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BY-LAWS of the MT. OLYMPUS PROPERTY OWNERS' ASSOCIATION, INCORPORATED ARTICLE I Name and Objectives 1.01. The name of the Corporation shall be Mt. Olympus Property Owners' Association, Inc., whose principal office for the transaction of business of the Corporation shall be maintained in the City of Los Angeles, County of Los Angeles. 1.02. The objectives of this Corporation shall be to provide for the management, maintenance, and care of association property and common areas, maintain architectural control, enforce protective restrictions, and promote the general welfare of the District. 1.03. The District shall comprise the general area of the Mt. Olympus Project originally financed by Financial Federation Inc., and the bordering streets of Willow Glen Road, Laurelmont Drive, Laurelmont Place, Devista Drive, Devista Place, McKim Court, Zorada Drive and Zorada Court. 1.04. The Articles of Incorporation and these By-Laws are governed by the Laws of the State of California, including in particular the Mutual Benefit Corporation provisions (§§7110-8901) of the California Non-Profit Corporation Law. ARTICLE II Membership 2.01. Memberships in this Corporation shall consist of regular voting memberships and associate or non-voting memberships. 2. 01a V 0ting memberships shall be restricted to residents of the District or owners of building sites located in the District.2.01b. Non-voting memberships shall be restricted to residents of streets bordering the District as defined in Paragraph 1.03, who cannot avail themselves of voting memberships. 2.02. There shall be such annual dues for the privilege of holding membership in this Corporation as shall from time to time be established by the Board of Directors and approved at a subsequent general meeting of said Corporation. The Corporation's fiscal year shall end on June 30 of each calendar year. 2.03. Membership dues shall fall delinquent on October 1 of each fiscal year, and those members then delinquent will be dropped from the active role of members. Request for reinstatement to membership shall be accompanied by a reinstatement fee to be determined by the Board of Directors of the Corporation. ARTICLE III Meetings 3.01. There shall be an annual meeting of the members of the Corporation to be held in the City of Los Angeles, County of Los Angeles, State of California, on a date to be determined by the Board of Directors of the Corporation, in July, or August of each year. The date of the meeting shall be published to all members of the Corporation at least thirty-five (35) days prior to said meeting. 3.02. Each home owner or lessee thereof and each individual home site owner who is a voting member of the Corporation shall be entitled to one vote. 3.03. Other meetings of the members of the Corporation may be called by the Board of Directors or by the President upon request of five percent (5%) of the voting members of the Corporation. 3.04. Fifteen percent (15%) of the voting members of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Corporation. 3.05. Notice of any meeting called in accordance with Paragraph 3.03 of these By-Laws shall be given to each voting member at least five (5) days prior to said meeting by the President or by the Board of Directors of the Corporation. 3.06. All meetings of the membership of the Corporation shall be conducted so far as practical by Robert's Rules of Order insofar as such rules are not inconsistent with law, with the Corporation's Articles of Incorporation, and with these By-Laws or with Board resolutions. ARTICLE IV Board of Directors 4.01. The Board of Directors shall be the governing body of the Corporation. It shall have full power to transact all business for the Corporation that falls within its scope and purposes. 4.02. The Corporation shall have eleven (11) members of the Board of Directors. 4.03 Approximately one-half of the total number of directorships on the Board of Directors shall fall vacant each year and the vacancies shall be filled by vote of the membership at the annual meeting. 4.04. Meetings of the Board of Directors will be held on a regular basis, a schedule of which shall be established at the beginning of the new fiscal year, be made known to each member at least one (1) week prior to said meeting. Special meetings may be called by the President or any three (3) members of the Board. 4.05. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of association business. 4.06. At the first meeting of the newly elected Board of Directors, they shall elect from their number the following corporate officers: a President, a Vice-President, a Corresponding Secretary, a Recording Secretary and a Treasurer.4.07. The Board of Directors may fill vacancies in its own membership, occurring due to extenuating circumstances, between annual membership meetings of the Corporation. 4.08. Any member of the Board of Directors who fails to attend three or more consecutive meetings thereof shall, at the discretion of the Board of Directors, be removed and replaced. 4.09. Directors and Officers of the Corporation shall not receive any compensation for their services. Nothing herein contained shall be construed to preclude any director or officer from service to the Corporation in any other capacity and receiving compensation therefore. 4.10. Each elected member of the Board of Directors shall serve for a period of two (2) years unless he/she resigns or is replaced in accordance with Paragraph 4.08 of this Article. A replacement member shall serve the remainder of the term of the member being replaced. 4.11. The directors shall be nominated either by a nominating committee or from the floor at the time of the annual meeting. Election shall be in accordance with traditionally followed procedures unless otherwise provided for by a resolution of the Board of Directors and voted on by the membership. ARTICLE V Officers 5.01. The officers of the Corporation shall be elected from the elected members of the Board of Directors in accordance with provisions in ARTICLE IV, Section 4.06 of these By-Laws. 5.02. The President shall preside over all meetings of the Board of Directors and the general meetings of the Corporation. He/she shall also have such other powers and perform such other duties as may be assigned to him/her by the Board of Directors. 5.03. The Vice-President shall, in the absence of the President, perform all of the duties and have all of the powers of the President. 5.03. The Vice-President shall, in the absence of the President, perform all of the duties and have all of the powers of the President. 5.04. The Recording Secretary shall keep a record of the proceedings of the Board of Directors and of the general membership meetings. This record shall be maintained as a Book of Minutes. He/she shall keep the corporate seal and serve all notices required by law or by these By-Laws or by action of the Directors of the Corporation. 5.05. The Corresponding Secretary shall prepare correspondence for the Corporation, the officers or members of the Board of Directors as directed by the President or the Board of Directors. 5.06. The Treasurer shall keep a full set of books of account, showing receipts and disbursements, the amount of cash on hand, the amounts of money owed by the Corporation or owing to it, and such other information as may be, in the judgment of said Treasurer, pertinent, or such as may be required by the Board of Directors. If required, the Treasurer shall give the Corporation a bond in the amount designated by the Board of Directors of the Corporation.
ARTICLE VI Indemnification If a director, officer, or other agent of the Corporation is required to defend any civil or criminal proceeding, on account of actions entered into pursuant to the activities of this Corporation, he or she shall be indemnified by this Corporation against expenses actually and reasonably incurred in connection with the proceeding ARTICLE VII Amendment These By-Laws may be amended at any meeting of the voting members of the Corporation at which a quorum is present, by a two-thirds majority of the votes cast. Proposed changes must first be approved by the Board of Directors and submitted to the membership thirty (30) days prior to the meeting at which the proposed changes are voted upon. ARTICLE VIII Reports Written annual reports and financial statements shall be made available to the members of the Corporation at the annual meeting, with one copy available to each member, either voting or non-voting ADOPTION These By-Laws have been adopted by the Board of Directors pursuant to authorization by the general membership at the general membership. |
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