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By-Laws of the Villa Marina CouncilVILLA
MARINA COUNCIL, INC. BY-LAWS As
adopted and amended, February 25, 2003. ARTICLE I OFFICES '1. PRINCIPAL OFFICE
The principal office for the transaction
of the business of the Corporation is hereby fixed and located in the ARTICLE II MEMBERSHIP AND REPRESENTATION '1. NAME
AND NUMBER OF MEMBERS There shall be only one class of members
in the Corporation and the total authorized membership shall be eighteen
(18). The members are the condominiums
referred to in ARTICLE SECOND, Paragraph 1, of the Articles of Incorporation,
as follows: Villa Antibes, Villa Beaulieu, Villa Cavalaire, Villa Imperia,
Villa Le Trayas, Villa Milano, Villa Napoli, Villa Portofino, Villa Rapallo,
Villa Romano, Villa San Cipriano, Villa San Michele, Villa San Remo, Villa
Sicilia, Villa Sestri, Villa Spezia, Villa St. Tropez and Villa Toulon. These members will be collectively referred
to, below, as Villas. '1.1. The above list of
Villas is reduced by the removal of Villa Portofino, resigned in 2002. '2. VILLAS’
REPRESENTATIVES '2.1. Each Villa shall
be represented by one of its residents, selected by its Board, as their
Designated Representative. Each Villa
shall also select two alternate representatives from among its residents, so
that if its Designated Representative cannot attend a meeting, for whatever
reason, that a Villa will nevertheless be represented by a representative. '2.1.1 As used in this
document, “resident” shall refer to anyone who owns a unit in any Villa
(whether or not they reside in that unit) or anyone who is named on a current
lease for such a unit. '2.2. Each Villa shall
report the name of its Designated Representative and the alternate
representatives to the Board of Directors of the Villa Marina Council, Inc.,
and shall further report to said Board any changes in its Designated
Representative or alternate representatives. '3. DUES Each Villa shall pay dues of $3.00 for
each unit in said Villa, payable annually at the time of the Villa Marina
Council Annual Meeting, each year. '3.1. The amount of
dues may be changed only by a majority of the Representatives at a meeting duly
called for the purpose, among others, of considering a change in the amount of
these dues. '4. ASSIGNMENT AND
TERMINATION OF MEMBERSHIP '4.1. Memberships are
not assignable. '4.2. A Villa may
resign and terminate its membership at any time. '4.3. Any Villa
declaring the state of their membership to be other than active, will be deemed
to have resigned. '4.4. A resigned Villa
may petition to rejoin. Such restoration
of membership must be approved by a majority of the Representatives at a
meeting called for that purpose, among others.
If so approved, the subject Villa will be restored to full membership on
the receipt of dues for the current fiscal year. ARTICLE III MEETINGS '1. PLACE OF MEETING
All meetings shall be held at such place
and time as may be determined by the Board of Directors. '2. ANNUAL MEETING
The Annual Meeting shall be held on the
fourth Tuesday of March, of each year at 7:30 p.m., provided, however, that
should said day fall upon a legal holiday, then that Annual Meeting shall be
held at the same time and place on the next day thereafter ensuing which is not
a legal holiday. '2.1. Written notice of
each Annual Meeting shall be given to each Representative entitled to vote,
either personally to said Representative, or by sending a copy of the notice
through the mail or by e-mail, to said Representative’s address appearing on
the books of the Corporation, or supplied by said Representative, to the
Corporation, for the purpose of notice.
