BYLAWS
OF
CLEAR CREEK PINES COMMUNITY PROTECTIVE ASSOCIATION
Preamble:[1]
This is a membership organization and the benefits of membership are for those persons who pay dues that support and maintain the Association’s stated interests. In order to enjoy the benefits and to serve the Association and its members in any capacity, an owner or group of owners who is eligible for membership must be a paid member of the Association to do so.
A membership shall be defined as a person(s), family, Trust, or any legally recognized entity that maintains legal control over an eligible property within Clear Creek Pines 456.
Article I
Membership
Section 1: Availability of Membership[2]
Any person owning property in Clear Creek Pines, units 4, 5, or 6, hereinafter to be called 456, may obtain membership in the Association. There shall, however, be only one vote per membership, regardless of the number of properties owned by the membership. Voting will be performed by one designated membership representative to ensure that only one vote per membership is maintained.
Section 2: Acquisition and Maintenance of Membership[3]
A membership may be obtained by any CCP 456 property owner paying annual dues as set by the Association. A membership is defined as an owner or owners of one lot or multiple lots, i.e. joint owners constitute one membership and one vote. Annual dues for continuation of membership shall be proposed by the Board of Directors and approved by the membership prior to the annual meeting. Dues shall cover the period from June 1 to May 31 of the following year. Dues are due and payable by June 30 at which time the locks may[4] be changed for water users. Dues are non-refundable.
Section 2: Acquisition and Maintenance of Membership (continued)
Membership shall be structured in two (2) tiers:
Tier One (1): Non-water users
Tier Two (2): Water users with their own personal water hauling equipment
Water secured from the Association well may not be used for commercial purposes. The right to obtain water is reserved for members only and those rights may not be sold, transferred or used other than for the designated lot or property within Clear Creek Pines Units 4, 5 and 6 for which dues were paid. (If multiple lots or properties are owned, the property(ies) or lot(s) for which dues are paid must be designated.)
If it is necessary to upgrade the Tier level during the fiscal year, the difference between tiers will be paid to the Treasurer.
Section 3: Termination of Membership
Sale of property by a member shall result in immediate termination of membership in the Association. In addition, failure to pay annual dues and or special assessments on or before due dates required by the Association shall also result in terminating membership.
Section 4: Reinstatement of Membership
Any membership terminated for failure to pay any fees shall be immediately reinstated upon renewing membership per Article I, Section 2, and payment of any fees due at time of termination.
Section 5: Non-Transferability of Membership
Membership shall not be transferable on any basis. Any new owner acquiring property from a previous member shall be required to obtain membership per Article I, Section 2.
Section 6: Benefits of Membership
All members shall receive the benefit of fire protection in the form of fire equipment and the assistance and aid of other members in fighting fires, and the use of water from the Association well on lot 517, based on Tier level of membership per Article I, Section 2. Members are entitled to vote and have the opportunity to be elected to an office in the Association and receive a copy of the Bylaws. The Board will provide a forum for the sharing of information at the annual meeting.
Section 7: Code of Conduct for Board Members[5]
If a Board member fails to fulfill the duties and responsibilities of his position in accordance with the bylaws; disciplinary action, i.e. censure and/or removal from the Board may be considered. Approval of any disciplinary action requires an affirmative vote of at least five (5) Board members.[6]
Article II
Business of the Corporation
Section 1: Corporate Affairs[7]
The affairs of the Corporation shall be conducted by a Board of Directors and by officers elected as provided herein. There shall be an annual meeting the third Saturday in May. The Board of Directors shall meet no less than two times per year and at any time deemed necessary either in person, by conference telephone call, similar communications equipment or website or other means by which all board members participating in a meeting can hear and interact with one another. All meetings are open meetings and may be attended in person or as stated above by any Association member.[8]
Section 2: Place of Meeting
2.1 All meetings of the Corporation and of the officers thereof, may be held in person at the association. However, if circumstances do not permit in person meetings, the meeting may be held by conference telephone call, similar communications equipment or website or other means by which all board members participating in a meeting can hear and interact with one another.
