The By Laws
RESTATED BYLAWS
OF
CRYSTAL POINT CONDOMINIUM ASSOCIATION
TABLE OF CONTENTS
ARTICLE I GENERAL ........................................................................................................................... 1
SECTION 1.
SECTION 2 .
SECTION 3.
PURPOSE ... .. ........... .............. ... .. .... .... ....... ........ .... ..... ....... ... ............ .. .. ... ....... .. ... ... ........... .. l
CONFLICT WITH D ECLARATION ...... .... ..... ....... .. ... ........... ....... ........ .. ................................. 1
APPLICATION OF BYLAWS .................................................... ............... .............................. l
ARTICLE II DEFINITIONS ................................................................................................................... 2
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5 .
SECTION 6.
SECTION 7.
SECTION 8.
"ASSOCIATION" ............... .......... ...... ....... ... .. ....... .. ... .. ..... .. ..... ... ... .. ...... .. ..... ........... ............ 2
"BOARD" ·····················································································································2 " COMMON ELEMENTS" ................................................................... ... .... .. ..... .... ..... ..... ... ... 2
"COMMON EXPENSES" ........... .. .. .............. ... ··················· ................ ... ...... ............... .......... 2
" D ECLARANT" ........................................ .. .................... ... ...... ............ ..... .. .......... ..... .. .... ... . 2
"DECLARATION" .. ... .... ... ...... .... .. ..... .. .... .. ............. .... ....... ..... .... ...... ... ..... .. ....... ....... ...... ..... 2
"ELIGIBLE MORTGAGE HOLDER" ....... .. ............... .......... ................... .. ............... .... .. .. .. ..... 2
"ELIGIBLE INSURER OR GUARANTOR" .............. ....... ......................................................... 2
SECTION 9. "MAJORITY" OR "MAJORITY OF MEMBERS" ........ ......... .... .... ........ ....... ... .. .. ...................... 2
SECTION 10. "MEMBER" .. .. ........... .. .... ..... ... ....... ..... ..... ................ ....... ........ ... .. .... ... ... ..... .................. ..... 3
SECTION 11 . "MORTGAGE" .. ... ........................ ....... .............. .. .... ....................... ...................... ......... .... .. 3
SECTION 12. "OCCUPANT" ... ....... ... ...... ......... .. .. ..... .......... ... .......... ....... ... ... .............. ............... ... ..... ....... 3
SECTION 13. "OWNER" ....... ................... .......... ................. ............. .. .... ......... .... .. ..................... ...... .. ....... 3
SECTION 14. "PERSON" ············································· ··················· ························ · ···················· ······· 3
SECTION 15. "UNIT" .... ............ .. .. ......................... ............................ ..... ...... ........ ................. ...... .. ..... ... .. 3
ARTICLE III MEMBERS ....................................................................................................................... 3
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
ELIGIBILITY . ... ... ................... .. ...... .. ...... .... ..... ... ....... ...... ..... .......... ...... ................. ... ......... .. 3
SUCCESSION ...... .... ................................................................................................. .. .. ....... 3
ANNUAL MEETINGS ............ .. ................ .. .... .. ............. ...... ... ..... ..... ...... ... ............. ..... ...... .. . 4
SPECIAL MEETINGS.·········································· ······························································ 4
NOTICE OF MEETINGS ............ .... ... ... ... .......... ... .... ......... ..................... .. ...... .... .. .... ..... .. ... ... 4
SECTION 6. VOTING .... .... .... ..... .. ........ ....... ..... .. ............ ............. ...... .... ..... ... .................................... ... ... 4
(a) Class A ...................................................................................................................................... 4
(b) Class B ...... .............................................................. .............. ........... .. .............................. ... ..... . 4
SECTION 7 . QUORUM ... ... .... ........... ... ....................................................... ............ .. ....... ...... .. .......... ... ... 5
SECTION 8 . PROXIES ........... ...... ............. ..... .. ...... .... .. ...... ...... ........ .... ... .... ... ... ... ... ...................... ....... .... 5
ARTICLE IV BOARD OF DIRECTORS .............................................................................................. 5
SECTION 1.
SECTION 2 .
SECTION 3.
SECTION 4.
SECTION 5 .
SECTION 6.
