HomeMy WebLinkAboutPIP 93-03; Knorr's Beeswax; Planned Industrial Permit (PIP) (6)BYLAWS
Of
CARLSBAD AIRPORT CENTRE OWNERS ASSOCIATION
a California Nonprofit Mutual Benefit Corporation
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TABLE OF CONTENTS
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ARTICLE 3 . "BERSHIP AND VOTING RIGFiTS ........... 1
3.1 Membership ..................... 1
3.3 Membership Certificates .............. 1
3.4 Voting Requirenients ................ 2
3 . 5 Memberships in Two (2) or More Names ........ 2
3.2 Classes of Memberships ................ 1
4.1 Annual Meetings .................. 2
4 -2 Special Meetings .................. 2
4.3 Notice of Meetings ................. 2
4.4 QUO^....................... 2
4.5 Proxies ...................... 2
4.6 Adjournment ..................... 3
4.7 Action Without Meeting ............... 3
5.1 Number and Term of Directors ............ 3
5.2 Election of Board of Directors ........... 3
5.3 Cumulative voting ................. 4
5.4 Removal ...................... 4
5.5 Vacancies ..................... 4
ARTICLE 6 . MEETINGS OF DIRECTORS ............... 4
6.1 Regular Meetings .................. 4
6.2 Special' Meetings .................. 5
6.3 Action Without a Meeting .............. 5
6.4 Waiver of Notice .................. 5
6.5 Quorum ....................... 5
6.6 Adjournment: Executive Sessions .......... 5
ARTICLE 7 . POWERS AND DUTIES OF THE BOARD OF DIRECTORS ... 5
ARTICLE 8 . OFFICERS AND DUTIES ............... 6
8.1 Enumeration and Term ................ 6
8.2 Election of Officers ................ 6
. 8.3 Resignation and Removal .............. 6
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TABLE OF CONTENTS
8.4 Vacancies ..................... 6
8.5 Multiple Offices .................. 6
8.6 Duties ....................... 6
8.6.1 President ................. 6
8.6.2 Vice President 6
8.6.3 Secretary ................ 6
8.6.4 Chief Financial Officer ......... 7
8.6.5 Signing Authority ............. 7
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ARTICLE 9 . MAINTENANCE AND ASSESSMENTS ........... 7
ARTICLE 10 . DISCIPLINE OF MEMBERS; SUSPENSION OF RIGETS .... 7
11.1 Budgets and Financial Statements .......... 8
11.2 Fiscal Year .................... 8
11.3 Inspection of Corporation's Books and Records . . 9
ARTIcI;E12-AMENDHENT .................... 9
ARTICLE 13 . MISCEIZANEOUS PROVISIONS ............ 10
13.1 Regulations .................... 10
13.2 Compensation and Indemnity of Officers and Directors ............... 10
13.3 Committees 10
13.4 Notices 10 ..................... ......................
ADOPTIONOFBYLAWS ...................... 11
CERTIFICATION OF SECRETARY .................. 11
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BYLAWS
OF
CARLSBAD AIRPORT CENTRE OWNERS ASSOCIATION
AR!rIcL?3 1
NAME AND LOCATION
The name of this association is CARLSBAD 'AIRPORT CENTRE
OWNERS ASSOCIATION ("Corporation") , The principal office of the Corporation shall be located in the County of San Diego, State of California.
DEFINITIONS
The definitions contained in the Declaration are incorpo- rated in these Bylaws by reference.
ffDeclarationm .shall mean and refer to that certain Declara- tion of. Covenants, Conditions and Restrictions recorded in the
Office of the County Recorder for San Diego County, California, September 12, 1986, File No, 86-401456, and any amendments there- to, encumbering the Project as defined therein as Carlsbad Air- port Centre.
ARTICLE 3
MEMBERSRIP AND VOTING RIGHTS
.. 3 -1 Membership. The record holder or holders of title
of each Lot and Building thereon (excluding persons or entities having an interest merely as security for the performance of any obligation) shall automatically become a Member of the Corpora- tion upon taking of said title and shall remain a Member thereof until such time as his ownership ceases for any reason, at which
time his membership shall automatically cease.
3 -2 Classes of Memberships. The Corporation shall have two (2) classes of voting membership as established in the Declaration.
