EditARTICLE 2 MEETINGS OF MEMBERS
2.1 Annual Meeting. The first annual meeting of the Members shall be held within one (1) year of the date on which the Association is incorporated, and an annual meeting of the Members shall be held during each calendar year thereafter. The date, time and place of each annual meeting of the Members shall be determined by the Board of Directors, but shall always be held within the State of Arizona.
2.2 Special Meetings. Special meetings of the Members may be called at any time by the President or a majority of the Board of Directors or by Lot Owners having at least ten percent (10%) of the total votes in the Association. All special meetings of the Association Membership shall be held within the State of Arizona.
2.3 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 each notice, postage prepaid, no fewer than ten (10) nor more than sixty (60) days before such meeting to each Member entitled to vote at the meeting 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 items on the agenda, including the general nature of any proposed amendment to the Declaration or the Bylaws, any budget changes and any proposal to remove a director or officer.
2.4 Quorum and Adjournment. Except as may be otherwise provided in Section 6.19 of the Declaration, the presence in person, by proxy (if proxy voting is then allowed by applicable law) or by absentee ballot of Members entitled to cast one-tenth (1/10) of the total authorized votes in the Association shall constitute a quorum at all meetings of the Members. If a quorum shall not be present at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Except as provided in Section 6.19 of the Declaration, any adjournment for lack of a quorum shall be to a date not more than thirty (30) days from the original meeting date. Meetings may also be adjourned to another place and time for reasons other than lack of quorum if the place and time are announced at the meeting at which adjournment is taken and the reconvened meeting is held within thirty (30) days of the adjourned meeting.
2.5 Multiple Owners. If more than one Person owns a Lot and only one of those multiple Owners of a Lot is present at a meeting of the Association, he is entitled to cast all of the votes allocated to that Lot on behalf of the other Persons who co-own the Lot. If more than one of the co-Owners are present, the votes allocated to that Lot may be cast only in accordance with the agreement of a majority in interest of the multiple co-owners, unless the Declaration otherwise provides. There is deemed to be agreement of a majority in interest of the co-Owners if any one of the attending co-Owners of the Lot casts the votes allocated to that Lot without any of the co-Owners present promptly making a protest to the person presiding over that annual or special meeting of the Members.
2.6 Proxies/Absentee Ballots.(A) While Class B Membership exists, votes allocated to a Lot may be cast pursuant to a proxy duly executed by a Lot Owner. If a Lot is owned by more than one Person, each co- Owner of the Lot may vote or register protest to the casting of votes by another co-owner of the Lot through a duly executed proxy. A Lot Owner may not revoke a proxy except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or if it purports to be revocable without notice. The proxy is revoked on presentation of a later dated proxy executed by the same Lot Owner. All proxies, including irrevocable proxies coupled with an interest, shall automatically cease upon conveyance by the Member of his Lot or upon receipt of actual notice by the Secretary of the Board of the death or judicially declared incompetence of such Member. No proxy shall be valid more than twenty-five (25) months from the date of its execution.
(B) After Class B Membership expires, votes allocated to a Lot may not be cast pursuant to a proxy, but only in person by the Lot Owner or by absentee ballot pursuant to the procedures for absentee ballot voting set forth in A.R.S. $33-1812(A). If an absentee ballot also qualifies as a "written ballot" pursuant to the provisions of A.R.S. $10-3708, the Association's mailing of the ballot and solicitation of responses shall also comply with the provisions of said $10-3708.
2.7 Record Date. For any meeting of the Members, the Board of Directors may fix in advance a date, not more than fifty (50) days nor less than ten (10) days before the date of such meeting, as a record date for the determination of the Members of record entitled to notice of, and to vote at, such meeting. The Members entitled to vote at any meeting of the Members will be determined as of the applicable record date if one has been fixed as aforesaid, otherwise as of the time the meeting is convened.
2.8 No Cumulative Voting. There shall be no cumulative voting permitted in the affairs of the Association, including the election of Directors.
2.9 Organization and Conduct of Meetings. All meetings of Members will be called to order and thereafter chaired by the President of the Association. If the President is unavailable, such other officer of the Association or such other Member as may be appointed by the Board of Directors may call the meeting to order and chair the meeting. The Association's Secretary will act as secretary of each membership meeting. In his absence, the chairman of the meeting may appoint any person (whether a Member or not) to act as secretary thereat. After calling a meeting to order, the chairman thereof may require the registration of all Members intending to vote in person and the filing of all proxies (if proxy voting is then allowed by applicable law) with the election inspector or inspectors, if one or more has/have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions or revocations of proxies will be accepted. If Directors are to be elected, a tabulation of the proxies so filed and any absentee ballots cast, if any Person entitled to vote in such election so requests, will be announced at the meeting (or adjournment thereof) prior to the closing of the election polls. Absent a showing of bad faith on his part, the chairman of the meeting will, among other things, have absolute authority to: (i) fix the period of time allowed for the registration of Members, the filing of proxies, and the delivery of absentee ballots, (ii) determine the order of the business to be conducted at such meeting, and (iii) establish reasonable rules for expediting the business of the meeting (including any informal or question-and-answer portion thereof).
2.10 Action Without a Meeting. Except as expressly prohibited under the Project Documents, any action that may be taken at a meeting of the Members pursuant to the provisions of the Arizona Nonprofit Corporation Act or the Project Documents, may be taken without a meeting if authorized by a writing signed by all of the Members who would be entitled to vote upon such an action at a meeting; provided, further, however, that the written consent of any Member representing a Lot shall be sufficient-to be binding as to that Lot without regard to whether any other Members whose membership is derived through ownership of that Lot have executed such instrument. Such written consent shall be filed with the Secretary of the Association for inclusion in the corporate records as further provided in A.R.S. $10-3704,
2.11 Suspension of Voting Rights. In the event any Lot Owner is in arrears in the payment of any Assessment or Collection Costs or any other fees or charges due to the Association under the terms of the Project Documents for a period of fifteen (15) days, the Lot Owner's right to vote as a Member of the Association shall be automatically suspended and shall remain suspended until all payments, including accrued interest and attorneys' fees, are paid and/or brought current. In addition, a Lot Owner's right to vote shall be suspended for any continuing infraction of the Project Documents by the Lot Owner, his Lessees or their respective Invitees, that is not cured within thirty (30) days after notice thereof from the Association and shall remain suspended until any such infraction or violation of the Project Document ceases as reasonably determined by the Board. The Board may also impose a suspension of a Lot Owner's right to vote for a period not to exceed sixty (60) days by giving written notice of such suspension to any such Lot Owner who has committed, or whose Lessees or their respective Invitees have committed, repeated or multiple single infractions (three or more instances) of any provisions of the Project Documents in any six (6) month period by giving written notice to such Lot Owner of the suspension (regardless of whether such infractions have been subsequently cured or ceased). In the case of a summary suspension of voting rights pursuant to this Section 2.1 1, the Board shall provide the date of the next scheduled Board meeting in the suspension notice. The affected Lot Owner may request a hearing before the Board before such suspension becomes effective if the Lot Owner serves a written request for a hearing on the Board within ten (10) days after the Board's service of the suspension notice on the Lot Owner in the manner provided in Section 1.9 above. Upon the Board's receipt of a request of a hearing, the matter shall be heard at the next scheduled Board meeting.
2.12 Membership Mandatory. The Membership of the Association shall consist of all record Owners of Lots. Membership in the Association shall be mandatory and such Membership and voting rights are appurtenant to, and may not be separated from, ownership of the Lot. No Owner during his ownership of a Lot shall have the right to relinquish or terminate his Membership in the Association.