NUMBER ........ ..... .. ........................................ .. .............. .... ...... ..... .......... ....... ... ... ... .. ..... ... .. 5
TERM OF OFFICE . ........ .... ... ................. ......... ........................ ........ ..................... .... ...... ...... 6
QUALIFICATIONS .... ............ ...... ... .... ........................ ..... .................. ......... ......... .. ..... .... .... .. 6
REMOVAL. .. .... ..... ...... ....................... ..... ...... ... ....... .. ..... .. .. ... ..... ... ....... ...... ...... ... ... ....... ...... 6
COMPENSATION ................ .................... .... .... .......... ................. ... ......... ...... ......... .............. 6
ACTION TAKEN WITHOUT A MEETING .................. .. ............ ...... .. ...... ...... ...... .. ..... .... ..... ... 6
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS ................................................... 7
SECTION 1. NOMINATION . .. ....... ..... .... ... ........ ...................... .............. ..... ..................... ... ........ .... .......... 7
SECTION 2. ELECTION ....... .. .... ..... ......... ... ....... ........ ..... .. ...... ..... .................. ..... ... ........... ........ ....... .... ... 7
ARTICLE VI MEETINGS OF DIRECTORS ....................................................................................... 7
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
REGULAR MEETINGS ..... ..... .... ... ... .. .. .... ... .... ...... .. ....... .... .... .. ..... .. ... .. .. .. .. ... .... ........ ... .... ..... 7
SPECIAL MEETINGS . ........... ............. ....... .... .............. .... ... ....... .. .......... ....... ......... ...... ... ...... 7
QUORUM .................... .. .... .......... ........ ........ ... .... ......... ............. .. ....... ....... .......... .... .. .. ......... 7
D UTIES . ..... ... ... .... ..... ... .. ... .......... ... ..... ... ........... .... ... .... ... ...... .. .... ..... ..... ...... ..... .. ...... .... .. .... 8
ARTICLE Vil OFFICERS AND THEIRDUTIES ............................................................................... 9
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
ENUMERATION OF OFFICERS ................................................... ............ ....... ... ........ .. ... ....... 9
ELECTION OF O FFICERS ........... ...... .. .......... ... .... .. ......... .......... .......... .... .... ... .... .... ... ... .... ..... 9
TERM ..... .......... .. .. .................. ..... .... .. ...... .. .... ... .. ........ ... ...... ............. ... .. .. ....... .. ... .. ...... ..... .. 9
SPECIAL APPOINTMENTS .... ..... .. ... ....... ... .............. .............. .......... .. ...... ...... .. ...... ....... .. ... ... 9
RESIGNATION AND REMOVAL . ......... ...... .... .. ........ ........ ........................... .......... .. .. .. ..... ..... 9
VACANCIES ....... .. ..... ....... ......... ....... ....... .................... ........ ............................. ... .... .... ... .. 10
MULTIPLE O FFICES . ....... ..... ........... ....... .. .... ..... .......... ........ ....... .... ........ ........ .. ......... .. .. ... 10
SECTION 8. D UTIES .................................................................................. ........ ..... .................... .. ....... 10
(a) President .. ........... .................... .................................................................... ........................ .. .. 10
(b) Vice President .... .................................................. .................................................. .. ............... I 0
(c) Secretary ..................................................... .......................... ........ .......................................... I 0
( d) Treasurer .... ........................................................................................................... ......... .. ....... I 0
SECTION 9. COMMITTEES ........... .. .............. .. .. ....... .... ....... .... ................... .......... ............... ............. .. ... 11
ARTICLE VIII BOOKS AND RECORDS .......................................................................................... 11
ARTICLE IX COMMON EXPENSES ................................................................................................. 11
SECTION I.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
ANNUAL B UDGET ................ ... .......................... ......... ...................... .................. ...... .. ... ... 11
ASSESSMENTS FOR COMMON EXPENSES ........................................................................ 11
PARTIAL YEARS AND M ONTHS FOR THE F IRST FISCAL YEAR .... ...... .... .. .. .. ........... ...... ... 12
SPECIAL ASSESSMENTS FOR CAP IT AL IMPROVEMENTS . .................................. .. .... .... .. ... 12
LIEN FOR THE UNPAID ASSESSMENTS ..... .. ............... ............. ...... ...... .... ........ .. .......... .. .. .. 13
ASSESSMENT RESERVE UPON TRANSFER ........................ .. ............. .. ........... .. .... ....... ....... 13
ARTICLE X INDEMNIFICATION ..................................................................................................... 14
SECTION 1. GENERAL ............. ..... ............... ...... ............. ... ............. .. ................................................... 14
ARTICLE XI CORPORATE SEAL ..................................................................................................... 14
ARTICLE XII AMENDMENTS ........................................................................................................... 14
RESTATED BYLAWS
OF
CRYSTAL POINT CONDOMINIUM ASSOCIATION
WHEREAS, the Bylaws of Crystal Point Condominium Association were adopted in
1986 ("Bylaws");
WHEREAS, five (5) amendments to the Bylaws have been adopted since the time of the
original Bylaws;
WHEREAS, Crystal Point Condominium Association ("Association") wishes to
consolidate all of the language contained within the five (5) amendments into the Bylaws;
NOW, THEREFORE, by the attached document, the Association hereby restates the
Bylaws in their entirety, and consolidates in the Bylaws the following five (5) amendments: the
First Amendment to the Bylaws of Crystal Point Condominium Association adopted on May 19,
1992, the Second Amendment to Bylaws of Crystal Point Condominium Association adopted on
March 16, 1993, the Third Amendment to Bylaws adopted March 31, 1997, the Fourth
Amendment to Bylaws adopted June 24, 1997 and the Fifth Amendment to Bylaws adopted
November 1, 2000.
ARTICLE I
GENERAL
Section 1. Purpose. Crystal Point Condominium Association is an Arizona nonprofit
corporation organized for the purpose of acting as the Unit Owners Association as that term is
used in Arizona Revised Statutes§ 33-1201 et seg .. for Crystal Point Condominium, located in
Maricopa County, Arizona, which was created pursuant to a Declaration Establishing Crystal
Point Condominium and Declaration of Covenants, Conditions and Restrictions, recorded in the
office of the County Recorder of Maricopa County, Arizona.
Section 2. Conflict with Declaration. Should any provision of these Bylaws be
inconsistent or conflict with any provision of the Declaration, such provision of the Declaration
shall supersede and take precedence over any such provision of these Bylaws.