3.3 Membership Certificates. Membership Certificates
shall be adopted and issued according to a procedure to be estab-
lished and approved by the Board.
3 . 4 Voting Requirements. As long as there are two (2) classes o'f membership, any action by the Corporation requiring
membership approval, shall require the vote or written consent of
the prescribed percentage of each class of membership.
3 . 5 Memberships in Two (2) or More Names. Where a
membership consists of two (2) or more record holders, there shall be only one (1) designated Woting member" entitled to vote and shall bind all record holders of that membership.
ARTICLE 4
MEETINGS OF MEMBERS
4.1 Annual 'Meetings. Regular. annual meetings of
Members shall be held not less frequently than once each calendar year on the Project or such other suitable place convenient to the Members as may be designated by.%he Board, The first meeting of the Corporation shall be at such time and place as shall be determined by Declarant in Declarant's good faith discretion.
4.2 Special Meetings, A special meeting of the Members shall be promptly called by the Board upon the vote for such a meeting by a majority of a quorum of the Board, or upon receipt - of a written request therefor signed by Members .representing at least five percent (5%) of the total voting power of the Corpora- tion.
4 3 Notice of Meetings. Written notice of regular and special meetings shall be given by the Board -by first-class mail to each Member specifying the place, day and hour of the meeting and, in the case of a special meeting, the nature of the business to be undertaken. Notice shall be given not less than ten (10) and not more than ninety (90) days before the date of the meeting at which Members are required or permitted to take any action,
4.4 Quorum. The presence in person or by proxy of at least one-third (1/3) of the total voting power of the Corpora- tion shall constitute a quorum. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal
of enough Members to leave less than a quorum; provided that any
action taken shall be approved by at least a majority of the Members required to constitute a quorum. The vote of a majority
of the quorum actually present at any meeting shall constitute
the vote of the Members unless expressly provided to the contrary in these Bylaws or in any future amendment thereto.
4.5 Proxies. At all meetings of Members, each Member
may vote in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary of the Corporation before
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the appointed time of each meeting. Each proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot, or upon receipt of notice by the Secretary or the Board
of Directors of the death or judicially declared incompetence of a Member, or upon the expiration of eleven (11) months from the date of the proxy. Every form of proxy or written ballot which provides an opportunity to specify approval or disapproval with respect to any proposal shall axso contain a space marked "ab- stain".
4.6 Adjournment. In the absence of a quorum at a Members' meeting, a majority of those present in person or by proxy may adjourn the meeting to another time, but.may not trans- act any other business. An adjournment for lack of a quorum shall be to a date not more that forty-five (45) days from the original meeting date. If a time -.and place for the adjourned meeting is not announced 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 give to .. Members in the manner prescribed for regular meetings.
4.7 Action Without Meeting. Any action which may. be , taken by the vote of Members at a regular or special meeting, may '. be taken without a meeting if done in compliance with the provi- sions of Section 7513 of the Corporations Code.
ARTICLE 5
BOARD OF DIRECTORS; SELECTION;- TERM OF OFFICE
5.1 Number and Term of Directors. The Board shall consist of three (3) Directors, each being a record holder or an agent of Declarant. Except for the incorporating Directors, who
shall serve until the first meeting of. the Corporation, the Directors shall serve staggered terms on a two-one bases as follows: Each of the first two (2) Directors (containing the highest number of votes) elected at the first meeting shall serve a two-year term, and the next Director shall serve a one-year term. Thereafter, all Directors shall be elected to two-year terms. All elections and appointments of Directors under these Bylaws shall be for such terms as will preserve the staggering of
terms as provided by this Article 5.1.
5.2 Election of Board of Directors. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Notice to the Members shall include names of all those who are nominees at the time the notice is sent. Nominations may
also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more Members. The
Nominating Committee shall be appointed by the Board not less
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than thirty (30) days prior to each annual meting of the Members,
to serve until the close of such annual meeting. The Nominating
Committee shall nominate candidates for election as the Committee may in its discretion determine, but not less than the number of vacancies that are to be filled. All candidates shall have a reasonable opportunity to solicit votes. There shall be a rea- sonable opportunity for all Members to choose among the nominees,
5.3 Cumulative Votinq. Each Member entitled to vote at any election of the Board of Directors may cumulate such Member's vo%es and give one (1) candidate a number of votes equal to the number of Directors to be elected, multiplied by the number of votes which the Member is entitled, or distribute the Member s votes on the same principle among as many candidates as the Member thinks fit. No Member shall be entitled to cumulate votes for a candidate(s) unless such candidate(s)' name(s) have been placed in nomination prior. to voting and a Member has given notice at the meeting prior to the voting of the Member's inten- tion to cumulate .votes. If any-,.,qne (1) Member has given such
, notice, all Members may cumulaei,.their votes for candidates in nomination. In any election of Ijkectors, the candidates receiv- ing the highest number of votes are elected.
