CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION ...
CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION ...
CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION ...
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BYLAWS<br />
OF<br />
<strong>CENTENNIAL</strong> <strong>VILLAGE</strong> <strong>SOUTH</strong> <strong>HOMEOWNERS'</strong> <strong>ASSOCIATION</strong><br />
ARTICLE ONE<br />
MEMBERS AND MEMBERSHIP RIGHTS<br />
1.01 APPLICATION. These Bylaws are applicable to the development known as<br />
Centennial Village South (the "Project"). All present and future Unit Owners, their tenants, agents<br />
and representatives, and any other person who might use the Project or any part of the Project in any<br />
manner, are subject to these Bylaws, the Declaration and any rules and regulations adopted by the<br />
Board of Directors, along with any amendments thereto.<br />
1.02 MEMBERSHIP. The Members of the Association shall be the Owners of the<br />
Units. The Owner(s) of each Unit shall have one (1) membership in the Association. The number of<br />
memberships in the Association shall be equal to the number of Units within the Project. Except as<br />
otherwise provided in Sections 4.02 and 4.03, each Member shall have equal rights, duties, and<br />
obligations with each other Member as those rights, duties and obligations are set forth in the<br />
Declaration, the Articles, these Bylaws, arid the Rules as the same may from time to time be<br />
amended.<br />
ARTICLE TWO<br />
MEETINGS OF THE MEMBERS<br />
2.01 ANNUAL MEETING. An Annual Meeting of the Members shall be held in<br />
the month of May of each year. The date, time and place, which must be within Clark County, State<br />
of Nevada, shall be determined by the Board with written notice delivered to the Members not less<br />
than ten (10) nor more than sixty (60) days prior to the date fixed for such meeting.<br />
2.02 SPECIAL MEETINGS. Special meetings of the Members maybe called by<br />
the President of the Association, a majority of the Board orby Members having ten percent (10%) or<br />
more of the votes in the Association. The demand by the Members must state the purpose for the<br />
meeting. The Members making the demand on the Association must sign, date and deliver their<br />
demand to the President or the treasurer of the Association. The Association must then immediately<br />
give notice of a special meeting of the Members.<br />
2.03 MEETINGS REGARDING CAPITAL IMPROVEMENTS OR LITIGATION.<br />
The Association shall provide written notice to each Unit Owner of a meeting at which an<br />
assessment for capital improvement or the commencement of a civil action is to be considered or<br />
action is to be taken on such an assessment at least twenty-one (21) calendar days before the meeting.<br />
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2.04 RECORD DATE FOR MEMBERS. For the purpose of determining Members<br />
entitled to notice of or to vote at any meeting or at any adjournment thereof; the Board may fix, in<br />
advance, a date as a record date for any such determination of Members. Such record date shall not<br />
be more than sixty (60) or less than ten (10) days before the date of such meeting.<br />
2.05 OUORUIM. The presence at any meeting of the Members having ten percent<br />
(10%) of the total voting power of the Association shall constitute a quorum. Unless otherwise<br />
expressly provided herein, any action may be taken at any meeting of the Members at which a<br />
quorum is present upon the affirmative vote of a Majority of Unit Owners which votes may be cast in<br />
person or by proxy, provided however that voting for the election of the Directors may not be done<br />
by proxy. If any meeting cannot be held because a quorum is not present, the Members present,<br />
either in person or by proxy, may except as otherwise provided bylaw, adjourn the meeting to a time<br />
of not less than forty-eight (48) hours nor more than thirty (30) days from the time the original<br />
meeting was called, at which time the quorum requirement shall be at least fifteen percent (15%) of<br />
the total voting power of the Association.<br />
2.06 PROCEDURAL RULES. At any meeting of the Members, all procedures for<br />
such meeting shall be conducted in accordance with Robeits Rules of Order. The President shall<br />
determine the edition of the Robert1s Rules of Order that shall be applicable at the meeting.<br />
