AMENDED AND RESTATED
OF LARRABEE MANOR OWNERS ASSOCIATION
tABLE OF cONTENTS
I. GENERAL PLAN OF OWNERSHIP
II. VOTING BY ASSOCIATION MEMBERSHIP
2.1 VOTING RIGHTS
2.2 MAJORITY OF QUORUM
3.1 ASSOCIATION RESPONSIBILITIES
3.2 PLACE OF MEETINGS OF MEMBERS
3.3 ANNUAL MEETING OF MEMBERS
3.4 SPECIAL MEETING OF MEMBERS
3.6 RECORD DATES
3.7 ADJOURNED MEETINGS
3.8 OTHER BUSINESS
3.9 ACTION WITHOUT MEETING
3.10 CONSENT OF ABSENTEES
3.11 MINUTES, PRESUMPTION OF NOTICE
IV. BOARD OF DIRECTORS
4.1 NUMBER AND QUALIFICATION
4.2 POWERS AND DUTIES
4.3 SPECIAL POWERS AND DUTIES
4.4 MANAGEMENT AGENT
4.5 ELECTION AND TERM OF OFFICE
4.6 BOOKS, AUDIT
4.8 REMOVAL OF DIRECTORS
4.9 ORGANIZATION MEETING OF BOARD
4.10 REGULAR MEETINGS OF BOARD
4.11 SPECIAL MEETINGS OF BOARD
4.12 WAIVER OF NOTICE
4.13 QUORUM AND ADJOURNMENt
5.2 ELECTION OF OFFICERS
5.3 REMOVAL OF OFFICERS
5.6 VICE PRESIDENT
VI. OBLIGATION OF MEMBERS
6.2 MAINTENANCE AND REPAIR
vii. AMENDMENTS TO BYLAWS
8.1 NOTICE TO ASSOCIATION
8.2 NOTICE OF UNPAID ASSESSMENTS
IX. CONFLICTING PROVISIONS
X. INDEMNIFICATION OF DIRECTORS AND OFFICERS
11.1 CHECKS, DRAFTS AND DOCUMENTS
11.2 EXECUTION OF DOCUMENTS
11.3 AVAILABILITY OF ASSOCIATION DOCUMENTS
11.4 FISCAL YEAR
XII. NOTICE AND HEARING PROCEDURE
12.1 SUSPENSION OF PRIVILEGES
12.2 NOTICE OF HEARING
AMENDED AND RESTATED BYLAWS
LARRABEE MANOR OWNERS ASSOCIATION
I. GENERAL PLAN OF OWNERSHIP.
The name of the corporation is LARRABEE MANOR OWNERS ASSOCIATION, hereinafter referred to as the
"Association." The principal office of the Association shall be located in Los Angeles County, California.
The provisions of these Bylaws are applicable to the condominium development known as Larrabee Manor, located in the County of Los Angeles, California (the "Project"). All present and future Owners and their tenants, future tenants, employees, and any other person who might use the facilities of the Project in any manner, are subject to the regulations set forth in these Bylaws and in the Declaration of Covenants, Conditions and Restrictions and Establishing a Plan of Condominium Ownership (the "Declaration") recorded in the Official Records of Los Angeles County and applicable to the Project. The mere acquisition or rental of any Condominium in the Project or the mere act of occupancy of any Condominium will signify that these Bylaws are accepted, ratified, and will be complied with.
Unless otherwise provided herein, the capitalized terms in these Bylaws have the same meanings as are given to such terms in the Declaration.
II. VOTING BY ASSOCIATION MEMBERSHIP.
2.1 Voting Rights.
The Association has one (1) class of voting Membership. Members are entitled to one (1) vote for each Condominium owned which is subject to assessment. All voting rights are subject to the Association’s “governing documents” (as such term is defined in California Civil Code Section 4150).
2.2 Majority of Quorum.
Unless otherwise provided in the Association’s governing documents, any action which may be taken by the Association may be undertaken by a majority of a quorum of the Members.
Except as otherwise provided in these Bylaws, the presence in person or by ballot pursuant to California Civil Code Section 5100 or California Corporations Code Section 7513 of twenty-five percent (25%) of the Association's voting power constitutes a quorum of the Membership. 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, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. No action by the Members on any such matter is effective if the votes cast in favor are fewer than the minimum number of votes required by the Restrictions to approve such an action.
As authorized by California Corporations Code Section 7613(a), proxies may not be used in connection with voting on any matter with respect to which Members are entitled to vote.
3.1 Association Responsibilities.
In accordance with the Declaration, the Association is responsible for administering the Project, maintaining and repairing the Common Area, approving the budget, establishing and collecting all assessments authorized under the Declaration, and arranging for overall architectural control of the Project.
3.2 Place of Meetings of Members.
Meetings of the Members shall be held in the Project, or such other suitable place as proximate thereto as practical and convenient to the Members, as designated by the Board.
3.3 Annual Meeting of Members.
The annual meeting of Members shall be held each year during the month of May.