Section 3. Application of Bylaws. All present and future Owners, Occupants and
their respective licensees, invitees and employees shall be subject to and be bound by all of the
provisions of these Bylaws. The act of ownership or the mere occupancy of a Unit shall
establish a conclusive presumption that these Bylaws are accepted, ratified and will be complied
with by such Owner or Occupant.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean Crystal Point Condominium Association, an
Arizona nonprofit corporation, its successors and assigns.
Section 2. "Board" shall mean the Board of Directors of the Association.
Section 3. "Common Elements" shall mean the "Common Elements" as that term is
defined in Arizona Revised Statutes§ 33-1202 (7) and as used herein shall have the same
meaning as in the Declaration. "Common Elements" shall include any Limited Common
Elements, as more fully described in the Declaration.
Section 4. "Common Expenses" shall mean the expenses for the operation,
maintenance, repair and restoration of the Common Elements, except portions of the Limited
Common Elements as set forth in the Declaration, including but not limited to, salaries, wages,
payroll taxes, attorneys' and accountants' fees, supplies, materials, parts, services, maintenance,
repairs and replacements, landscaping, insurance, fuel, power and adequate reserves for the
restoration and replacement of the Common Elements and appurtenances thereto. Common
Expenses shall include those Common Expenses identified in the Declaration.
Section 5. "Declarant" shall mean Third Street and Indianola Partnership, an Arizona
general partnership, its successors in interest and assigns.
Section 6. "Declaration" shall mean the Declaration Establishing Crystal Point
Condominium and Declaration of Covenants, Conditions and Restrictions recorded on May 30,
1986, at Recorder's number 86-269896 of the records of the County Recorder of Maricopa
County, Arizona, as the same may be amended from time to time.
Section 7. "Eligible Mortgage Holder" means the holder of a First Mortgage on a
Unit who has in writing informed the Association of such Holder's address and requested
notification of and the right to participate in (if applicable) any action to be taken by the
Association pursuant to the Declaration.
Section 8. "Eligible Insurer or Guarantor" means an insurer of governmental
guarantor of a First Mortgage on a Unit which has in writing informed the Association of such
Insurer or Guarantor's address and requested notification of and the right to participate in (if
applicable) any action to be taken by the Association pursuant to the Declaration.
Section 9. "Majority" or "Majority of Members" shall mean the Owners of Units to
which more than fifty percent (50%) of the undivided ownership of the Common Elements is
appurtenant, irrespective of the total number of Owners. Likewise, any specified fraction or
percentage of the Members shall mean the Owners of Units to which that fraction or percentage
of undivided ownership of the Common Elements is appurtenant.
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Section 10. "Member" shall mean an Owner of a Unit. If a Member is a corporation
or partnership, the Member shall be represented by an officer, partner, agent or employee of such
Member.
Section 11. "Mortgage" means any recorded, filed or otherwise perfected instrument
given in good faith and for valuable consideration which is not a fraudulent conveyance under
Arizona law as security for the performance of an obligation, including without limitation a deed
of trust, but does not mean any instrument creating or evidencing solely a security interest arising
under the Uniform Commercial Code. "Mortgagee" means a person secured by a Mortgage,
including a trustee and beneficiary under a deed of trust; and "Mortgagor" means the party
executing a Mortgage. "First Mortgage" means a Mortgage which is the first and most senior of
all Mortgages upon the same property.
Section 12. "Occupant" shall mean a person or persons, other than a Member, in
rightful possession of a Unit.
Section 13. "Owner" shall mean and refer to the record owner, whether one or more
persons or entities, of equitable or beneficial title ( or legal title if the same has merged) of any
Unit. "Owner" shall include a purchaser of a Unit under an agreement for sale within the
meaning of Arizona Revised Statutes § 33-741. "Owner" does not mean persons or entities who
hold an interest in a Unit merely as security for the performance of an obligation.
Section 14. "Person" shall mean a natural individual, corporation, partnership, trustee
or other entity capable of holding title to real property.
Section 15. "Unit" shall have the same meaning as that term as is defined in Arizona
Revised Statutes §33-1202(22) and as used herein shall have the same meaning as in the
Declaration.
Section 16. Other words and terms used in these Bylaws shall have the same meaning
as set forth in the Declaration except where the context requires a different meaning.
ARTICLE III
MEMBERS
Section l . Eligibility. The membership of the Association shall consist of all Owners
of Units in Crystal Point Condominium. Membership in the Association shall be mandatory and
no Owner during his ownership of a Unit shall have the right to relinquish or terminate his
membership in the Association.
Section 2. Succession. The membership of each Unit Owner shall terminate when he
ceases to be an Owner of a Unit, and his membership in the Association shall automatically be
transferred to the new Owner succeeding to such ownership interest.
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Section 3. Annual Meetings. Each regular annual meeting of the Members shall be
held in the month of March in each year, at a time and place as may be designated in the written
notice of such meeting.
Section 4. Special Meetings. Special meetings of the Members may be called at any
time by the President or by a majority of the Board, or upon request of not less than one-fourth
(l/4) of the Class A Members.