2.07 AGENDA. At any meeting of the Members there shall be an agenda<br />
identifying the topics for consideration, which items are proposed for action at the meeting, and a<br />
period of time for comments by Members.<br />
2.08 CONDUCT OF THE MEETING. All meetings shall be conducted in<br />
conformance with the requirements of these Bylaws, the provisions of N.R.S. Chapter 116, the<br />
Declaration, the Articles and all other provisions ofNevada law. To the extent these Bylaws conflict<br />
with any provision of N.R.S. Chapter 116, the Declaration, the Articles or any other provision of<br />
Nevada law, then the conflicting provisions of these Bylaws shall be considered amended to conform<br />
with the other applicable provision. A Unit Owner may attend any meeting of the Members and<br />
speak at any such meeting. The Board may establish reasonable limitations on the time a Unit<br />
Owner may speak at such a meeting.<br />
2,09 VOTING. Except as otherwise provided in Sections 4.02 and 4.03, each<br />
Member shall be entitled to one (1) vote for each Unit owned by such Member; provided, however,<br />
that the Association may not cast any vote otherwise allocated to it for any Unit it may own. No vote<br />
allocated to a Unit owned by the Association may be cast.<br />
2.10 EXERCISE OF VOTING RIGHTS. In the case of a Unit owned by two (2) or<br />
more persons or entities, the voting power shall be exercised by only one of them. If only one (1) of<br />
several Owners of a Unit is present at a meeting ofthe Association, that Owner is entitled to cast the<br />
vote allocated to that Unit, If more than one (1) of the Owners are present, the vote allocated to that<br />
Unit may be cast only in accordance with the agreement of a majority in interest of the Owners of<br />
that Unit. There shall be deemed to be a majority agreement among several Owners of a Unit if any<br />
one of the Owners casts the vote allocated to that Unit without protest made promptly to the person<br />
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2
presiding over the meeting by any of the other Owners of the Unit. In the event there is no such<br />
protest, it will be conclusively presumed for all purposes that the Owner who cast the vote for a<br />
particular Unit was acting with the authority and consent of all other Owners of the same Unit.<br />
2.11 PROXIES. At any meeting of the Members of the Association, any Member<br />
may designate a member of his immediate family, a tenant of his Unit or another Unit Owner as<br />
proxy or proxies. If any Member designates two or more persons to act as proxies, a majority of<br />
those persons present at the meeting, or, if only one is present, then that one, has and may exercise all<br />
of the powers conferred by the Member upon all of persons designated unless the Member provides<br />
otherwise. If a Unit is owned by more than one person or entity, each owner of a Unit may vote or<br />
register protest to the casting of votes by the other Owner or Owners of such Unit through an<br />
executed proxy. No proxy shall be valid unless it is dated and designates the votes that must be cast<br />
on behalf of the Unit Owner who executed the proxy. The proxy holder must disclose at the<br />
beginning of the meeting for which the proxy is executed the number of proxies which he holds and<br />
his voting instructions. A proxy expires immediately after the meeting for which it was given. An<br />
Owner of a Unit may revoke a proxy only by actual notice of revocation to the person presiding over<br />
a meeting of the Association. A proxy may not be used to cast a vote for the election of a Director or<br />
Directors.<br />
2.12 MINUTES. Not more than thirty (30) days after any meeting of the Members,<br />
the Secretary shall cause the minutes or a summary of the minutes of the meeting to be made<br />
available to the Members. A copy of the minutes or a summary of the minutes must be provided to<br />
any Member who pays the Association the cost of providing the copy to him.<br />
ARTICLE THREE<br />
MEETINGS OF THE BOARD<br />
3.01 REGULAR MEETINGS OF DIRECTORS. The Board shall meet at least<br />
once every ninety (90) days. The first meeting of each newly elected Board shall be held within<br />
thirty (30) days after the Annual Meeting of the Members.<br />
3.02 SPECIAL MEETING OF DIRECTORS. Special meetings of the Board may<br />
be called by the President or on the written request of two (2) or more Directors, on not less than ten<br />