5.4 Removal. Unless the entire Board is removed from office by the vote of the Members, a Director shall not be re- moved prior the expiration of his term of office 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 number of Direc- tors authorized by these Bylaws at the time of the most recent election of the Director were then being elected.
5.5 Vacancies. Vacancies on the Board caused by a reason other than the removal of a Director (which removal vacan- cy shall be filled by the voting in of a replacement by the
Members) may be filled by the vote of the majority of the re- maining Directors. The Member may elect a. Director at any time
to fill any vacancy not filled within a reasonable time by the Directors.
ARTICLE 6
MEETINGS OF DIRECTORS
6.1 Regular Meetings. Regular meetings of the Board shall be conducted at least every three (3) months at a time and place as determined by a majority of the Directors. Notice of the
time and place of regular meetings shall be given to each Direc- tor, personally or by mail, telephone or telegraph, at least four
(4) days prior to the day named for the meeting.
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6: 2 Special Meetinqs. A special meeting Of the Board may be called by the President or by any two (2) Directors which may include the President. Notice shall be sent to all Directors
either by first-class mail four (4) days prior to the eheduled time of the meeting, personally or by telephone or telegraph not less than forty-eight (48) hours prior to the scheduled time of the meeting.
6.3 Action Without a Meeting. The Board may take action without a meeting if all of the Directors consent in writing to the action to be taken.
6.4 Waiver of Notice. Before or at any regular or special meeting of the Board, any written consent or waiver of notice to the holding of such meeting may be .signed by the Di- rectors, and such waiver-. or written consent shall be deemed equivalent to the giving of such notice to a Director. Atten- dance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place of the meeting.
6.5 Quorum. The presence in person or by proxy of a majority of the Board at any meeting of the Directors shall constitute a quorum. The vote of a majority. of the quorum actual- ly present at any meeting shall constitute the vote of the Board unless expressly provided to the contrary in these 'Bylaws or in any future amendment thereto.
6.6 Adjournment: Executive Sessions.'. The Board may, with the approval of a majority of a quorum of the Board, adj ourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Corporation is or may become involved and order of business of.similar nature. The
nature of any and all business to be considered in executive sessions shall first be announced in open session. If the meeting is adjourned for more than twenty-four (24) hours, notice shall
be given to all Directors who were not present at the time of adjournment in the manner prescribed for notice of regular meet- ings.
ARTICLE 7
The Board shall have the powers and duties necessary for the administration of the affairs of the corporation, including, without limitation on the generality of the foregoing powers, the duties specifically enumerated in these Bylaws.
ARTICLE 8
OFFICERS AND DUTIES
8.1 Enumeration and Term. The officers of this Cor- poration shall be a president and vice president, who shall at
all times be members of the Board,' a secretary, and a chief financial officer, and such other officers as the Board may .from time to time by resolution create. The officers shall be elected annually by the Board and each-shall hold office for one (1) year unless disqualified to serve.
8.2 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.
8 . 3 Resignation and Removal. Any officer may be re- moved from office.by a majority of the Board at any time with or without cause. Any officer or Director may resign effective upon giving written notice. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
8.4 Vacancies. A vacancy in any office may be filled by appointment by the. Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces .
8 . 5 Multiple Offices. The same person may hold more than one (1) of any of the ogfices.
8. 6. Duties . The duties of the officers are as ' fol- lows :
8.6.1 President. The president .shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out.: shall sign all
leases, mortgages, deeds and other written instruments and shall co-sign all checks (unless the authority to sign checks in the
ordinary course of Corporation business has been delegated to a management company as provided in these Bylaws) and promissory notes.
