Bylaws, Article VII
ARTICLE VII
Board of Directors
[7.1] Section 1. General Association Powers.
Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, the Davis-Stirling Common Interest Development Act (Civil Code sections 1350-1373) and any limitations in any of the Governing Documents relating to action required to be approved by the Members, the business and affairs of the Association shall be vested in and exercised by the Association’s Board of Directors. Subject to the limitations expressed in Article X, Section 1, the Board may delegate the management of the activities of the Association to any person or persons, management company, or committee, provided that notwithstanding any such delegation the activities and affairs of the Association shall continue to be managed and all Association powers shall continue to be exercised under the ultimate direction of the Board.
[7.2] Section 2. Number and Qualification of Directors.
The Board of Directors shall consist of five (5)persons who shall be Owners of Lots who reside within the Properties and whose memberships are in good standing with all Assessments current and are not subject to any suspension of membership rights.
[7.3] Section 3. Term of Office.
The directors of this Association shall serve for a term of two years with three directors elected in odd-numbered years and two directors elected in even-numbered years. There shall be no limitation upon the number of consecutive terms to which a director may be reelected. Each director, including a director elected to fill a vacancy or elected at a special meeting of Members, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
[7.4] Section 4. Nomination of Directors.
Individuals can become candidates for election to the Board of Directors in any of the following ways:
(a) Candidates Selected by Nomination Committee.
At least 90 days prior to the date of any election of directors, the President shall appoint a nominating committee to select qualified candidates for election to those positions on the Board of Directors held by directors whose terms of office are then expiring. The nominating committee shall consist of a chairperson who shall be a Member of the Board of Directors, and two or more Members of the Association who may or may not be Board Members. The nominating committee shall make its report at least 60 days before the date of the election, and the Secretary shall forward to each Member, with the notice of meeting required by Article V, Section 4, a list of the nominees. The nominating committee shall make as many nominations for election to the Board as it shall, in its discretion, determine but not less than the number of vacancies on the Board to be filled.
(b) Nominations From the Floor.
Any Member present in person or by proxy at a meeting to elect directors may place names in nomination.
A Member can become a candidate for election to the Board by filing with the Secretary a petition in support of his or her candidacy signed by at least 2 percent of the voting power of the Association who are, themselves, in good standing with all Assessments paid.
The Member circulating the petition shall append his or her written certification to the petition attesting to the validity of the signatures. Candidate petitions must be filed with the Secretary no later than 30 calendar days and no earlier than 50 calendar days prior to the annual election.
(d) Good Standing Requirement for Candidacy.
To be eligible for nomination and election to the Board, a candidate-Member must be certified by the Association Secretary that he or she is in good standing with the Association and is current in the payment of Assessments both at the time his or her name is placed in nomination and as of the election date.
[7.5]Section 5. Election of Directors.
(a) Directors Elected at Annual Meeting.
At each annual meeting of the Members, the Members present in person or by proxy shall elect persons to those positions on the Board of Directors held by directors whose terms are then expiring. The persons thus elected shall be selected from among those persons nominated pursuant to Article VII, Section 4; however, if for any reason an annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting of the Members held for that purpose.
(b) Determination of Election Results and Succession to Office.
The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected as directors and shall take office immediately following their election. In the event there is a tie vote between those candidates who receive the lowest number of votes necessary to qualify the candidate for election, the tie shall be broken by lot.
[7.6] Section 6. Vacancies on Board of Directors.
A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
(i) the death, resignation, or removal of a director under paragraphs (c) and (d) below;
(ii) an increase of the authorized number of directors; or
(iii) the failure of the Members, at any meeting of Members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.
Except as provided in this paragraph, any director may resign, and such resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
(c) Authority of Board to Remove Directors.
The Board of Directors shall have the power and authority to remove a director and declare his or her office vacant if he or she
(i) has been declared of unsound mind by a final order of court;
(ii) has been convicted of a felony;
(iii) has been found by a final order or judgment of any court to have breached any duty under Corporations Code sections 7233- 7236 (relating to the standards of conduct of directors); or
(iv) fails to attend three consecutive regular meetings of the Board of Directors that have been duly noticed in accordance with California law.
(d) Authority of Members to Remove Directors.
Except as otherwise provided in subparagraphs(s) (c) and (e) of this Article VII, Section 6, a director may be removed from office prior to expiration of his or her term only by the affirmative vote of a majority of the voting power of the Members.
Any membership action to recall or remove a director shall be conducted in accordance with the following procedures:
(i) A petition must be presented in person to the President, Vice President, or Secretary of the Association and must carry the signatures of Members in good standing who represented at least 5 percent of the voting power of the membership. Such petition must set forth the reason(s) the petitioners are seeking the director’s removal; the signature and Residence number(s) of each petitioner in his or her own handwriting; the name(s) of the sponsor(s) of the petition; and must fulfill all other requirements of law.
(ii) Within 20 days after receipt of such petition, the Board shall either call a special meeting or announce the procedures for conducting a written ballot of the Members to vote upon the requested recall. Such meeting or written ballot shall be conducted not less than 35 nor more than 90 days after the petition is presented. If the Board fails to set a date for, and give the Members notice of, such meeting or written ballot within 20 days, the Members initiating the petition may call such ‘fleeting on their own initiative without Board approval or sanction.
(iii) The director whose removal is being sought shall have the right to rebut the allegations contained in the petition orally, in writing, or both. If the rebuttal is in writing, it shall be mailed by the Association or otherwise provided to all Members, together with the recall ballot.
(iv) If the quorum requirement for a valid membership action is not satisfied orrecall vote results in a tie, the removal action will have failed.
(e) Protection of Cumulative Voting Rights.
Unless the entire Board of Directors is removed from office, no director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.
The Sacramento County Superior Court may, in response to a suit filed by any director or the lesser of 20 Members or 5 percent of the Members, remove any director determined to be guilty of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Association. The Association shall be made a party to any such action.
Vacancies on the Board of Directors shall be filled by a majority vote of the remaining directors though less than a quorum, or by a sole remaining director unless the vacancy is created through removal of a director, in which case the vacancy shall be filled by the affirmative vote of a majority of the Members represented in person or by proxy at a duly held meeting of the Members (at which a quorum is present/by written ballot in accordance with Article IV, Section 6. The Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors by an election at a duly held meeting of the Members or written ballot and shall require the approval of a majority of the voting power.
(h) Reduction in Number of Directors.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.