(10) days notice to each Member and Director, In case of emergency, as defined in NRS<br />
116.31083(8), a special meeting may be held without notice.<br />
3.03 PLACE OF MEETINGS. The Board may hold meetings, both regular and<br />
special, upon the Project or at any other reasonable place within Clark County, State of Nevada.<br />
3.04. EXECUTWE SESSION. Members shall not be permitted to attend an<br />
Executive Session of the Board. The Board may meet in executive session to:<br />
(1) Consult with an attorney for the Association on matters relating to proposed<br />
or pending litigation if the contents of the discussion would otherwise be<br />
governed by the privilege set forth in NRS 49.035 to 49.115, inclusive;<br />
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(2) Discuss matters relating to personnel;<br />
(3) Discuss a violation of the Governing Documents alleged to have been<br />
violated by a Unit Owner, including, without limitation, the failure to pay an<br />
assessment, unless the Unit Owner requests the meeting be open. The Unit<br />
Owner may attend the hearing and testif, concerning the alleged violation,<br />
but may be excluded by the Board from any other portion of the hearing,<br />
including the deliberations.<br />
3.05 QUORUM TIN VOTING. A majority of the Members of the Board at a<br />
meeting duly assembled is necessary to constitute a quorum, and the act of a majority of the<br />
Directors present at any meeting at which there is a quorum shall be the act of the Board, except as<br />
may be otherwise specifically provided by NRS, by the Declaration or by the Articles of<br />
Incorporation. If a quorum shall not be present at any meeting of the Board, the Directors present<br />
may adjourn the meeting from time to time, without notice other than announcement at the meeting,<br />
until a quorum shall be present.<br />
3.06 COMPENSATION OF DIRECTORS. No Director shall receive<br />
compensation for any services he may render to the Association; however, any Director may be<br />
reimbursed for his actual expenses incurred in the performance of his duties.<br />
3.07 RECORD. The Board shall cause to be kept a complete record of all its acts<br />
and corporate affairs and to present a statement thereofto the Members at the Annual Meeting ofthe<br />
Members. Any matters discussed at an Executive Session must be generally noted in the minutes,<br />
and the minutes any decision made. Any decision made in Executive Session pursuant to Sectiori<br />
3.04 (C) shall be made available upon request of the affected Unit Owner.<br />
3.08 CONDUCT OF THE MEETiNG. All meetings shall be conducted in<br />
conformance with the requirements of these Bylaws, the provisions of N.R.S. Chapter 116, the<br />
Declaration, the Articles and all other provisions of Nevada law. To the extent these Bylaws conflict<br />
with any provision of N.R.S. Chapter 116, the Declaration, the Articles or any other provision of<br />
Nevada law, then the conflicting provisions of these Bylaws shall be considered amended to conform<br />
with the other applicable provision. Except as set forth in Section 3.04, a Unit Owner may attend<br />
any meeting of the Board and speak at any such meeting. The Board may establish reasonable<br />
limitations on the time a Unit Owner may speak at such a meeting.<br />
ARTICLE FOUR<br />
ELECTION OF DIRECTORS<br />
4.01 QUALIFICATIONS. The Directors, except for the Directors appointed by<br />
Declarant in accordance with these Bylaws, the Declaration and the Articles, and the first Board<br />
named in the Articles of Incorporation, shall be Members of the Association. The following<br />
described persons may serve on the Board as representatives of Members which are not natural<br />
persons: one officer, employee, agent or director of a corporation which is a Member, one general<br />
I:\DOCUMENT\CHERRYLs WORLD\BYLAWS - CENTEPQOA1 VELLAGE SO DOC
partner of a partnership which is a Member, one trustee or beneficiary of a trust which is a Member,<br />
one member of a limited liability companywhich is a Member, and one personal representative of an<br />
estate which is a Member. In all events where the person serving or offering to serve as an officer of<br />
the Association or a Director is not the record owner of a Unit, he shall file proof of authority with<br />
the Secretary and such proof shall be kept in the records of the Association.<br />
4.02 APPOINTMENT AND REMOVAL OF MEMBERS OF THE BOARI) OF<br />