Section 5. Notice of Meetings. Written notice of each meeting of the Members shall
be given by, or at the direction of, the Secretary or person authorized to call the meeting, by hand
delivering or by mailing a copy of such notice, postage prepaid, not fewer than ten (10) nor more
than sixty (60) days prior to the date of such meeting to each Member entitled to vote thereat,
addressed to the Member's address last appearing on the books of the Association. Such notice
shall specify the date, place and hour of the meeting, and, in the case of a special meeting, the
purpose and agenda of such meeting.
Section 6. Voting. The Association shall have two classes of voting membership:
(a) Class A- Class A Members shall be all Owners in Crystal Point
Condominium, with the exception of the Declarant and shall be entitled to one vote for each Unit
owned, which vote shall be weighted as to all matters in the proportion that the undivided
interest of such Owner's Unit bears to the Common Elements of Crystal Point Condominium and
shall be numerically equivalent to such undivided interest. When more than one person holds an
interest in any Unit, all such persons shall be Members. The Voting for such Unit shall be
exercised as such persons among themselves determine, or, in the absence of such determination,
as determined by the Board, but in no event shall more than one vote be cast with respect to any
Class A Unit. If any Owner or Owners cast a vote representing a certain Unit, it will, in the
absence of prompt protest from the other Owners of such Unit during the meeting at which such
vote is cast, thereafter be conclusively presumed for all purposes that such Owner or Owners
were acting with the authority and consent of all other Owners of the same Unit.
(b) Class B - The Class B Member shall be the declarant and shall be entitled
to three (3) votes for each Unit owned in Crystal Point Condominium, each of which votes shall
be weighted as to all matters in the proportion that the undivided interest of each Unit owned by
Declarant bears to the Common Elements of Crystal Point Condominium and shall be
numerically equivalent to such undivided interest. Each such vote may be cast in such
proportions on any matter as the Declarant may determine. Class B membership shall cease and
be converted to Class A membership without further act or deed, upon the happening of any of
the following events:
( 1) Upon the conveyance by Declarant of any particular Unit to an
Owner, other than in connection with an assignment by Declarant of all or
substantially all of its rights under the Declaration (including a pledge or
assignment by Declarant to any lender as security), with respect to the particular
Unit or Units so sold or otherwise disposed of; or
4
(2) With respect to all remaining Class B memberships (reinstated on
April 11, 1992), upon the first to occur of the following:
(i) forty eight (48) of the sixty three (63) Units in the
Condominium (seventy-five percent (75%) of the Units) have been
conveyed to Unit Owners other than Declarant; or
(ii) the expiration of four (4) years after the Declarant has
ceased to offer Units in the Condominium for sale in the ordinary course
of the Declarant's business, whichever occurs earlier (the "Period of
Extended Declarant Control").
Notwithstanding the provisions of Article III, Section 6, to the contrary, during the Period of
Extended Declarant Control, the Class B member shall only be entitled cast one (1) vote for each
Unit to which the Class B membership is appurtenant provided, however, that throughout the
Period of Extended Declarant Control, Declarant shall be entitled to appoint two (2) directors to
the Board.
If any lender to whom Declarant has assigned, or hereafter assigns, as security all or substantially
all of its rights under the Declaration succeeds to the interest of Declarant by virtue of said
assignment, the Class B memberships shall not be terminated thereby, and, subject to the
provisions of A.R.S. § 33-1244 (D), such Lender shall hold such rights and Class B memberships
on the same terms as such were held by Declarant pursuant to the Declaration.
Section 7. Quorum. The presence at a meeting of Members representing twenty five
percent (25%) of each Class of membership shall constitute a quorum for any action except as
otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws. If, however,
such quorum shall not be present or represented at any meeting, the Members entitled to vote
thereat shall have the power to adjourn the meeting from time to time, without notice other than
the announcement at the meeting, until a quorum shall be present or represented.
Section 8. Proxies. At all meetings of Members, each Member may vote in person or
by proxy. All proxies shall be in writing, dated and filed with the Secretary. Every proxy shall
automatically terminate one (1) year after its date unless it specifies a shorter term or unless it
states that it is coupled with an interest and is irrevocable and, in any case, upon conveyance by
the Member of his Unit and the interest in the Common Elements appurtenant thereto. A proxy is
void if it is undated or purports to be revocable without notice. If a Unit is owned by more than
one person, each Owner of the Unit may vote or register protest to the casting of votes by the other
Owners of such Unit through a duly executed proxy.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number. The affairs of the Association shall be managed by a Board of
not less than three (3) nor more than five ( 5) Directors, as determined from time to time by a
majority of the Members voting at a meeting where a quorum is present.
5
Section 2. Term of Office. Prior to the next election of Directors, immediately
following adoption of this Amendment, the Board of Directors shall appoint two (2) additional
Directors to serve until the next election of Directors. At such election, one Director shall be
elected for a term of one (1) year, one Director shall be elected for a term of two (2) years, and
one Director shall be elected for a term of three (3) years, so as to stagger the terms of office of
the Directors. The two present Directors whose terms will not be expiring shall each continue to
serve the remainder of his/her term of three (3) years. The nominee for Director receiving the
greatest number of votes at the next election shall be elected for the three (3) year term; the
nominee receiving the fewest number of votes shall be elected for the one (1) year term; and the
remaining nominee shall be elected for the two (2) year term. Thereafter, Directors shall be
elected or appointed for a term of three (3) years.
