ARTICLE I. MEMBERSHIP
SECTION 1. Membership in the corporation shall be open to all owners of real property or all owners of cabins location on leased land on Mt. Lemmon. Membership shall cease upon loss of this qualification. Associate memberships shall be available to interested parties. Dues are the same amount for both memberships.
SECTION 2. Membership shall be limited to one membership per owner, or in the case of married couples, one membership per married couple, in which case both husband and wife shall be considered members, but each married couple be entitled to one (1) vote at membership meetings. Either husband or wife may cast the vote. Both husband and wife may not serve as directors or hold office at the same time. Associate members shall not vote, nor may they be board members
SECTION 3. In the case of a property owned jointly or as tenants in common by two or more persons, such persons collectively shall be eligible to apply for membership and such membership shall have one (1) vote. Only one of said joint owners may cast the one vote. Said joint owners shall determine amongst themselves which shall apply for membership. Only one of said joint owners may serve as director or officer at one time.
SECTION 4. Membership shall be non-transferable.
SECTION 5. Any member of this corporation may be expelled by an affirmative vote of three-fourths of the directors of the corporation at any regular or special meeting for acts of conduct prejudicial to the best interest of the corporation or its members.
ARTICLE II. DUES
SECTION 1. The dues of all members shall be $35.00 per year or as adjusted by the Board of Directors payable February 1 of each calendar year. Any person joining after February 1 shall pay dues for the full year.
SECTION 2. No member shall hold office, vote, nor serve on any committee who has not paid dues for the current year.
SECTION 3. Any member in default in payment of dues after thirty days’ notice in writing shall be suspended from all privileges of membership, and if after notice in writing said default not be cured within thirty (30) days, the membership of such person shall automatically cease and terminate.
SECTION 4. There shall be no assessment levied against the membership at large under any circumstances. This provision, however, shall not prevent any member or group of members from making voluntary donations to the association.
ARTICLE III. MEMBERSHIP MEETING
SECTION 1. The annual meeting of the members of this corporation for the election of directors and transaction of other business shall be held at a board-designated location in Pima County during the month of April, and printed or written notice thereof shall be given to each member as appears upon the corporation membership books, by the secretary, by mail, at least thirty (30) days before such meeting. One notice mailed to joint owners shall be deemed sufficient notice to all joint owners. Notice to joint owners shall be mailed to the joint owner designated to apply for membership.
SECTION 2. Special membership meetings may be called at any time by the president, or board of directors, and printed or written or telephone notice thereof shall be given each member appearing on the corporation membership books, by the secretary by mail, at least five days before such meeting, and such notices shall specify the purpose of which such special meeting is called. One notice mailed to joint owners shall be deemed sufficient notice to all joint owners. Notice to joint owners shall be mailed to the joint owner designated to apply for membership.
SECTION 3. The presence of twenty (20) members entitled to vote at a meeting shall constitute a quorum. Each member present in person shall have one (1) vote. Those who attend a meeting where a quorum cannot be obtained may adjourn from time to time until the meeting shall be regularly constituted.
ARTICLE IV. DIRECTORS
SECTION 1. A board of directors shall be elected annually, each member for a three (3) year term, by the members at the annual meeting. Directors shall be members of the corporation and are to manage the affairs of the corporation. The board shall consist of not less than three (3) or more than eleven (11), the exact number to be determined by the directors at any regular or special meeting.
SECTION 2. Vacancies on the board of directors shall be filled by the remaining directors, choosing from among the existing board members, a director to fill the unexpired term. Each board member must attend six (6) meetings per fiscal year to retain their membership on the board.
SECTION 3. A regular meeting of the board of directors shall be held in April of each year immediately following the annual membership meeting at the location designated by the board for the annual meeting in Pima County, Arizona, and at any other time and place as the board may determine. The president or any two (2) directors may call special meetings by giving two (2) day’s written notice to each director. A majority of the directors present shall constitute a quorum.
SECTION 4. The directors shall have the general management and control of the business and affairs of the corporation, and shall exercise all powers that may be exercised or performed by the corporation, under the statutes, the certificate of incorporation, and the by-laws.
SECTION 5. No salaries or other compensation shall be paid any directors.
SECTION 6. Directors’ actions by resolution: The board of directors shall, expect as otherwise provided by law, have the power to act in the following manner: A resolution in writing, signed by all members of the board to the effect therein expressed with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the secretary of the corporation to record such resolution in the minute book of the corporation under its proper date.
ARTICLE V. OFFICERS
SECTION 1. The officers of this corporation shall consist of a president, vice president, secretary, and a treasurer, and such other officers as shall from time to time be chosen and appointed. Such officers shall be elected from and by the board of directors at the regular board meeting in April or May of each year., Officers shall be elected by majority vote. One person may hold any two offices except president and vice president may not hold any two offices.
SECTION 2. The president shall preside at all meetings of the directors and shall have general charge of and control over the affairs of the corporation subject to the board of directors.
SECTION 3. The vice president shall perform such duties as may be assigned to him/her by the board of directors. In case of death, disability or absence of the president, he/she shall perform and be vested with all the duties and powers of the president.
SECTION 4. The secretary shall keep a record of the minutes of the proceedings of meetings of members and directors and shall give notice as required in these by-laws of all such meetings. He/she shall have custody of all books, records, and papers of the corporation, except such as shall be in charge of the treasurer, or of some other person authorized to have custody and possession thereof by resolution of the board of directors.
SECTION 5. The treasurer shall keep accounts of all monies of the corporation received or disbursed, and shall deposit all monies and valuables to the credit of the corporation as the board of directors shall authorize and direct.
SECTION 6. No officer shall be paid or awarded compensation for said services.
SECTION 7. Each officer, president, vice president, secretary and treasurer, shall serve for the term of one (1) year or until the next annual election held by the board of directors at the board meeting following the annual meeting or the next meeting.
ARTICLE VI. SEAL
SECTION 1. The corporate seal of this corporation shall be a circular seal with the name of the corporation around the border and the year of incorporation in the center.
ARTICLE VII. AMENDMENTS
SECTION 1. Any of these by-laws may be amended at any regular meeting of the membership, or at any special meeting called for the purpose by a majority vote of all directors present.
SECTION 2. The board of directors may consider additional by-laws in harmony herewith, or ask to repeal and modify these by-laws by the above procedure. Draft amendments to the above by-laws must be presented to the membership in writing by mail such as the monthly newsletter and voted upon for approval by two-thirds of the votes cast, or a majority of the voting power, whichever is less.