In the event a meeting is to be held at a different location or by the other means, the Secretary shall send notice of the change to the Board and all association members by electronic mail (i.e. email) no less than 14 days prior to the meeting and also shall post notice of the meeting on the CCPCPA website no less than 14 days prior to the meeting.[9]
2.2 Electronic meetings; Conference telephone or similar communications equipment or website, by means of which all board members participating in a meeting can hear each other, and interact may be used. Participation in a meeting pursuant to this section shall constitute a presence in person at such meeting.
No Board member must be physically present at the annual meeting or any other meeting if circumstances prevent in person meetings.
If in person meetings are allowed, either the Chairman or Vice Chairman must be physically present at all other meetings along with the Secretary and Treasurer (or designated alternate Secretary, Treasurer) and 1(one) board member or alternate for a minimum total of 4 (four) present. All other officers, directors and alternates may attend the meeting virtually. The Secretary will take attendance and note who is attending the meeting virtually in the minutes.[10]
[11]Section 3: Notice of Meeting[12]
The Secretary shall send notices of Board meetings to all Board members by electronic mail (i.e. email) no less than 14 days prior to the meeting and also shall post notice of the meeting on the CCPCPA website no less than 14 days prior to the meeting. As a courtesy to members, the Secretary would attempt to post notices to the CCPCPA website and Bulletin Board at the association property no less than 14 days prior to the meeting. [13]
A special meeting of the Association may be called by the Chairman or the Vice Chairman of the Board or 10% of the membership by sending notice of said meeting by regular mail to the membership 14 days prior to the date of the meeting.
Section 4: Conducting Meetings
The Chairman with the Secretary taking minutes shall conduct all meetings of either the Board of Directors or the Association as a whole. In the absence of the Chairman, the Vice Chairman shall assume responsibility for conducting the meeting.
Section 5: Conduct of Meetings[14]
In the absence of Bylaws to the contrary, the meetings of the Association or of the Board of Directors shall be conducted according to the current version of Roberts Rules of Order.
Section 6: Emergency Board Decisions[15]
In the event of an emergency, a telephone or electronic mail poll of Board members may be conducted by the officers. An attempt must be made to contact all members and a minimum of five (5) members must be contacted. A majority of those contacted may pass emergency Board action. Notice of any decisions and a record of the votes must be sent to all Board members within 14 days of the action.[16]
Section 7: Establishment of a Quorum[17]
A Quorum of the Board will consist of five (5) Board members. A Quorum for any general membership meeting shall consist of no less than 25% of the general membership.
Mailed in ballots will be counted as membership attendance in the quorum requirements for general membership meetings including the annual meeting.
Section 8: Annual Budget
The budget as presented by the Treasurer at the annual meeting is to be ratified by the Association. Any expenditure exceeding the budget items by 10% or more shall require approval by no less than seven (7) Board members. Unbudgeted items of more than $2000.00 shall require approval of the Association membership.
Section 9: Use and Maintenance of Equipment[18]
All equipment and the well must be maintained and in operation. An emergency fund of $6,000.00 will be available. The Board may approve expenditures from this fund in accordance with the bylaws.
Article III
Officers
Section 1: Officers of the Corporation
The officers of the Corporation shall consist of a Chairman, Vice Chairman, Secretary and Treasurer. Those persons elected by the Board of Directors as provided in Article 4, Section 2 and will serve as officers of the Corporation.
Section 2: Duties of the Chairman
The Chairman will be responsible for conducting all meetings of the Board and of the Association, for the execution of any contracts in behalf of the Association and for the calling of meetings of the Board or of the Association at irregular intervals if deemed necessary.
Section 3: Duties of the Vice Chairman
In the absence of the Chairman, the Vice Chairman shall assume the duties of the Chairman.