If a Representative supplies no address, notice shall be deemed to have
been given if mailed to the principal office of their Villa. All such notices shall be sent to each
Representative not less than five (5) nor more than twenty (20) days before
each Annual Meeting and shall specify the place, day and hour of such meeting. '2.2. Notice of Annual
Meeting (or any other meeting) will be deemed satisfied by the publication of
such notice in the immediately preceding Villa Views, the monthly newsletter
of the Villa Marina Council, Inc. '3. REGULAR MEETINGS
The regular meetings shall be held on the
fourth Tuesday of each month, except March and December, at 7:30 P.M.,
provided, however, that should said day fall upon a legal holiday, then that
regular meeting shall be held at the same time and place on the next day
thereafter ensuing, which is not a legal holiday. '3.1. The Annual
Meeting and all regular meetings will be open to all residents of the Villas. '4. SPECIAL MEETINGS
Special meetings for any purpose or purposes
whatsoever may be called at any time by the President, the Board of Directors,
or any two Representatives, and held on five (5) days’ written notice given by
the Secretary to each Villa, which notice shall state the time and place of the
meeting and contain a general statement of the business proposed to be
transacted at that meeting. '5. ADJOURNED
MEETINGS AND NOTICE THEREOF Any meeting, annual, regular or special,
whether or not a quorum is present, may be adjourned at any time by the vote of
a majority of the Representatives who are present in person, but in the absence
of a quorum no other business may be transacted at any such meeting. '5.1. It shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting
at which said adjournment is taken. '6. VOTING All Villas shall have equal voting rights,
exercised by their ranking Representative, at any meeting. Each Representative shall be entitled to
cast one (l) vote except in the election of Directors of the Corporation. In the election of Directors of the
Corporation, each Representative shall have one (1) vote for each vacancy to be
filled on the Board of Directors. At any
election of Directors, each Representative may cumulate his/her votes and give
one (1) candidate a number of votes equal to the number of Directors to be
elected, or may distribute his/her votes among as many candidates as he/she
thinks fit. The candidates receiving the
highest number of votes, in descending order of votes, are elected to fill the
vacant Directors’ positions. '7. ENTRY OF NOTICE
Whenever any Villa is not represented at
any meeting, whether Annual, regular or special, an entry in the minutes to the
effect that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such meeting was given to such Villa, as required
by law and the By-Laws of the Corporation.
'8. QUORUM The presence, in person, of the Representatives
of a majority of the Villas, at any meeting, shall constitute a quorum for the
transaction of business. The
Representatives present at a duly called or held meeting at which a quorum is
initially present, may continue to do business until adjournment, even if
enough Representatives withdraw, to leave less than a quorum. '9. WAIVER OF NOTICE The transactions at any meeting, either
Annual, regular or special, however called and noticed, shall be as valid as
though they had occurred at a meeting duly held after regular call and notice,
if a quorum be present in person, and if, either before or after the meeting,
each of the Representatives entitled to vote but not present in person, signs a
written waiver of notice, or a consent to the holding of such meeting, or an
approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the Corporate records
or made a part of the minutes of the meeting. '10. ACTION WITHOUT
MEETING Any action, which under the provisions of
the California Corporations Code may be taken at a meeting, may be taken
without a meeting if authorized by a writing signed by a majority of the
Representatives who would be entitled to vote, at a meeting for such purpose,
and filed with the Secretary of the Corporation. ARTICLE IV DIRECTORS '1. NUMBER The number of the Directors of the
corporation shall be five (5). The
Directors shall be elected at the Annual Meeting and at the time of election
each must be the Designated Representative of their Villa (except as provided
below). Directors shall hold office
until the next succeeding Annual Election, unless they cease to be the
Designated Representatives of their Villa or are otherwise disqualified. The Directors shall have the usual and
ordinary powers permitted by law to be exercised by the Directors of a
non-profit corporation. '1.1. If nominations,
from among the Designated Representatives, fail to provide enough candidates
willing to serve as Directors, the field of nominations shall be enlarged to
include all Alternate Representatives.
Any Alternative Representative who is elected as Director will serve
with same privileges and responsibilities as the other Directors. '1.2. Should an
Alternate Representative be elected as Director, he/she will be deemed the
Designated Representative for their Villa, for the duration of his/her tenure
as Director. '2. ELIGIBILITY Only Designated Representatives, as
defined in Article II, '2, (or Alternative Representatives, under
circumstances described in Article IV, '1.1) are eligible to be officers or
Directors of the Corporation. '3. VACANCIES Vacancies occurring in the Board during
the term may be filled by a majority vote of the remaining Directors. '4 BOARD MEETINGS The Board of Directors shall meet at a
place and time fixed by said Directors, at their discretion. These meetings may be called, for any
purpose or purposes at any time, by the President or if he/she is absent or
unable or refuses to act, by any Vice President or by any two Directors. '4.1. Written notice of
the time and place of Board meetings shall be delivered personally to each
Director by mail, e-mail or other form of written communication, addressed to
him or her, at said Director’s address as it is shown upon the records of the
Corporation. In case such notice is
mailed, it shall be deposited in the '4.2. The presence of a
majority of the Board, at any meeting, shall constitute a quorum for the
transaction of business. '5. ORGANIZATIONAI. MEETING Immediately following each Annual Meeting,
The Board of Directors shall hold a Board Meeting for the purpose of
