MARINWOOD ASSOCIATION, INC.
The principal office of the corporation in the State of California shall be located in the County of Marin in the are known as Marinwood.
Purposes and Objects
The purpose and objects are as set forth in the Article~s on Incorporation dated October 17, 1959.
Section I – Class of Members. the corporation shall have one class of members. The qualification and rights shall be as follows:
a) Every beneficial owner (as distinguished from a security owner) of a residential building site in the area known as Marinwood in the County of Marin, Sate of California (which area is more particularly described in the exhibit attached hereto marked “Exhibit A”, and incorporated herein by reference hereto) shall be a member.
b) Application for membership shall be made in writing on a form prescribed by the Board of Directors. The application shall include, in addition to such other matters as the Board of Directors may determine, an undertaking by the applicant to comply with and be bound by the Articles of Incorporation, these By-Laws and amendments thereto, and the policies, rules and regulations at any time adopted by the corporation in accordance with these By-Laws.
c) All applications shall be acted upon promptly the the Board of Directors.
d) Membership in this corporation shall terminate upon such member’s ceasing to be a beneficial owner of a building site in Marinwood.
Section 2 – Voting Rights. Each member in good standing shall be entitled to vote on each matter submitted to a vote of the members; provided, however, that each such member shall be the sole beneficial owner of a building site in Marinwood. A member shall have one vote for each building site, only one ( 1) vote for such building site owned shall be allowed, and such joint owners shall designate and register with the Secretary of the corporation the name of that owner entitled to cast such single vote.
a) At membership meetings all votes shall be cast in person or by mail.
b) The Board of Directors is hereby authorized to establish regulations providing for voting by mail.
Section 3 – Assignment of Voting Rights. A beneficial owner who is a member of the corporation may assign his membership rights to the tenant or occupant residing on the beneficial owner’s building site. Such assignment shall be effected by filing with the Secretary of the corporation a written notice signed by the beneficial member. Upon the tenant ceasing to be a resident on the beneficial owner’s building site, any such assignment shall terminate and the beneficial owner shall automatically be reinstated as a member.
Meeting of Members
Section I – Annual Meeting. An annual meeting of the members for the purpose of hearing reports from all officers and standing committees and for electing directors shall be held in the County of Marin in January of each year, beginning with the year of 1960. The time and place shall be fixed by the Directors.
Section 2 – Regular Meetings. In addition to the annual meetings, regular meetings of the member shall be had at such time and place as shall be determined by the Board of Directors provided, however, that there shall be no regular meeting during the months of July and August.
Section 3 – Special Meetings. A special meeting of the members may be called by the Board of Directors. A special meeting of the members must be called within fourteen (14) days by the President for the Board of Directors if requested.
Section 4 – Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail to each member at such meeting not less than seven (7) days~ before the date of such meeting by or at the direction of the Secretary.
Section 5 – Quorum. The members holding twenty-fine percent (25%) of the votes which may be cast a any meeting shall constitute a quorum at such meeting. If a quorum at such meeting is not present at any meeting of members, a majority of the members present may adjourn the meeting from time-to-time without further notice.
Section 6 – Voting by Mail. Where directors or officers are to be elected by members, or where there is any action requiring the vote of the members, such election or vote upon such proposed action may be conducted by mail in such manner as the Board of Directors shall determine.
Board of Directors
Section 1 – General Powers. Affairs of the corporation shall be managed by the Board of Directors subject to instructions of the members of the corporation at a regular meeting or subject to approval of the membership as expressed by vote of membership.
Section 2 – Number, Tenure and Qualifications. The number of directors shall be not less that five (5). Each director shall be a member of the corporation and shall hold office until two (2) annual meetings following his original qualification shall have been had, and until his successor shall have been elected and qualified.