3.4 Special Meetings of Members.
The Board shall call a special meeting of the Members (a) as directed by resolution of a majority of a quorum of the Board, (b) by request of the President of the Association, or (c) upon receipt of a petition signed by Members representing at least five percent (5%) of the Association's total voting power. The Secretary shall give notice of any special meeting within twenty (20) days after adoption of such resolution or receipt of such request or petition. The notice must state the date, time and place of such meeting and the general nature of the business to be transacted. The special meeting must be held not less than thirty-five (35) nor more than ninety (90) days after adoption of such resolution or receipt of such request or petition. No business may be transacted at a special meeting except as stated in the notice.
The Secretary shall send a notice of each annual or special meeting by first-class mail, at least ten (10) but not more than ninety (90) days prior to such meeting, stating the purpose thereof as well as the day, hour and place where it is to be held, to each Member of record. The notice may set forth time limits for speakers and nominating procedures for the meeting. The notice must specify those matters the Board intends to present for action by the Members, but, except as otherwise provided by law, any proper matter may be presented at the meeting for action. The notice of any meeting at which directors are to be elected must include the names of all nominees at the time the notice is given to the Members. The mailing of a notice, postage prepaid, in the manner provided in this Section, shall be considered notice served, forty-eight (48) hours after said notice has been deposited in a regular depository of the United States mail. Such notice may be posted in a conspicuous place on the Common Area and is deemed served upon a Member upon posting if no address for such Member has been then furnished the Secretary.
Notwithstanding any other provision of these Bylaws, approval by the Members of any of the following proposals, other than by unanimous approval of those Members entitled to vote, is not valid unless the general nature of the proposal was stated in the notice or in any written waiver of the notice: (a) removing a director without cause; (b) filling vacancies on the Board; (c) approving a contract or transaction between the Association and one or more directors, or between the Association and any entity in which a director has a material financial interest;
(d) amendment of the Articles; or (e) electing to wind up and dissolve the Association.
3.6 Record Dates.
The Board may fix a date in the future as a record date for the determination of the Members entitled to notice of any meeting of Members. The record date so fixed must be not less than ten (10) nor more than ninety (90) days prior to the date of the meeting. If the Board does not fix a record date for notice to Members, the record date for notice is the close of business on the business day preceding the day on which notice is given. In addition, the Board may fix a date in the future as a record date for the determination of the Members entitled to vote at any meeting of Members. The record date so fixed must be not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. If the Board does not fix a record date for determining Members entitled to vote, Members on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
3.7 Adjourned Meetings.
If any meeting of Members cannot be organized because a quorum is not present, a majority of the Members who are present, either in person or by ballot pursuant to California Civil Code Section 5100 may adjourn the meeting to a time not more than forty-five (45) days from the original meeting date, at which meeting the quorum requirement is the presence in person or by ballot pursuant to California Civil Code Section 5100 of Members holding at least twenty-five percent (25%) of the Association's voting power. Such an adjourned meeting may be held without the notice required by Section 3.5 if notice thereof is given by announcement at the meeting at which such adjournment is taken. If a meeting is actually attended, in person or by ballot pursuant to California Civil Code Section 5100 by Members having less than one-third (1/3) of the Association's voting power, then no matter may be voted upon except such matters notice of the general nature of which was given pursuant to Section 3.5 hereof.
3.8 Other Business.
Meetings of Members must be conducted in accordance with a recognized system of parliamentary procedure or such parliamentary procedures as the Association may adopt. The order of business at all meetings of the Members is as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of committees; (f) election of directors (at annual meetings or special meetings held for such purpose); (g) unfinished business; and (h) new business.
3.9 Action Without Meeting.
Any action not subject to California Civil Code Section 5100 which may be taken at a meeting of the Members may be taken without a meeting by written ballot of the Members. Ballots must be solicited in the same manner as provided in Section 3.5 for the giving of notice of meetings of Members. Such solicitations must specify (a) the number of responses needed to meet the quorum requirements, (b) the percentage of approvals necessary to approve the action, and (c) the time by which ballots must be received in order to be counted. The form of written ballot must afford an opportunity to specify a choice between approval and disapproval of each matter. Receipt within the time period specified in the solicitation of (i) a number of ballots which equals or exceeds the quorum which would be required if the action were taken at a meeting, and (ii) a number of approvals if the action were taken at a meeting at which the total number of votes cast was the same as the total number of ballots cast, constitutes approval by written ballot.
3.10 Consent of Absentees.
The transactions of any meeting of Members, either annual or special, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if (a) a quorum is present either in person or by ballot pursuant to California Civil Code Section 5100 and (b) either before or after the meeting, each of the Members not present in person or by ballot pursuant to California Civil Code Section 5100 signs (i) a written waiver of notice, (ii) a consent to the holding of such meeting, or (iii) an approval of the minutes thereof. The Secretary shall file all such waivers, consents or approvals with the corporate records or make them a part of the minutes of the meeting.