organization, election of officers and transaction of other business. Notice of such meeting is hereby dispensed
with. '6. ADJOURNMENTS A quorum of the Directors may adjourn any
Board meeting to meet again at a stated day and hour; provided, however, that
in the absence of a quorum, a majority of the Directors present at any Board
meeting may adjourn at any time until the time fixed for the next regular
meeting of the Board. '7. COMPENSATION OF
DIRECTORS Directors shall not receive any stated
salary for their services as Directors. '8. REIMBURSEMENT OF
DIRECTORS Each Director or officer, whether or not
then in office, shall be indemnified by the Corporation against all
liabilities, costs and expenses reasonably incurred by or imposed upon him/her
in connection with or arising out of any action, suit, or proceeding in which
he/she may be involved or to which he/she may be made a party by reason of
his/her being or having been a Director or officer of the Corporation, such
expenses to include the cost of reasonable settlements (other than amounts paid
to the Corporation itself) made with a view to curtailment of costs of
litigation. The Corporation shall not, however,
indemnify such Director or officer with respect to matters as to which he/she
shall be finally adjudged in any such action, suit, or proceeding to have been
derelict in the performance of his/her duty as such Director or officer, nor in
respect of any matter on which any settlement or compromise is effected, if the
total expense, including the cost of such settlement, shall substantially
exceed the expense which might reasonably be incurred by such Director or
officer in conducting such litigation to a final conclusion; and in no event
shall anything herein contained be so construed as to authorize any liability
or expense by reason of any act known by such Director or officer at the time
of doing it to be unlawful, nor against any liability, or expense by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his/her office. The foregoing right of indemnification shall
be exclusive of other rights to which any Director of officer may be entitled
as a matter of law. '9. POWERS Subject to limitations of the Articles of
Incorporation, of the By-Laws and of Corporations Code of the State of
California as to action to be authorized or approved by the Villas and subject
to the duties of Directors as prescribed by the By-laws, all corporate powers
shall be exercised by or under the authority of, and the business and affairs
of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared that the
Directors shall have the following powers, to wit: '9.1. To select and
remove all the other officers, agents and employees of the Corporation,
prescribe such powers and duties for them as may not be inconsistent with law,
with the Articles of Incorporation or the By-Laws, fix their compensation, and
require from them, security for faithful service. '9.2. To conduct,
manage and control the affairs and business of the Corporation, and to make
such rules and regulations therefore not inconsistent with law, with the
Articles of Incorporation or the By-laws, as they may deem best. '9.3. To change the
principal office for the transaction of the business of the Corporation from
one location to another within the same county as provided in ARTICLE I, '1, hereof; and to adopt, make and use a corporate seal, and
to prescribe the forms of certificates of membership, and to alter the form of
such seal and of such certificates from time to time as in their judgment they
may deem best, provided such seals and such certificates shall at all times
comply with the provisions of law. ARTICLE V OFFICERS '1. OFFICERS The officers of the Corporation shall be a
President, two Vice Presidents, a Secretary and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, one or more additional Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions of '3 of this ARTICLE. One
person may hold two or more offices, except those of President and
Secretary. '2. APPOINTMENT The officers of the Corporation shall be
chosen annually by the Board of Directors from among the Board of Directors,
and each shall hold his/her office until he/she shall resign or shall be
removed or otherwise disqualified to serve, or his/her successor shall be
elected and qualified. '3. OTHER OFFICERS The Board of Directors may appoint up to
two (2) other officers as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority, and perform such
duties as are provided in the By-laws or as the Board of Directors may from
time to time determine. The Board may designate these officers, if
any, as voting, for matters before the Board.
Appointed officers hold their position until removed by a majority of
the elected Board members, or until the next Annual Meeting, whichever occurs
first. Each appointed officer shall be a resident
in one of the eighteen, original Villas (named in II, '1) but need not be a Director, nor a Designated
Representative, nor an Alternate Representative of their Villa. '4. REMOVAL Any officer may be removed, either with or
without cause, by a majority of the Directors at any regular or special meeting
of the Board. '4.1. Any officer may
resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Corporation. Any such resignation shall take effect at the
date of the 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 effective. '5. VACANCIES A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the By-Laws for regular appointments to such
office. '6. PRESIDENT The President shall be the chief executive
officer of the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the business and
officers of the Corporation. He/She
shall preside at all meetings of the Representatives and at all meetings of the
Board of Directors. He/She shall be
ex-officio a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
and shall have such other powers and duties as may be prescribed by the Board
of Directors or the By-Laws. '7. VICE PRESIDENTS
In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the President designated by the Board of Directors, shall
have all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions of the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors and By-Laws. '8. SECRETARY The Secretary shall, at all times keep the
membership book containing the names and addresses of each Representative,
Alternate Representative and Villa.