8.6.2 Vice President. The Vice President shall act in the place and stead of the President in the event of.
his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
8.6.3 Secretary. The Secretary shall record
the votes and keep the minutes of all meetings and proceedings of
the Board and of the Members; serve notice of meetings of the
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Board and of the Members; keep appropriate current records show- ing the Members of the Corporation together with their addresses, and shall perform such other duties as required by the Board.
Some of the duties of the Secretary may be delegated to a manage- ment company as provided in these Bylaws.
8.6.4 Chief Financial Officer. The Chief Financial Officer shall receive and deposit in appropriate bank accounts all monies of the corporation and shall-disburse such funds as directed by resolution of the Board of Directors; and shall keep proper books of account and prepare or have prepared financial statements as required in these Bylaws. The duty of
the Chief financial Officer to receive and deposit funds may be delegated to a management company as provided in these Bylaws.
8.6.5 Signing Authority. Notwithstanding anything to the contrary set forth herein, only the President and the Secretary together shall be permitted to sign checks, con- tracts, and other documents for an on behalf. of the Corporation;
provided, however, the Corporation may delegate such signing authority to a management company as provided in these Bylaws.
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MAINTENANCE AND AssEssHEN!rs
Pursuant to the procedures and guidelines set forth in the
Declaration, the Board shall levy, collect and enforce assess- ments for the management, maintenance and operation of the Common Area. The assessments shall be used exclusively to promote the recreation, health, safety and welfare of all occupants in the Project and for the improvement and maintenance .of the Common Area for the common good of the Project. Regular assessments shall include an adequate reserve fund for maintenance, repairs
and replacement of the Common Area.
ARTICLE 10 .
DISCIPLINE OF MEMBERS; SUSPENSION OF RIGHTS
The Corporation shall have no power to cause a forfeiture or abridgement of an Member's right to the full use and enjoyment of his Lot on account of a failure by the Member to comply with the provisions of the Declaration, Articles, these Bylaws, or of duly enacted rules of operation for the Common Area and facilities,
except where the loss or forfeiture is the restllt of the judge- ment of a court or a decision arising out of arbitration or on account of a foreclosure or sale under a power of sale for fail- ure of the Owner to pay assessments levied by the Corporation. Notwithstanding the foregoing, the Board shall have the power to
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impose monetary penalties, temporary.
rights as a Member of the corporation
suspensions of an Owner's or other appropriate dis-
cipline for failure to comply with the Declaration, Articles, these Bylaws and duly enacted rules; provided that the accused shall be given notice and the opportunity to be heard by the
Board, in accordance with the minimum requirements of Section
7341 of the.Corporations Code, with respect to the alleged viola- tions before a decision to impose discipline is reached. In the case in which monetary penalties are to be imposed, such penal- ties shall include actual attorney's fees and all costs in con- nection with the collection of such penalties.
ARTICLE 11
BUDGETS, FINANCIAL STATEMENTS, BOOKS AND RECORDS
11.1 Budgets and Financial Statements. An annual report for the Corporation shall be prepared not later than one hundred twenty (120) days after the close of the fiscal year. Each Member shall be notified annually of the Member's right to receive upon written request a copy of the report. Such report shall contain the following:
(a) A balance sheet as of the last day of the Corporation's fiscal year:
(b) An operating (income) statement
(c) 'A statement of changes in financial
fiscal year:
for said fiscal year: and
for said
positfon
(d) Any information required to be reported under Section 8322 of the Corporations Code: provided; however, that any such information be delivered to each Member within one hundred twenty (120) days after the close of the fiscal year regardless of whether a written request is made. The annual report referred to above shall be prepared by an independent accountant; if the annual report is not prepared by an indepen- dent accountant,. it shall be accompanied by a certificate of an authorized officer of the Corporation that these statements were prepared without an audit from the books and records of the Cor- poration.
11.2 Fiscal Year. The fiscal year of the Corporation
shall be as designated by resolution of the Board. In the ab- sence of such resolution,- the fiscal year shall be the calendar year.
11.3 Inspection of Corporation Is Books and Records.
-he membership register (including names, address and voting
rights), books of account and minutes of meetings of the Members, Board and committees shall be made available for inspection and copying by any Member or his duly appointed representative, at any reasonable time and for a purpose reasonably related to his interest as a Member, at the office of the Corporation or at such other place within the Project as the Board of Directors shall prescribe. The Board shall establish reasonable rules with respect to:
(a) Notice to be given to the custodian 'of the records by the Member desiring to make the inspection;
(b) Hours and days of the week when such an inspection may be made;
(c) Payment of the cost of reproducing copies of documents requested by a Member.