Section 3. Qualifications. Each Director, other than a Director appointed by
Declarant during the Period of Extended Declarant Control, shall be a Member or a spouse of a
Member ( or if a Member is a corporation, partnership or trust, a Director may be an officer,
partner or trustee of such Member). If a Director, other than a Director appointed by Declarant
during the Period of Extended Declarant Control, ceases to be a Member during his term as
Director, he shall thereupon cease to be a Director and his place on the Board shall be deemed
vacant. Notwithstanding anything contained in these Bylaws to the contrary, a Director
appointed by the Declarant during the Period of Extended Declarant Control can, but need not,
be a member.
Section 4. Removal. Any Director, other than a Director appointed by Declarant
during the Period of Extended Declarant Control may be removed from the Board, with or
without cause, by a two-thirds (2/3) vote of the Members of the Association present and entitled
to vote for the election of Directors at a meeting at which a quorum is present. Notwithstanding
anything contained herein to the contrary, a Director appointed by the Declarant during the
Period of Extended Declarant Control may only be removed by the Declarant. In the event of the
death, resignation or removal of a Director elected by the Members, the successor to such
Director shall be selected by a majority of the remaining members of the Board and shall serve
for the unexpired term of such Director's predecessor. In the event of the death, resignation or
removal of a Director appointed by Declarant during the Period of Extended Declarant Control,
the successor to such Director shall be appointed by the Declarant and shall serve for the
unexpired term of such Director's predecessor.
Section 5. Compensation. No Director shall receive compensation for any service he
may render to the Association. However, any Director may be reimbursed for his actual
expenses incurred in the performance of his duties as a Director.
Section 6. Action Taken Without a Meeting. The Directors shall have the right to
take any action in the absence of a meeting which they could take at a meeting by obtaining the
written approval of all Directors. Any action so approved shall have the same effect as though
taken at a meeting of the Directors.
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ARTICLEV
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board shall be made by a
nominating committee. Nominations may also be made from the floor at the annual meeting by
any Member not in default. The nominating committee shall consist of a chairman and two or
more Members of the Association, none of which may be a member of the Board of Directors,
except directors elected as a result of any of the votes cast by the Class B Member. The
nominating committee shall be appointed by the Board of Directors at least sixty (60) days prior
to each annual meeting and shall serve until such annual meeting has been concluded. The
nominating committee shall make as many nominations for election to the Board as it shall in its
discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Election. Election to the Board shall be by secret written ballot or oral
vote. Those candidates for election to the Board receiving the greatest percentage of votes cast
either in person or by proxy at the meeting shall be elected. Except as provided in Article TV,
Section 4 hereinabove, the Board of Directors shall not act to elect members of the Board of
Directors or determine the qualifications, powers and duties or terms of office of the Board of
Directors members.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board shall be held monthly
without notice, at such place and hour as may be affixed from time to time by resolution of the
Board. Should the date of any meeting fall upon a legal holiday, then that meeting shall be held
at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board shall be held and called
by the President of the Association, or by any two Directors, after not less than three (3) days
notice to each Director, or within a reasonable time after the presentation to the President of the
Association of a petition signed by one-quarter (1/4) of the Class A Members.
Section 3. Quorum. A majority of the number of Directors shall constitute a quorum
for the transaction of business. Every act or decision done or made by a majority of the Directors
present at a duly held meeting at which a quorum is present shall be regarded as the act of the
Board. The Board shall have the power to:
(a) Elect and remove the officers of the Association;
(b) Adopt and publish rules and regulations governing the use of the Common
Elements and related facilities, and the personal conduct of the Members and their guests
thereon, and to establish penalties for the infraction thereof;
7
( c) Suspend the right of a Member to vote and to use the recreational facilities
which are a part of the Common Elements during any period when such Member shall be in
default in the payment of any assessment levied by the Association. Such right may also be
suspended after notice and hearing, for a period not to exceed sixty (60) days, for infraction of
published rules and regulations promulgated by the Board;
( d) Engage the services of an agent to maintain, repair, replace, administer
and operate the Common Elements, or any part thereof, for all the Members, upon such terms
and for such compensation as the Board may approve. Any agreement for the services of any
such agent shall provide for termination by the Association with or without cause, and without
payment of a termination fee or penalty, upon thirty (30) days written notice, and no such
agreement shall be of a duration in excess of one (1) year, renewable by agreement of the parties
for successive one (1) year periods;
( e) Make repairs within the individual Unit where such repairs are required
for the welfare or safety of other Unit Owners or for the preservation or protection of the
Common Elements;
(f) Grant or relocate easements over, across or through the Common
Elements as the Board may determine to be beneficial to the Members;
(g) Declare the office of a member of the Board to be vacant in the event such
member shall be absent from three (3) consecutive regular meetings of the Board; and
(h) Exercise for the Association all powers, duties ad authority vested in or
delegated to the Association and not reserved to the Members by other provisions of these
Bylaws, the Articles of Incorporation, the Declaration, or the Act.