DIRECTORS OF THE <strong>ASSOCIATION</strong>. Subject to the provisions of Section 4.03, Declarant<br />
reserves the right to appoint and remove all of the Directors and all of the Officers of the Association<br />
until the earlier of the following events:<br />
(1) Sixty (60) days after conveyance of seventy-five percent (75%) of the Units<br />
to Owners other than Declarant (herein "Purchasers"); or<br />
(2) Two (2) years after Declarant has ceased to offer for sale in the ordinary<br />
course of business any Units within the Project; or<br />
(3) In the event and at such time as the Declarant waives by written instrument<br />
the rights reserved by Declarant under this subparagraph (b), and such written<br />
waiver is recorded in the official records of the County Recorder of Clark<br />
County, Nevada. Declarant shall have the right to designate a person or<br />
persons who are entitled to exercise the rights reserved to Declarant under<br />
this subparagraph (b). The date on which the rights reserved by Declarant<br />
under this subparagraph (b) terminate is herein called the "Declarant's Control<br />
Termination Date." From and after the Deciarant=s Control Termination<br />
Date, the Board of Directors and the officers of the Association shall be<br />
elected and appointed as provided in the Articles and these Bylaws.<br />
4.03 COMPOSITION OF BOARD OF DIRECTORS. The initial Board shall be<br />
composed of three (3) Directors. Notwithstanding anything to the contrary set forth herein, upon the<br />
conveyance of twenty-five percent (25%) of the Units within the Project to Owners other than<br />
Declarant, the Board shall expand to four (4) Directors and one Director shall be elected by Owners<br />
other than the Declarant. Upon the conveyance offiftypercent (50%) of the Units within the Project<br />
to Owners other than Declarant, the Board shall expand to five (5) Directors and two Directors shall<br />
be elected by Owners other than the Deelarant, Upon the Declarant's Control Termination Date, the<br />
Owners shall elect a Board of at five (5) Directors, at least a majority of whom must be Owners.<br />
Whenever the Members are required to elect Directors, such election shall be held in accordance<br />
with Section 4.04 hereof. After the Declarant's Control Termination Date, the Board may fix the<br />
number of Directors which shall be not less than three (3) and not more than five (5).<br />
4.04 NOMINATION AND ELECTION OF DIRECTORS. Whenever the<br />
Members are required to elect a Director pursuant to Section 4.03, such election shall occur within<br />
sixty (60) days after the occurrence of the event which caused the requirement, otherwise Directors<br />
elected by the Members shall be elected at the Annual Meeting. Subject to right of the Declarant to<br />
appoint the Board in accordance with these Bylaws, the Declaration, and the Articles, nominations<br />
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for election to the Board shall be made by a nominating committee. Not less than 30 days before the<br />
preparation of ballots for the election of Directors, the Secretary shall cause notice to be given to<br />
each Unit Owner of his/her eligibility to be a Director. Each Unit Owner eligible to be a Director<br />
may have his/her name placed on the ballot along with the names of the nominees selected by the<br />
Directors or a nominating committee. The Secretary shall cause to be sent prepaid by United States<br />
mail to the mailing address of each Unit within the Common Interest Community or to any other<br />
mailing address designated in writing by the Unit Owner, a secret ballot and a return envelope. The<br />
nominating committee shall consist of a chairman, who shall be a Member of the Board, and two (2)<br />
or more Members of the Association. The nominating committee shall be appointed by the Board<br />
prior to each Annual Meeting to serve from the close of such Annual Meeting until the close of the<br />
next Annual Meeting. The nominating committee shall make as many nominations for election to<br />
the Board as it shall in its discretion determine, but not less than the number of vacancies there are to<br />
be filled. Elections of Directors must be by secret ballot with the results counted in public.<br />
4.05 ELECTION. Subject to the right of the Declaration to appoint the Board in<br />
accordance with these Bylaws, the Declaration, and the Articles, the Directors shall be chosen by a<br />