Termination of any Villa’s membership shall be recorded therein with the
date of such termination and the reason therefore. The Secretary shall give, or cause to be
given, notice of all the meetings of the Representatives and of the Board of
Directors required by the By-Laws or by law to be given, and he/she shall keep
the seal of the Corporation in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
the By-laws. '9. TREASURER The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all reasonable times,
be open to inspection of any Director. '9.1 The Treasurer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. He/She shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his/her
transactions as Treasurer and of the financial condition of the Corporation,
and shall have such powers and perform such other duties as may be prescribed
by the Board of Directors or the By-laws.
'10. Whenever a new
Officer takes office, the retiring officer will give to his/her successor, all
records of the Corporation in his/her possession. (The retiring officer may retain copies for
his/her own records.) ARTICLE VI COMMITTEES '1. APPOINTMENT The Board of Directors may appoint such
committees as may be necessary and desirable from time to time, either standing
committees or ad hoc committees, consisting of such number of residents of its
Villas and with such powers as it may designate consistent with the Articles of
Incorporation, the By-Laws, the non-profit corporation laws of the State of
California and the general corporation laws of the State of California, and
such committees shall hold office at the pleasure of the Board. ARTICLE VII MEMBERSHIP CERTIFICATE '1. FORM AND
REQUIREMENTS The Board of Directors shall have
authority to provide Certificates of Membership or insignia, representing
membership in the Corporation.
Certificates of Membership shall be non-transferable and shall on their
face state the name of the Villa and shall be signed by the President and the
Secretary. Membership Certificates shall
at all times remain the property of the Corporation and shall be returned by
the Villa to whom it was issued upon the resignation, cancellation or
termination of that Villa’s membership. ARTICLE VIII SEAL '1. FORM FOR SEAL The Board of Directors shall provide a
suitable seal containing the name of the Corporation and the words
“INCORPORATED 1972, CALIFORNIA” or other appropriate words, which seal shall
held by the Secretary to be used as directed by the Board. ARTICLE IX MISCELLANEOUS '1. SIGNATURES These By-Laws shall be signed by each
Representative, once at their inception and again when amended. '2. CHECKS AND
DRAFTS All checks, drafts or other orders for
payment of money, notes, or other evidences of indebtedness issued in the name
of, or payable to the Corporation shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors. '3. ANNUAL REPORT
An annual report and financial statement
based on the fiscal year shall be sent to each Villa within seventy-five (75)
days of the close of that fiscal year. '4. CUSTODY OF
BY-LAWS The Corporation shall keep in its
principal office for the transaction of business, the original or a copy of the
By-laws as amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by Villa residents at all reasonable times
during office hours. ARTICLE X AMENDMENTS '1. POWER OF
REPRESENTATIVES New By-laws may be adopted or these By-Laws
may be amended or repealed by the vote of Representatives entitled to exercise
a majority of the voting power of the Corporation or by the written assent of
such Representatives or by the vote of a majority of a quorum at a meeting of
Representatives duly called for that purpose, pursuant to the Articles or
By-Laws ARTICLE XI LIMITATION OF POWERS '1. LIMITATION RE:
COVENANTS, CONDITIONS AND RESTRICTIONS No
one acting, or purporting to act in the name of the Villa Marina Council,
Inc. shall have any power to take any
action contrary to the individual Villas’ Declaration of Establishment of
Covenants, Conditions and Restrictions (CC&R’s). The foregoing By-I.aws are hereby adopted
as the By-Laws of the Villa Marina Council, Inc. CERTIFICATE OF SECRETARY I,
the undersigned, do hereby certify that:
IN WITNESS
THEREOF, I have hereunto subscribed my name this 25th day of
February, 2003. o/s/b Cheryl Herrara, Secretary CERTIFICATE OF MEMBERS We, the
undersigned Representatives, each do hereby certify that:
VILLA ANTIBES By: ______________________(signed) _____________________(printed) _______________________ (date) VILLA BEAULIEU By: ______________________(signed) _____________________(printed) _______________________ (date) VILLA CAVALAIRE By: ______________________(signed) _____________________(printed) _______________________ (date) |