Section 4. Duties. It shall be the duty of the Board of Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs and
present a statement thereof to the Members at the annual meeting of the Members, or at any
special meeting when such statement is requested in writing by one-fourth (1 /4) of the Class A
Members who are entitled to vote;
(b) Supervise all officers, agents and employees of the Association, and to see
that their duties are properly performed;
(c) As more fully provided in the Declaration, to:
(1) Administer, operate, maintain and repair Common Elements;
(2) Determine the Common Expenses of the Association at least thirty
(30) days in advance of each annual assessment period;
8
(3) Within thirty (30) days after adoption of any proposed budget for
the Condominium, provide a summary of such budget to all Members and send
written notice of each Member's proportionate share of the Common Expenses
to every Member subject thereto; and
( 4) Record a notice and claim of lien against any Unit and the interest
in the Common Elements appurtenant thereto for which assessments are not paid,
and foreclose the same within a reasonable time, and bring an action at law
against the Member personally obligated to pay the same.
( d) Issue, or cause an appropriate officer to issue, upon written request by any
person having any interest in any Unit, a statement setting forth whether or not any assessment
has been paid. A reasonable charge may be made by the Board for the issuance of such a
statement. If the statement provides that an assessment has been paid, such statement shall be
conclusive evidence of such payments;
(e) Procure and maintain adequate casualty and liability insurance as more
fully provided in the Declaration;
(f) Cause all officers or employees having fiscal responsibilities to be bonded
as more fully set forth in the Declaration.
Section 1.
ARTICLE VII
OFFICERS AND THEIR DUTIES
Enumeration of Officers. The Officers of the Association shall be a
President and Vice President, who shall at all times be members of the Board, a Secretary, and a
Treasurer and such other officers as the Board may from time to time provide for by resolution.
Section 2. Election of Officers. The election of officers shall take place at the first
meeting of the Board of Directors following each annual meeting of the Members.
Section 3. Term. The officers of the Association shall be elected annually by the
Board and shall each hold office for one (1) year unless such officer shall sooner resign, or shall
be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the
affairs of the Association may require, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board may from time to time prescribe.
Section 5. Resignation and Removal. Any such officer may be removed from office
with or without cause by the Board. Any officer may resign at any time by giving written notice
to the Board, and the President or Secretary. Such resignation shall take effect on the date of
receipt of such notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it affective.
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Section 6. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The officer appointed to fill such vacancy shall serve for the remainder of the term of the
officer replaced.
Section 7. Multiple Offices. Any two or more offices may be held by the same
person except the offices of President and Secretary.
Section 8. Duties. The duties of the officers shall be as follows:
(a) President - The President shall be the chief executive officer of the
Association and shall supervise and control all of the business and affairs of the Association. He
shall, when present, preside at all meetings of the Members and all meetings of the Board. He
may sign, with or without any other officer of the Association as authorized by the Board, deeds,
mortgages, bonds, contracts or other instruments which the Board has authorized to be executed,
except where the signing and execution thereof shall be expressly delegated by the Board or by
these Bylaws to some other officer or agent of the corporation or shall be required by law to be
otherwise signed or executed. He shall have the power to appoint and remove one or more
administrative Vice Presidents of the Association and such other assistants to the various elected
officers of the Association as is necessary for the accomplishment of their duties. In general, he
shall perform all duties incident to the office of the President and such other duties as may be
prescribed by the Board.
(b) Vice President - In the absence of the President, or in the event of his
death, inability or refusal to act, the Vice President, or if there is more than one Vice President,
the Senior Vice President, shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the President. Otherwise, such
Senior and other Vice Presidents shall perform only such duties as may be assigned by the
President or by the Board.
( c) Secretary - The Secretary shall keep the minutes of the meetings of the
Members and the Board in one or more books provided for that purpose; see that all notices are
duly given in accordance with the provisions of these Bylaws, or as required by law; be
custodian of the records and seal of the Association, and see that the seal of the Association is
affixed to all documents, when such is duly authorized; keep or cause to be kept under his
general supervision by a registrar or transfer agent appointed by the Board, a register of the name
and post office address of each Member as furnished by such Member; have general charge of
the transfer books of the corporation; and in general perform all duties incident to the office of
Secretary and such other duties as may be assigned to him by the President or by the Board.
( d) Treasurer - The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Association; receive and give receipts for monies
due and payable to the corporation from any source whatsoever, and deposit all monies in the
name of the Association in such banks, trust companies or other depositories as shall be directed
by the Board; shall sign all checks and promissory notes of the Association except in those
instances where the Board has delegated the authority to sign checks to a managing agent
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employed by the Association; shall keep proper books of account; shall cause an annual audit of
the books of the Association to be made by a public accountant at the completion of each fiscal
year; and shall prepare an annual budget and a statement of income and expenditures to be
presented to the Members at the regular annual meeting of the Members, and shall deliver a copy
of such to the Members.
Section 9. Committees. The Association shall appoint a nominating committee, as
provided in these Bylaws. In addition, the Board shall appoint other committees as the Board
may deem appropriate to carry out the purposes of the Association.
ARTICLE VIII
BOOKS AND RECORDS
Section 1. The books, records and papers of the Association shall at all times, during
reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles
oflncorporation and the Bylaws of the Association shall be available for inspection by any
Member at the principal office of the Association, and copies thereof may be purchased at
reasonable cost from the Association.