plurality of the votes cast at the election for such Directors to be held in accordance with the Articles<br />
and these Bylaws. A Member shall have the right to cumulate his or her votes at any election of<br />
Directors, and give one candidate a number of votes equal to the number of Directors to be elected<br />
multiplied by the number of votes to which the member is entitled, or to distribute the member=s<br />
votes on the same principle among as many candidates as he or she shall think fit. All votes cast for<br />
the election of Directors shall be by secret written ballot, which secret ballots must be counted in<br />
public. Votes for election of Directors may not be cast by proxy. Subject to the right of the<br />
Declarant to appoint the Board in accordance with these Bylaws, the Declaration, and the Articles, if<br />
for any reason a Director shall not be elected at the Annual Meeting, they may be elected at any<br />
special meeting of the Members called and held for that purpose. Within thirty (30) days of election,<br />
the elected Director shall certiñ' in writing that he or she has read the Declaration, these Bylaws, the<br />
Articles, the Rules and Regulations and the provisions ofN.R.S. Chapter 116 and understands them<br />
to the best of his or her ability.<br />
4.06 TERM. The term of all Directors shall be two (2) years. Any Directormaybe<br />
elected to succeed himselfTherself.<br />
4.07 VACANCIES RESULTING FROM RESIGNATION OR DEATH.<br />
Vacancies in the Board, including those caused by an increase in the number of Directors or the<br />
removal of a Director, may be filled by a majority vote of the Directors in office, though less than a<br />
quorum, and the Directors so chosen shall hold office until the next Annual Meeting of Members.<br />
4.08 REMOVAL BY MEMBERS. The Members by a two-thirds (2/3rds) vote of<br />
all Members entitled to vote at any meeting of the Members at which a quorum is present may<br />
remove any Member of the Board, with or without cause, other than a Member of the Board<br />
appointed by Declarant.<br />
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ARTICLE FIVE<br />
OFFICERS<br />
5.01 DESIGNATION. The principal officers of the Association shall be a<br />
President, a secretary and a treasurer, all of whom shall be elected by and from the Board. The<br />
Directors may appoint a vice-president, an assistant secretary-treasurer or such other officers as in<br />
their judgment may be necessary.<br />
5.02 ELECTION OF OFFICERS. Except as otherwise provided in this Section<br />
5.02, the officers of the Association shall be elected annually by the Board at the first regular<br />
meeting of each Board held after the Annual Meeting. The Directors named in the Articles shall<br />
elect officers to serve until the first Annual Meeting of Members. The Directors elected at such<br />
Annual Meeting shall elect officers to serve until the next Annual Meeting or until their successors<br />
shall be elected and qualified.<br />
5.03 REMOVAL OF OFFICERS. Upon affirmative vote of a majority of the<br />
Directors, any officer may be removed, either with or without cause, and his successor elected at any<br />
special meeting of the Board called for such purpose.<br />
5.04 PRESIDENT. The President shall be the chief executive officer of the<br />
Association. He shall preside at all meetings of the Association and of the Board. He shall have all<br />
the general powers and duties which are usually vested in the office of President of an association,<br />
including, but not limited to, the power to appoint committees from among the Owners from time to<br />
time as he may in his discretion decide are appropriate to assist in the conduct of the affairs of the<br />
Association. The President shall execute all leases, deeds of trust, deeds and other written<br />
instruments and shall co-sign all checks and promissory notes on behalf of the Association unless<br />
others are so authorized by resolution of the Board.<br />
5.05 SECRETARY. The secretary shall keep the minutes of all meetings of the<br />
Board and the minutes of all meetings of the Association; he shall have charge of such books and<br />
papers as the Board may direct; and he shall, in general, perform all the duties incident to the office<br />
of secretary.<br />
5.06 TREASURER. The treasurer shall have responsibility for the Association<br />
funds and securities and shall be responsible for keeping thll and accurate accounts of all receipts<br />