Every Director shall have the absolute right at any reasonable time to inspect all books, records . and documents of- the Corporation and the physical properties owned or. con- trolled by the Corporation. The right of inspection by a Direc- tor includes the right to make extracts and copies of documents.
Following the conversion of Class B membership to CLass A membership (as such Classes of membership are defined in the Declaration), these Bylaws shall be amended only by the vote or written consent of Members representing both:.(a) at least a bare majority of a quorum of the voting power of the votes of the Corporation; and (b) at last a bare majority of the votes of Members other than the Declarant under the Declaration. Provid-
ed, however, the percentage of a quorum necessary to amend a specific clause or provision herein shall not be less than the percentage or affirmative votes prescribed for action to be taken under said clause or provision. So long as Class A membership
and Class B membership are still in affect, these Bylaws shall be amended only by the written consent of at least a bare majority
of a quorum of each class of membership.
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.1 Regulations. All Owners, tenants or their employ- ees, or any other person that might use the facilities of the
Project in any manner, are subject to the regulations set forth
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in these Bylaws and in the Project . Documents and to all reason- able rules enacted pursuant to the Declaration. Acquisition, rental, or occupancy of any Unit shall constitute acceptance and ratification of the provisions of all such rules and regulations.
13.2 Compensation and Indemnity of Officers and Direc- tors. No Director or officer shall receive any compensation for
services rendered for or on behalf of the Corporation, except reimbursement. To the maximum extent permitted by the California Corporations Code, each Director and officer shall be indemnified by the Corporation against all expenses and liabilities, includ-
ing attorney's fees, reasonably incurred by or imposed upon him
by judgment or settlement in connection with any -proceeding to
which he may be a party, or in which he may become involved, by
reason of his being or .having been a Director or officer of the
Corporation, except in case of fraud, gross negligence or bad faith of the Director or officer in the performance of his du- ties g e.
13.2 Committees. The Board may appoint a Nominating
Committee as provided in these Bylaws. Unless and until the
Declarant has appointed an Architectural Control Committee in
accordance with the Declaration, the Board shall either per€orm
the functions of Che Architectural Control Committee or shall
appoint a separate Architectural Control Committee consisting of
three (3) Members who shall serve concurrent one (1) year terms . In addition, the Board shall appoint other committees as deemed
appropriate in carrying out its purpose.
13.4 Notices, Except as otherwise provided in these
Bylaws, any notice permitted or required to be given may be
delivered either personally or by mail. If delivery is by mail, it shall be deemed to have been given seventy-two (72) hours
after a copy of the same as been deposited in the United States
mail, postage prepaid, return receipt requested -addressed to each
person at the current address given by such person to the Secre-
tary or addresses to the Unit of such person if no address has
been given to the Secretary; provided, however, that notice of
regular or special meetings of Members may be mailed without
request for a return receipt..
ADOPTION OF BYLAWS
We, the undersigned, being all of the Directors of CARLSBAD
AIRPORT CENTRE OWNERS ASSOCIATION, do hereby certify:
That we are entitled to exercise all of the voting power of said CARLSBAD AIRPORT CENTRE OWNERS ASSOCIATION;
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That we hereby consent to the foregoing Bylaws and hereby adopt the same as the Bylaws of said CARLSBAD AIRPORT CENTRE
OWNERS ASSOCIATION.
Executed this a day of (3c / fGJGE(t 19% f -f at
Pte2-3 , California.
DEAN GREENBERG U
CERTIFICATION OF SECRETARY
1, the undersigned, being the duly elected and acting Secre-
tary Of CARLSBAD AIRPORT CENTRE OWNERS ILSSOCIATION, do hereby certify:
That the foregoing Bylaws of said Corporation were adopted on O*-be 2- , I 48L and that the same do now constitute .
the Bylaws of said Corporation,
Executed this 20 day of 0 c+,b,., 19P' , <-
S. FRANK GRISWOLD Secretary
[S E A L]
CACBYLAW-COR
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