ARTICLE IX
COMMON EXPENSES
Section 1. Annual Budget. The Board shall cause an estimated annual budget of the
Common Expenses to be prepared for each fiscal year of the Association and shall, as provided
in the Declaration, have the authority to adopt and amend such budgets without ratification by
the Members. Such estimated annual budget shall take into account the estimated expenses and
cash requirements that will be required for the operation, maintenance, repair and restoration of
the Common Elements for the year, including but not limited to, salaries, wages, payroll taxes,
attorneys' and accountants' fees, supplies, materials, parts, services, maintenance, repairs,
replacements, landscaping, insurance, fuel, power and adequate reserves for the restoration and
replacement of the Common Elements and the appurtenances thereto and within thirty (30) days
after adoption of such budget, the Board shall provide a summary of the budget to all the
Members. To the extent that assessments for Common Expenses received from Members during
the immediately preceding year shall be more or less than the Common Expenses incurred by the
Association for the preceding year, the surplus or deficiency, as the case may be, shall also be
taken into account. The annual budget shall also provide for a reserve for contingencies for the
year and a reserve for restoration and replacement, in reasonable amounts as determined by the
Board.
Section 2. Assessments for Common Expenses. The estimated annual budget for the
Common Expenses for each fiscal year shall be approved by the Board, and a summary thereof
shall be furnished by the Board to each Member not later than thirty (30) days thereafter and
prior to the beginning of the fiscal year. On or before the first day of the first month of each
fiscal year, the Board shall assess each Unit and each Member for his respective share of the
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expenses of operating, maintaining, repairing and restoring the Common Elements in accordance
with the proportionate interest in the Common Elements appurtenant to the particular Unit. The
assessment levied against each Unit and each Member shall be payable in twelve (12) equal
monthly installments commencing on the first day of the first month of the fiscal year and on the
first day of each succeeding month thereafter or as determined by the Board. Assessments for
the Common Expenses shall commence upon the first day of the first month immediately
following the conveyance of the first Unit to a Unit Owner other than Declarant. In the event the
Board fails to approve an estimated annual budget for the Common Expenses or fails to
determine the assessments for the Common Expenses for any year, or shall be late in so doing,
each Member shall continue to pay on the first day of each month during the new fiscal year an
amount equal to the monthly installment paid toward the assessment for the Common Expenses
levied against the particular Unit for the immediately preceding fiscal year. Until
commencement of the first fiscal year of the Association immediately following the conveyance
of the first Unit to an Owner, the maximum monthly payment for such Common Expenses
payable by each owner shall be in such amount as detem1ined by the Board prior to such first
conveyance. At the commencement of the first fiscal year immediately following the
conveyance of the first Unit to an Owner and at the commencement of each and every fiscal year
thereafter, the Board shall increase the maximum monthly payment for the Common Expenses
payable by each Owner by fifteen percent (15%) of the maximum monthly payment for the
Common Expenses payable by each Owner for the immediately preceding fiscal year.
Notwithstanding anything contained herein to the contrary, from and after the commencement of
the first fiscal year immediately following the conveyance of the first Unit to an Owner, the
maximum monthly payment for the Common Expenses payable by each Owner may be
increased above that established by said fifteen percent (15%) increase provided that such
increase shall have the assent of sixty seven percent ( 67%) of each Class of Members who are
voting in person or by proxy at a meeting call for such purpose.
Section 3. Partial Years and Months for the First Fiscal Year. The annual budget for
the Common Expenses for the first fiscal year shall be as approved by the first Board. If the first
fiscal year, or any succeeding fiscal year, shall be less than a full calendar year, the annual
assessment for the Common Expenses shall be prorated in accordance with the number of
months and days in such period covered by such budget for the purposes of determining the
amount of the monthly installments.
Section 4. Special Assessments for Capital lnlprovements. In addition to the annual
assessments authorized above, the Association may levy, in any assessment year, a special
assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost
of any construction, reconstruction, repair or replacement of a capital improvement upon the
Common Elements, including fixtures and personal property related thereto, provided that any
such assessment shall have the assent of sixty seven percent ( 67%) of the votes of each Class of
Members who are voting in person or by proxy at a meeting duly called for that purpose.
Written notice of any meeting called for the purpose of taking any action authorized under this
section shall be sent prepaid by mail or hand delivered to all Members not less than ten (10) days
nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the
presence of Members or of proxies entitled to cast sixty percent ( 60%) of all the votes of each
Class of membership shall constitute a quorum. If the required quorum is not present, another
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meeting may be called subject to the same notice requirement, and the required quorum at the
subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No
such subsequent meeting shall be held more than sixty (60) days following the preceding
meeting.