and disbursements and books belonging to the Association. He shall be responsible for the deposit<br />
of all monies and valuable effects in the name, and to the credit, of the Association in such<br />
depositories as may from time to time be designated by the Board<br />
. The treasurer shall co-sign all<br />
checks and promissory notes on behalf of the Association unless others are so authorized by<br />
resolution of the Board.<br />
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ARTICLE SIX<br />
POWERS AND DUTIES OF THE BOARD<br />
6.01 EXERCISE OF POWERS OF ASSOCLATION. The powers of the<br />
Association shall be vested in, exercised by, and under authority of, and the affairs of the Association<br />
shall be managed and controlled by the Board.<br />
6.02 POWERS. The Board shall have:<br />
(1) The power to exercise for the Association all powers, duties and authority<br />
vested in the Association and not reserved to the Members by other<br />
provisions of these Bylaws, the Articles, the Declaration, or Chapters 82 or<br />
116 of the N.R.S..<br />
(2) The powers and duties specifically conferred upon it by Chapter 82 and<br />
Chapter 116 of the N.R.S., the Articles, these Bylaws and the Declaration.<br />
(3) All other powers and duties necessary for the administration of the affairs of<br />
the Association and for the enforcement of the provisions of the Articles,<br />
these Bylaws and the Declaration.<br />
(4) The power to hire a professional manager or management company to<br />
perform such duties as the Board may designate.<br />
(5) The power to adopt Rules.<br />
6.03 MANAGER. The Board may delegate only those of its powers to other<br />
persons or a managing agent as are specifically provided for in the Declaration.<br />
6.04 DUTIES. The Board shall keep a copy of the following records at its<br />
registered office:<br />
(1) copy, certified by the Secretary of State, of the Articles of Incorporation and<br />
all amendments thereto;<br />
(2) A copy, certified by an officer of the Association, of the Bylaws of the<br />
Association and all amendments thereto;<br />
(3) A Members' ledger or a duplicate Members' ledger, revised annually,<br />
containing the names, alphabetically arranged, of all persons who are<br />
members of the Association, showing their places of residence, if known, or<br />
in lieu of the Members' ledger or duplicate Members' ledger specified above,<br />
a statement setting out the name of the custodian of the Members' ledger or<br />
duplicate Members' ledger, and the present and complete post office address,<br />
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s
including street and number, if any, where the Members ledger or duplicate<br />
Members ledger specified in this Article Six is kept.<br />
(4) The financial statement of the Association. A financial statement shall be a<br />
balance sheet showing profit and loss of the Association and the Reserve<br />
Fund.<br />
(5) The budget.<br />
(6) The study of the Reserve Fund.<br />
(7) The minutes of Member and Board meetings which shall be available within<br />
30 days of the meeting for which the minutes were taken.<br />
The Association must maintain the records in written form or in another form, capable of conversion<br />
into written form at a reasonable time. The records shall be provided to any Unit Owner who<br />
requests a copy within 14 days of the request. The Board may charge a reasonable fee, not to exceed<br />
twenty five cents per page, for copies.<br />
6.05 FINES. The Board shall have the power to levy fines against a Unit Owner<br />
for any violation of the Declaration, these Bylaws andlor any Rules in accordance with the<br />
procedures established in the Declaration. The Board shall first enact a schedule of fines and provide<br />
copies thereof to all Members, and no Member may be subjected to a fine without first having<br />
received such schedule not less than thirty (30) days prior to any attempt to levy a fine.<br />
ARTICLE SEVEN<br />
ASSESSMENTS AND THE BUDGET<br />
7.01 FISCAl YEAR. The fiscal year of the Association shall be the calendar year.<br />
7,02 BUDGETS. The Board shall, not less than thirty (30) days nor more than<br />
sixty (60) days before the beginning of the fiscal year of the Association, prepare and distribute to<br />
each Unit Owner a copy of:<br />
(I)<br />
The budget for daily operation of the Association. The budget must include,<br />
