(Click here to download the EAST RANCH BYLAWS)
BYLAWS
OF
EAST RANCH ASSOCIATION
Duplicate Copy (7/26/17)
TABLE OF CONTENTS
Article 1 – Name 1
Article 2 – Definitions
Section 2.1. Association
Section 2.2. Common Area
Section 2.3. Declarant
Section 2.4. Declaration
Section 2.5. Lot
Section 2.6. Member
Section 2.7. Owner
Section 2.7. Property
Article 3 – Meeting Of Members
Article 4 – Board Of Directors: Selection; Term Of Office
Article 5 – Nomination And Election Of Directors
Article 6 – Meeting Of The Directors
Article 7 – Powers And Duties Of The Board Of Directors
Article 8 – Officers And Their Duties
Article 9 – Committees
Article 10 – Books And Records
Article 11 – Assessments
Article 12 – Corporate Seal
Article 13 – Amendments
Article 14 – Miscellaneous
BYLAWS OF
EAST RANCH ASSOCIATION
ARTICLE 1 – Name
The name of the corporation is East Ranch Association, hereinafter referred to as the Association. The principal office of the corporation shall be located at 1411 Paseo de Peralta, Santa Fe, NM 87501, but meetings of members and directors may be held at such places within the State of New Mexico, County of Santa Fe, as may be designated by the Board of Directors.
ARTICLE 2 – Definitions
Section 2.1. Association: East Ranch Association, a New Mexico Nonprofit corporation, its successors and assigns.
Section 2.2. Common Area: shall mean all real property owned by the Association for the common use and enjoyment of the Owners, as shown on the subdivision plat recorded at Plat Book 259, pages 30-31, Records of Santa Fe County, New Mexico.
Section 2.3. Declarant: East Ranch Partners, a New Mexico general partnership, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
Section 2.4. Declaration: the Declaration of the Covenants applicable to East Ranch Subdivision, recorded in the Office of the Clerk of Santa Fe County, New Mexico, at Book 990, pages 243-274, of the Records of Santa Fe County, New Mexico.
Section 2.5. Lot: any plot of land shown upon any recorded subdivision plat of the Property with the exception of the Common Area.
Section 2.6. Member: those persons entitled to the membership as provided in the Declaration.
Section 2.7. Owner: the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 2.7. Property: that certain real property described in the Declaration of Covenants, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
ARTICLE 3 – Meeting Of Members
Section 3.1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 10:00 o’clock, a.m. If the day of the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 3.2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all the votes of the Class A membership.
Section 3.3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 3.4. Quorum. The presence at the meeting of the members entitled to cast, or of proxies entitled to cast, ten percent (10%) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 3.5. Proxies. At all meetings of the members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE 4 – Board Of Directors: Selection; Term Of Office
Section 4.1. Number. The affairs of this Association shall be managed by a Board of five (5) directors, who need not be members of the Association.
Section 4.2. Term of Office. At the first annual meeting the members shall elect two directors for a term of one year, two directors for a term of two years, and one director for a term of three years, and at each annual meeting thereafter the members shall elect directors for a term of three years.
Section 4.3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of the director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4.4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 4.5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at the meeting of the directors.
ARTICLE 5 – Nomination And Election Of Directors
Section 5.1. Nomination. Nomination for election to the board of directors shall be made by a Nominating Committee. 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 or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
Section 5.2. Election. Election to the Board of Directors shall be by secret written ballot. At such election, the members of their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE 6 – Meeting Of The Directors
Section 6.1. Regular Meetings. Regular meetings of the Board of Directors shall be held semi-annually without notice, at such place and hour as may be fixed from time to time by resolution of the board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 6.2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after no less than three (3) days’ notice to each director.
Section 6.3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at the duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE 7 – Powers And Duties Of The Board Of Directors
Section 7.1. Powers. The Board of Directors shall have power to:
• adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the violation thereof;
• suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;
• exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
• declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
• employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 7.2. Duties. It shall be the duty of the Board of Directors to:
• cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote;
• supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
• a more fully provided in the Declaration, to;
• fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
• send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
• foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same;
• issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
• procure and maintain adequate liability and hazard insurance on property owned by the Association;
• cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
• cause the Common Area to be maintained. In this regard, the Board shall, no less frequently than annually, establish a Road Maintenance Plan. Each annual plan shall provide for the removal of vegetation and other obstructions from the ditches and other drainage structures adjacent to the roads and other drainage ways, and the clearing of culverts so that the flow of water through the culverts is not impeded. As Lots are improved with residences, the plan shall also provide for the removal of snow from the roads, and for the resurfacing, grading and compacting of the road surfaces, taking into account erosion and wear and tear to the roads since the last inspection. An example of a road maintenance plan is attached hereto as Exhibit A, for the guidance of the Board.
ARTICLE 8 – Officers And Their Duties
Section 8.1. Enumeration of Officers. The officers of this Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 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.
Section 8.3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 8.4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 8.5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of 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.
Section 8.6. 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.
Section 8.7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8.8. Duties. [See Page 2, Resolution of Board of Directors, August 6, 2004]
The duties of the officers are as follows:
• 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 consign all checks and promissory notes.
• 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.
• Secretary – The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
• Treasurer – The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE 9 – Committees
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, composed of three members. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE 10 – Books And Records
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE 11 – Assessments
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eighteen percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys’ fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE 12 – Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: East Ranch Association – New Mexico
ARTICLE 13 – Amendments
Section 13.1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 13.2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Section 13.3. Amendment of the road maintenance plan, attached as Exhibit A to these Bylaws shall not be considered an amendment to the Bylaws, and may be done by the Board.
ARTICLE 14 – Miscellaneous
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.