BYLAWS OF TATUM VILLAGE HOME0WNERS ASSOCIATION
ARTICLE 1 GENERAL PROVISIONS
1.1 Defined Terms. Capitalized terms used in these Bylaws without definition shall have the meanings specified for such terms in the Declaration of Covenants, Conditions, Restrictions and Easements for Tatum Village Recorded on July 24, 2006, at Instrument No. 06-0981610 in the Official Records of the Maricopa County, Arizona Recorder, and as the Declaration may thereafter be amended from time to time. Whenever the context so requires, the use of the singular shall include and be construed as including the plural and the masculine shall include the feminine and neuter.
1.2 Principal Office. The principal office of the Association shall be located at the place designated in the Articles or such other place as may be designated from time to time pursuant to Arizona law. Meetings of Members and the Board of Directors may be held at the principal office of the Association or at such other place as may be designated by the Board of Directors.
1.3 Conflicting Provisions. In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
1.4 Corporate Seal. The Association may have a seal in a form approved by the Board of Directors should the Association so elect.
1.5 Designation of Fiscal Year. The fiscal year of the Association shall begin on the 1st day of January and end on the 3 1st day of December of every-year, except that the first fiscal year shall begin on the date of incorporation.
1.6 Books and Records. The Project Documents and all other books, records and papers of the Association shall be available for inspection by any Member during reasonable business hours at the principal office of the Association where copies may be purchased at reasonable cost. The Association may withhold from inspection those books, records and papers designated in A.R.S. $33-1805.
1.7 Amendment. Except as provided below, these Bylaws may only be amended, at a regular or special meeting of the Members, by: (i) a vote of the Members entitled to cast more than fifty percent (50%) of the total votes entitled to be cast by the Members present in person, by proxy (if allowed by applicable law), or by absentee ballot and (ii) with the consent of Declarant as long as Class B Membership exists. While Class B Membership exists, the Declarant, and thereafter the Board, may, without the consent of any other Member or Mortgagee, amend these Bylaws to comply with the requirements or guidelines of the Veterans Administration (VA) or Federal Housing Administration (FHA) or any governmental or quasigovernmental entity or federal corporation whose approval of the Property or the Project Documents is required by law or requested by Declarant or the Board. Section 3.1 of these Bylaws may be amended from time to time unilaterally by vote of the Board of Directors without the consent of the Members to change the number of Directors serving on the Board after Class B Membership expires or terminates to either three (3) or five (5) directors from the number of director positions then established for the Board, with the amendment to be effective at the next election of directors.
1.8 Indemnification. To the extent it has the power to do so under the Arizona Nonprofit Corporation Act, A.R.S. $10-3850, et seq., as it may be amended from time to time, the Association shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in an action by or in the right of the Association or otherwise, by reason of the fact that he is or was a Member, director, officer, employee or agent of the Association or is or was serving at the request of the Association as a member, director, officer, employee or agent of another corporation, partnership, joint venture, bust or other enterprise, against expenses, including attorneys' fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Indemnification of any such Person shall be made in accordance with the procedures set forth in the Arizona Nonprofit Corporation Act. Liability of the Directors shall also be limited as provided in the Articles.
1.9 Notices. All notices, demands, statements or other communications required to be given or served under these Bylaws shall be in writing and shall be deemed to have been duly given and served if delivered personally or sent by United States mail, postage prepaid, or, in the case of a notice pursuant to Section 2.1 1, 5.2 or 5.4 of these Bylaws, registered or certified United States mail, return receipt requested, postage prepaid, (i) if to a Lot Owner, the address which the Lot Owner shall designate in writing and file with the Secretary or, if no such address is designated, at the address of the Lot of such Lot Owner, (ii) if to the Association, the Board of Directors, any Committee of the Board, or the Managing Agent, to such address as is set forth in any Recorded notice pursuant to A.R.S. $33-1807(J), and, if such address is no longer valid, then to the last known address of such Person on file with the Arizona Corporation Commission, and, if a different address, also to the address of the statutory agent of such Person, and (iii) if to Declarant, at the address designated for Declarant in the records of the Arizona Corporation Commission. A notice given by mail, whether regular, certified or registered, shall be deemed to have been received by the Person to whom the notice was addressed on the earlier of the date the notice is actually received or three (3) days after the notice is mailed. If a Lot is owned by more than one person, notice to one of the Lot Owners shall constitute notice to all Lot Owners of the same Lot. Addresses for notice may be changed from time to time by the giving of notice in the manner provided herein for the giving of notices.