Section 4: Duties of the Secretary
The Secretary shall send notices of all meetings to the Board and all members by electronic mail (i.e. email) no less than 14 days prior to the meeting. [19] The Secretary will keep accurate minutes of any and all meetings of the Board and of the Association. The Secretary shall maintain a permanent, formal file containing both documents pertinent to the affairs of the Corporation and the minutes of any and all meetings.
Corrections to the minutes of all meetings shall be recorded in the minutes of the subsequent appropriate meeting. The Secretary shall mail copies of the minutes of the Board meetings to all Board members within 14 days of any meeting. Minutes of the annual meeting together with the names, addresses and phone numbers of all Board of Directors and designated officers shall be mailed by regular mail within 30 days of the meeting. Copies of all minutes shall be posted on the bulletin board at the association property within 30 days of the meeting.
Section 5: Duties of the Treasurer
The Treasurer shall be charged with the responsibility of opening and maintaining a bank account(s) in the name of the Association. All officers shall be empowered to sign checks on this/these accounts, but the signature of two officers shall be required or the negotiation of any check over $2000.00. The Treasurer, at the direction of the Board, shall be responsible for preparing periodic written statements or reports of the financial affairs of the Association for use by the Board, and shall prepare a detailed financial report concerning the previous year for presentation to the membership at each annual meeting. Prior to the final Board of Directors meeting for each Association year, the Treasurer, with the assistance of others who may be appointed by the Chairman, shall prepare a detailed budget, shall separate anticipated expenses for well maintenance from other Association expenses. Proper accounting and budgeting methods must be utilized.
Section 6: Duties of the Audit Committee
An independent audit by an outside auditing firm with no interest in the CCPCPA 456 shall be conducted quarterly and the results provided to the Board.[20]
Article IV
Elections
Section 1: Board of Directors[21]
There shall be seven (7) members and three (3) alternates elected to the Board of Directors from the membership of 456 at large. The Board shall be elected at the designated annual meeting of the Association. The term of office shall commence June 1 and end on May 31 the following year.”
If a Board member is unable to attend a Board meeting, it is the Board members’ responsibility to contact an alternate to replace them at the Board meeting, and function as a Board member.
The term of office shall be two (2) years with three (3) members being elected each year on the following schedule beginning with the year 2016-2017.
One (1) Year Term Two (2) Year Term
Three (3) Members Four (4) Members
Three (3) Alternates
Alternates to the Board of Directors shall be elected for a one (1) year term.
Section 2: Election of Officers
The Board of Directors shall elect the officers of the Association at its first meeting, which is to be held immediately after the annual meeting of the Association. The vote of five (5)[22] members of the Board shall be necessary for the election of any officer. The officers
shall serve for a period of one (1) year. In the event any officer should cease to hold office, the Board shall be contacted immediately to replace said officer.
Section 3: Replacement of Board Members
An alternate shall replace the Board Member who resigns. A Board member who misses two (2) consecutive Board meetings may be replaced at the discretion of the Board in the same manner. A replacement alternate may be proposed by the remaining active Board members for the Board, subject to approval of the Board as a whole.
Article V
Amendment of Bylaws[23]
Section 1: Amendment by Directors
Amendments to the Bylaws may be proposed by the Board of Directors and voted upon at the annual meeting, so long as notice of the proposed changes (including a brief summary of the proposed change) is given to members in writing. A ballot and meeting notice will be mailed out no less than 30 days prior to the annual meeting. Association members may vote by returning their ballot by mail or attending the meeting for open discussion before casting their vote in person prior to the ballot count. Proof of membership will be verified at the meeting to assure voter eligibility by checking ballots against a master list of paid members. A mail in ballot method will be used to ensure that the entire membership may review and vote on any bylaw amendments.
