Association.
Section 3. Notice of Meetings. Written notice of annual and special meetings of Members shall be given by, or at the direction of, the secretary of the Association or other person authorized to call a meeting, by mailing a copy of such notice, first-class postage prepaid, not less than ten (10) days nor more than ninety (90) days before such meeting, to each Member entitled to vote, addresses to the Members address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Notice of a meeting shall specify the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be undertaken; and (ii) in the case of a regular meeting, those matters which the Board, at the time the notice is given, intends to present for action by the Members. Unless otherwise expressly provided herein or in the Declaration, any action may be taken at any regular or special meeting of the Members upon the affirmative vote of a majority of the Members present at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all those who are
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nominees at the time the notice is given to the Members. Notice shall also be given to the holders of the Mortgages or equivalent liens on the Condominiums at the address supplied to the holder to the Association and each such holder shall have the right to designate a representative to attend the meeting.
Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxy holders entitled to cast, one-third of the total Voting Power of the Association shall constitute a quorum for any action, except as may otherwise be provided in the Articles, the Declaration or these Bylaws. The Members present at any duly called or 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, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. In the absence of a Quorum, the Members entitled to vote at such meeting shall have the power to adjourn the meeting to another time without notice (other than the announcement at the meeting). Any adjournment for lack of a quorum shall be to a date not less than five (5) days and not more than thirty (30) days from the original meeting date. The Quorum required for voting at such rescheduled meeting shall be twenty percent (20%) of the total Voting Power of the Association. If the time and place for the adjourned meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to the Members in the manner prescribed herein for the regular meetings.
Section 5. Proxies.
(A)At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary of the Association or other person designated at the meeting. Every proxy shall be revocable and shall automatically cease upon reconveyance by the Member of his Condominium or upon receipt by the Association of written notice of the death or incapacity of the Member who executed the proxy. Any proxy shall be invalid after expiration of eleven (11) months from the date it is executed.
(B)Any form of proxy or written ballot distributed to ten (10) or more Members may afford an opportunity on the proxy or form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot or proxy is distributed, to be acted upon at the meeting for which the proxy is solicited or by such written ballot, and shall provide, subject to reasonable specific conditions, that where
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the Member solicited specifies a choice with respect to any such matters, the vote shall be cast in accordance therewith.
(C) Every form of proxy or written ballot which provides an opportunity to specify approval or disapproval with respect to any proposal shall also contain an appropriate space marked “abstain”, whereby a Member may indicate a desire to abstain from voting on the proposal. A proxy marked “abstain” by the Member with respect to the particular proposal shall not be voted either for or against such proposal.
(D) In any election of directors, any form of proxy or written ballot in which the directors to be voted upon are named therein as candidates and which is marked by a Member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.
(E) Failure to comply with this section shall not invalidate any corporate action taken, but may be the basis for challenging any proxy at a meeting and the Superior Court may compel compliance therewith at the suit of any Member.
Section 6. Location. Meetings of Members shall be held within the Condominium Development or as close thereto as possible.
Section 7. Action Taken Without a Meeting. Any action which may be taken by the vote of the Members at a regular or special meeting, except the election of the Board, may be taken in the absence of a meeting by written consent pursuant to section 7513 of the California Corporations Code.
Section 8. Parliamentary Procedure. All questions of parliamentary procedure shall be decided in accordance with Roberts Rules of Order.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number. The affairs of the Association shall be managed and governed by the Board of Directors composed of not less than three (3) and not more than five (5) directors, who shall be Members of the Association, except that a partner, employee, officer or director of any partnership, corporation or association that is an Owner shall be eligible to serve as a director.
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Section 2. Term of Office. The term of office for each director shall be two (2) years. A director can run for successive terms.
Section 3. Removal. Any director may resign from the Board at any time by delivering a notice of resignation to the Board. Directors may be removed from the Board, with or without cause at any regular or special meeting of the members called for such purpose by a majority of the votes of the members cast at such meeting, except no individual director shall be removed if the number of votes cast against his removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast and the entire authorized Board were then being elected. In the event of death, resignation or removal of a director, his successor shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for general services he may render to the Association. A director may receive reasonable compensation for special services, e.g., professional services which go beyond that which is typically expected of a director. Before a director may receive such compensation, the amount of said compensation must be approved by the Board and disclosed to the members either at a meeting or through mail. A director may also be reimbursed for his actual reasonable expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The Board shall have the right to take any action in the absence of a meeting which it could take at a meeting by obtaining the written consent of a majority of the directors. Any action so approved shall have the same effect as though taken at a meeting of the Board. All such written consents shall be filed with the minutes of the proceedings of the Board and an explanation of the action taken shall be posted at a prominent place within the Common Area within three (3) days after the consent of all Board members has been obtained.
ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS
Section1. Nomination. Nomination for election of the Board may be made by a nominating committee appointed by the Board prior to an annual meeting at which directors are to be elected. The nominating committee shall consist of a chairman, who shall be a member of the Board and two or more members. The nominating committee shall make as many nominations for election to the Board as it shall in its
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discretion determine, but not less than the number of vacancies to be filled. Nominations may also be made from the floor at the annual meeting.
Section 2. Election. The first election of the Board shall be conducted at the first meeting of the Association and the initial authorized number of the directors shall be elected at that meeting. Election to the Board shall be by secret written ballot. Election of directors shall be by cumulative voting in all elections in which more than two directors are to be selected. The persons receiving the largest number of votes shall be elected. A member shall be entitled to cumulate his or her votes for one or more candidates for the Board if the candidate’s name has been placed in nomination prior to voting, and if the member has given notice at the meeting prior to the voting of his or her intention to cumulate votes. If any one member has given such notice, all members may cumulate their votes for candidates in nomination.
Section 3. Vacancies. Any vacancy on the Board caused by death, disability, resignation or increase in the number of directors may be filled by appointment by a majority of the remaining directors or by the sole remaining director. Any vacancy on the Board caused by removal of a director shall be filled by election pursuant to Sections 1 and 2 of this Article.
Section 4. Maintenance and Repair.
(A) Every member must perform promptly all maintenance and repair work within his own unit which, if omitted would affect the project in its entirety or in a part belonging to other owners, being expressly responsible for the damages and liabilities that his failure to do so may engender. If a member fails to properly perform said maintenance and repair, the Association is authorized through its Board to bring an action in the Superior Court seeking an order directing compliance with these Bylaws and the Declaration and will be entitled to attorney’s fees and costs for bringing said action.