without limitation, the estimated annual revenue and expenditures of the<br />
Association and any contributions to be made to the Reserve Account of the<br />
Association.<br />
(2) The budget to maintain the Reserve Account which must include, without<br />
limitation:<br />
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(1) the current estimated replacement cost, estimated remaining life and<br />
estimated useful length of each major component of the Common<br />
Elements;<br />
(2) as of the end of the fiscal year for which the budget is prepared, the<br />
current estimate of the amount of cash reserves that are necessary, and<br />
the current amount of accumulated cash reserves that are set aside, to<br />
repair, replace and restore the major components of the Common<br />
Elements;<br />
(3) a statement as to whether the Board has determined or anticipated that<br />
the levy of one or more special assessments will be required to repair,<br />
replace or restore any major component of the Common Elements or<br />
to provide adequate reserves for that purpose; and<br />
(4) a general statement describing the procedures used for the estimation<br />
and accumulation of cash reserves pursuant to subparagraph 2,<br />
including, without limitation, the qualifications of the person<br />
responsible for the preparation of the reserve study required by N.R.S.<br />
116.31152.<br />
(3) The Board may distribute copies of the budgets of the Association required<br />
by this Article 9 or, in lieu of distributing copies, the Board may distribute to<br />
each Member a summary of those budgets, accompanied by written notice<br />
that the budgets are available for review at the business office of the<br />
Association or other suitable location and that copies of the budgets will be<br />
provided upon request.<br />
7.03 RESERVE STUDY. The Board shall cause to be conducted at least once<br />
every five (5) years, a study of the reserves required to repair, replace and restore the major<br />
components of the Common Elements and review the results of such study at least annually to<br />
determine if those reserves are sufficient, and make such adjustments as it deems necessary to<br />
maintain the required reserves. The study ofthe reserves must be conducted by aperson qualified by<br />
training and experience to conduct such a study, including a member of the Board, a Unit Owner, or<br />
the Property Manager if so qualified. The study must include, without limitation:<br />
(I)<br />
A summary of an inspection of the major components of the Common<br />
Elements the Association is obligated to repair, replace or restore;<br />
(2) An identification of the major components of the Common Elements that the<br />
Association is obligated to repair, replace or restore, whichever remaining<br />
useful life of less than thirty (30) years;<br />
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(3) An estimate of the remaining useful life of each major component identified<br />
pursuant to paragraph (B);<br />
(4) An estimate of the costs of repair, replacement or restoration of each major<br />
component identified pursuant to paragraph (B) above during and at the end<br />
of its useful life; and<br />
(5) An estimate of the total aimual assessment that maybe required to cover the<br />
cost of repairing, replacement or restoration of the major components<br />
identified pursuant paragraph (B) above, after subtracting the reserves the<br />
Association as of the date of the study.<br />
7.04 SIGNATURES. Any and all accounts of the Association, including the<br />
Reserve Account, may not be withdrawn without the signature of at least two (2) Directors or the<br />
signatures of at least one (1) Director and one (1) officer of the Association who is not a Director.<br />
ARTICLE EIGHT<br />
INDEMNIFICATION<br />
When a Member of the Board is sued for liability for actions undertaken in his role as<br />
a Member of the Board, the Association shall indenmify him for his losses or claims, and undertake<br />
all costs of defense, until and unless it is proven that he acted with willful or wanton misfeasance or<br />
with gross negligence. After such proof; the Association is no longer liable for the cost of defense,<br />
and may recover costs already expended from the Member of the Board who so acted. Members of<br />
the Board are not personally liable to the victims of crimes occurring on the Project.<br />
ARTICLE NINE<br />
AMENDMENT<br />