Section 5. Lien for the Unpaid Assessments. Each installment of each Owner's
proportionate share of the Common Expenses, together with costs and reasonable attorneys' fees,
shall constitute the personal obligation of the person who was an Owner at the time such
installment became due. The personal obligation for delinquent installments shall not pass to an
Owner's successor unless expressly assumed by such successor, provided, however that the
personal obligation shall survive any voluntary or involuntary transfer of a Unit with respect to
any Owner who was the Owner of such Unit at the time such installment became due. If any
Owner shall fail or refuse to pay any such installment within thirty (30) days of the due date, the
amount thereof, together with interest thereon at the rate of four percent (4%) per annum in
excess of the prime rate of interest announced by Bank One Arizona or any successor bank, or if
no such successor shall exist, Bank of America, N.A. as the same may fluctuate on a daily basis
from the due date of such payment, a late charge which may be imposed only after notice to such
Owner and after such Unit Owner's having an opportunity to be heard by the Board, equal to
twenty five percent (25%) of the amount of such payment as determined by the Board, costs and
reasonable attorneys' fees, shall constitute a lien on the Unit of such Owner and on any rents or
proceeds therefrom; provided, however that such lien shall be subordinate to the lien of a
recorded First Mortgage on the applicable Unit, acquired in good faith and for value, except for
the amount of any unpaid assessments and other charges which accrue from and after the date on
which the First Mortgagee acquires title to or comes into possession of the applicable Unit, and
any lien for unpaid assessments and other charges prior to such date shall upon such date
automatically terminate and be extinguished and such First Mortgagee shall not be liable for such
unpaid assessments and other charges, provided, however, that the extinguishment of such lien
shall not in any way affect the personal obligation of the Owner of the Unit at the time the
payment giving rise to such lien became due. Any person acquiring any interest in any Unit shall
upon written notice to the Board be entitled to a statement from the Association setting forth the
amount of unpaid assessments and other charges, if any, and such person shall not be liable for,
nor shall any lien attach to such Unit in excess of the amount set forth in such statement except
for assessments and other charges which accrue or become due after the date thereof. The lien
provided for in this Section may be foreclosed by the Association in any manner provided or
permitted for the foreclosure of real property mortgages or deeds of trust in the State of Arizona.
Section 6. Assessment Reserve upon Transfer. Upon transfer of a unit through sale,
a fee equal to two (2) times the monthly assessment being levied against the unit being
transferred shall be payable by the new Owner. The full amount of this fee shall be applied to
the Association's reserve fund for contingencies, restoration and replacements.
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ARTICLEX
INDEMNIFICATION
Section 1. General. Subject to the provisions of A.R.S. § 10-1005 (B), the
Association shall indemnify and hold harmless each of its Directors and officers, each member
of any committee appointed by the Board, the Board, and Declarant, against any and all liability
arising out of any acts of the Directors, officers, committee members, Board, or Declarant
(including any and all officers and directors of Declarant), or arising out of their status as
Directors, officers, committee members, Board or Declarant, unless any such act is a result of
gross negligence or criminal intent. It is intended that the foregoing indemnification shall
include indemnification against all costs and expenses including, by way of illustration but not of
limitation, attorneys' fees and costs, reasonably incurred in connection with the defense of any
claim, action or proceeding, whether civil, criminal, administrative or other, in which any such
Director, officer, committee member, Board, Declarant or director or officer of Declarant, may
be involved by virtue of such person having the status of a Director, officer, committee member,
Board, Declarant, Declarant's director or officer; provided, however, that such indemnity shall
not be operative with respect to any matters to which such person shall have been finally
adjudged in such action or proceeding to be liable for gross negligence or criminal intent in the
performance of his duties.
ARTICLE XI
CORPORA TE SEAL
Section 1. The Association shall have a seal in a form approved by the Board of
Directors.
ARTICLE XII
AMENDMENTS
Section 1. These Bylaws may be changed, modified or amended, at a regular or
special meeting of the Members, by sixty-seven percent (67%) of the votes entitled to be cast of
the Members present or represented by proxy, at a regular or special meeting called for that
purpose, provided, however, that so long as any Class B membership remains outstanding, the
Declarant shall have consented in writing to any change, modification or amendment and
provided further, that fifty-one percent (51 %) of all Eligible Mortgage Holders have consented to
any change, modification or amendment which establishes, provides for, governs or regulates
any of the following:
(1) Voting;
(2) Assessments, assessment liens or subordination of such liens;
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(3) Reserves for maintenance, repair and replacement of the Common
Elements;
(4) Responsibility for maintenance and repair of the Common Elements and
the Units;
(5) Subject to the provisions of the Declaration and subject to the provisions
of the Act, reallocation of interests in the Common Elements or rights to the use of the Common
Elements;
(6) Boundaries of any Unit;
(7) Subject to the provisions of the Declaration, convertibility of Units into
Common Elements or of Common Elements into Units;
(8) Subject to the provisions of the Declaration and subject to the provisions
of the Act, expansion or contraction of Crystal Point Condominium or the addition, annexation
or withdrawal of property to or from Crystal Point Condominium;
(9) Insurance or fidelity bonds;
(10) Leasing of Units;
( 11) Imposition of any restrictions on the right of a Unit Owner to sell, transfer,
or otherwise convey such Owner's Unit;
(12) Any decision by the Association to establish self management if
professional management has been previously required by an Eligible Mortgage Holder;
(13) Restoration or repair of the Condominium after damage, destruction or
condemnation in a manner other than as provided in the Declaration;
(14) Subject to the provisions of the Declaration and subject to the provisions
of the Act, any action to terminate the Condominium created by the Declaration after substantial
destruction or condemnation occurs;
(15) Any provisions which are for the express benefit of Mortgage Holders,
Eligible Mortgage Holders or Eligible Insurers or Guarantors of First Mortgages on any Unit.
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CERTIFICATION
The President of the Association hereby certifies that, to the best of the Association's ability, the
provisions contained within this Restated Bylaws are a true and accurate restatement of the
original Bylaws with the incorporation of the five (5) amendments thereto. No alterations or
amendments have been made to the Bylaws, except for amendments previously approved by the
Declarant, Association and/or Members.
~ --tli_ ~ --,~
DA TED this __ 6 day of / / / 7 I ~ , 20-W.
CRYSTAL POINT CONDOMINIUM ASSOCIATION
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