Quorum for any meeting called to vote on amendment(s) shall be a minimum of 25% of the membership entitled and eligible to vote. The amendment(s) to be adopted shall be approved by two-thirds (2/3) of the votes cast. The “sanctity of the ballot” method of voting will be adhered to for all general membership votes.
Changes to the bylaws shall be effective at the beginning of the fiscal year.
Section 2: Amendment by Members
Amendments to the bylaws may be proposed by a member of Association by giving notice to the Secretary in writing (including a brief summary of the proposed changes) no less than 60 days prior to the annual meeting at which proposal is to be presented. The proposed change and summary along with a ballot shall be included in the notice to members no less than 30 days prior to the annual meeting. The person proposing the change will be required to present the proposal at the annual meeting for discussion and consideration of this change.
A mail in ballot method will be used to ensure the entire membership may review and vote on any bylaw amendments. Association members may vote by returning their ballot by mail or attending the meeting for open discussion before casting their vote in person prior to the ballot count. Proof of membership will be verified at the meeting to assure voter eligibility by checking ballots against a master list of paid members.
Quorum for this meeting shall be a minimum of 25% of the membership entitled and eligible to vote. The amendment(s) to be adopted shall be approved by two-thirds (2/3) of the votes cast. The “sanctity of the ballot” method of voting will be adhered to for all general membership votes.
Changes to the bylaws shall be effective at the beginning of the fiscal year.
Article VI[24]
Committees
Committees may be appointed by the Board Chairman or by a quorum of the Board. To serve in any official capacity within the Association, an individual must be a member of the Association.
Committees shall consist of a Chairman and a team. A committee’s duties and responsibilities shall be defined by the Chairman and/or the Board. The committee chairman shall provide a report to the Board prior to a board meeting or quarterly.
Revision dates: 08/01/98;
05/29/99; 05/24/03; 08/01/06;
05/29/10; 05/28/11; 05/26/12;
06/11/16; 5/18/19; 5/15/21
[1] Preamble added 5/26/12; effective 6/1/12
[2] Art, I, Section 1 revised; adopted 5/28/11; effective 6/1/11
[3] Art. I, Section 2 revised; adopted 5/26/12; effective 6/1/12
[4] Art.I, Section 2 revised, adopted 5/15/21, effective 6/1/21
[5] Art. I, Section 7 added; adopted 5/29/10; effective 6/1/10
[6] Art. I, Section 7 revised, adopted 5/15/21, effective 6/1/21
[7] Art. II, Section 1 revised; adopted 5/26/12; effective 6/1/12
[8] Art. II, Section 1 revised, adopted 5/15/21, effective 6/1/21
[9] Art. II, Section 2.1 revised, adopted 5/15/21, effective 6/1/21
[10] Art. II, Section 2.2 revised 5/15/21, effective 6/1/21
[11] Art. II, Section 2, adopted 5/18/19, effective 6/1/19
[12] Art. II, Section 3 revised, adopted 5/18/19, effective 6/1/19
[13] Art. II, Section 3 revised, adopted 5/15,21, effective 6/1/21
[14] Art. II, Section 5 revised; adopted 5/26/12; effective 6/1/12
[15] Art. II, Section 6 revised; adopted 5/28/11; effective 6/1/11
[16] Art. II, Section 6 revised, adopted 5/15/21, effective 6/1/21
[17] Art. II, Section 7 revised; adopted 6/11/16; effective 6/11/16
[18] Art. II, Section 9 revised; adopted 5/28/11; effective 6/1/11
[19] Art. III, Section 4 revised, adopted 5/15/21, effective 6/1/21
[20] Art. III, Section 6 revised, adopted 5/15/21, effective 6/1/21
[21] Art IV, Section 1 revised, adopted 6/11/16, effective 6/11/16
[22] Art. IV, Section 2 revised, adopted 5/15/21, effective 6/1/21
[23] Art. V, Sections 1 and 2 revised; adopted 5/26/12; effective 6/1/12.
[24] Article VI added 5/28/11; effective 6/1/11