An exception to this provision for two year tenure shall be in the case of the directors first taking office following the organization meeting of the corporation. Of the first five (5) directors, two (2) shall hold office until the second annual meeting, and three (3) shall hold office until the third annual meeting. The determination of the respective terms shall be by lot. Any increase in the number of directors shall be in units of two, and their initial terms shall be one for one year and the other for two years, with determination to be by lot.
Section 3 – Regular Meetings. The Board of Directors shall meet regularly at lease once a quarter at a time and place it shall select.
Section 4 – Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or any two (2) directors.
Section 5 – Notice. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail to each director. Any director may waive notice of any meeting.
Section 6 – Quorum. A majority of the Board of Directors shall constitute a quorum for the transition of the business of any meeting of the Board, but if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7 – Manner of Acting. The act of a majority of all the directors shall be required to pass on measures for the corporation.
Section 8 – Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by election by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section I – The Officers. The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer.
Section 2 – Qualification in Method of Election. The officers shall be members of the corporation, shall be elected by the Board of Directors, and shall serve for a term of one (1) year. The President and Vice President shall be members of the Board of Directors.
Section 3 – President. The President shall preside at all meetings of the corporation and the Board of Directors at which he is present, shall exercise general supervision of the affairs and activities of the corporation, and shall serve as member ex officio of all standing committees.
Section 4 – Vice President. The Vice President shall assume the duties of the President during his absence.
Section 5 – Secretary. The Secretary shall keep the Minutes of all meetings of the corporation and the Board of Directors, which shall be a accurate and official record of all business transacted. The Secretary shall be custodian of all corporation records.
Section 6 – Treasurer. The treasurer shall receive all association funds, keep them in a bank approved by the Board of Directors, and pay out funds only on a notice signed by two (2) directors. The treasurer shall be member ex officio of the finance committee.
Section 7 – Vacancies. A vacancy in any office because of death, resignation, removal~ disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section I – Standing Committees. The President shall appoint the following standing committees with the approval of the Board of Directors: Finance, membership, covenants and public improvements.
Section 2 – Special Committees. The President shall appoint such other committees as the Board of Directors deems advisable.
Section 3 – Finance. The finance committee shall assist the Treasurer in collection of membership fees shall make recommendations regarding the general financial structure of the corporation.
Section 4 – Membership. The membership committee shall contact and enroll all persons for membership, shall make recommendations regarding eligibility, and shall promote membership attendance at all meetings and activities.
Section 5 – Covenants. The covenants committee shall promote compliance with and administer such subdivision covenants and restrictions now for record, or as may be approved or amended by a vote of two-thirds (2/3rds) of all members of the corporation entitled to vote.
Section 6 – Public Improvements. The public improvements committee shall study, review and recommend measures to be taken for general welfare of the community.
Section 1 – Annual Fees. The annual fees, payable yearly, shall be determined by majority action of the Board of Directors of the Association, not to exceed, however, the sum of TEN DOLLARS ($10) per year. The amount of the maximum annual fees may be increased by vote of two-thirds (2/3rds) of the members of the Association.
Section 2 – Payment of Fees. Fees shall be payable on the first day of January in each year.
Section 3 – Default of Payment. Default of payment of dues results in Non-membership.
Section 4 – Assignment of Fees. In the event any member whose fees are paid shall during the year in which said dues are paid terminate his membership by sale of his building site in Marinwood he shall not be entitled to assign to the buyer, tenant or occupant of such building site.
The Fiscal year of the Corporation shall be the calendar year.
SECTION 1 – Any proposed amendment to these By-Laws may be submitted in writing at any meeting of the members of the corporation; such proposed amendments shall be discussed at the meeting of the members following the meeting at which the proposed amendment was submitted, and shall be voted upon by the members of the corporation at a date which shall be not earlier than the second meeting following the initial submission of the proposed amendment. Such proposed amendment must be signed by three Board members of the corporation, shall be read to the meeting by the Secretary, and shall be printed on ballots distributed to all members by mail.
SECTION 2 – A proposed amendment shall become effective when approved by two-thirds (2/3rds) majority of the members.