9.01 Amendment to the Bylaws. These Bylaws may be amended at any regular or<br />
special meeting of the Members by a vote of a Majority. A copy of any amendment to these Bylaws<br />
shall be mailed to each Unit Owner.<br />
9.02 Amendments to Declaration. The President, the secretary arid the treasurer of<br />
the Association, or any one of them, may prepare or cause to be prepared, and shall execute, certify<br />
and record amendments to the Declaration on behalf of the Association that have been duly adopted<br />
as provided in the Declaration.<br />
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ARTICLE TEN<br />
DISSOLUTION<br />
In the event of dissolution of the Association, which can onlybe done in compliance<br />
with N.R.S. Chapter 82, upon such dissolution the assets shall be distributed in accordance with<br />
N.R.S. Section 82.461 and N.R.S. Section 116.2118 or any replacement sections.<br />
ARTICLE ELEVEN<br />
MISCELLANEOUS<br />
11.01 Notice. Any notice permitted or required to be delivered by the terms of these<br />
Bylaws may be delivered either by hand delivery or by mail or by electronic mail [if offered by the<br />
Association], however, a notice of a meeting of the Board may be provided by publication in a<br />
newsletter or similar publication circulated to each Unit Owner. If delivery is by mail, it must be<br />
directed to the Member at the mailing address of each Unit or to any other mailing address<br />
designated in writing by a Member, and upon the mailing of any notice, the service thereof is<br />
complete and the time of the notice begins to run from the date on which such notice is deposited in<br />
the mail for transmission to the Member. Delivery by electronic mail may be sent only at the request<br />
of the Member and then to an electronic mail address designated in writing by the Member. The<br />
address of any Member may be changed on the records of the Association from time to time by<br />
notice in writing to the Secretary.<br />
(a)<br />
(b)<br />
The notice of any meeting shall be in writing and shall be signed by the<br />
President or the Secretary of the Association or by such other persons as may<br />
be designated by the Board of Directors, or if sent by electronic mail shall<br />
contain an appropriate electronic signature.<br />
The notice of any meeting of the Members must:<br />
(1) state the time and place of the meeting, and<br />
(2) include a copy of the agenda which must:<br />
(1) Consist of a clear and concise statement of the topics<br />
scheduled to be considered including the general nature of<br />
any proposed amendment to the Declaration or these Bylaws,<br />
any budgetary changes or any proposal to remove an officer of<br />
the Association or any Member of the Board.<br />
(2) Include a list of items on which action may be taken.<br />
(3) Clearly denote that action may be taken on the items.<br />
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(4) Include a period for comment by Unit Owners. No action<br />
may be taken on any item brought up under this topic except<br />
for emergencies.<br />
and,<br />
(3) state that a copy of the minutes, or a summary, will be available to a<br />
Unit Owner upon request, and ifrequired by the Board, upon payment<br />
of the costs associated with distribution to the Member.<br />
(3) The notice of any meeting of the Board must:<br />
(1) state the time and place of the meeting;<br />
(2) include a copy of the agenda, or advise where a copy of the agenda<br />
may be obtained;<br />
(1) state that a copy of the minutes, or a summary, will be available to a<br />
Unit Owner upon request, and ifrequired by the Board, upon payment<br />
of the costs associated with distribution to the Member;<br />
(2) advise the Unit Owners of their right to speak to the Board, unless the<br />
Board is meeting in executive session.<br />
11.02 Definitions, he following terms shall have the meaning set opposite them.<br />
Terms used herein and not defined herein shall have the meanings given to them in the Declaration<br />
and the Articles oflncorporation ("Articles") which are incorporated herein and made part hereofby<br />
reference:<br />
"Annual Meeting" shall mean the meeting of the Members set forth in Section 2.01.<br />
"Board" means the Board of Directors of this Association.<br />
"Declaration" for<br />
the purposes of these Bylaws shall mean the Declaration of<br />
Covenants, Conditions and Restrictions recorded in the Official Records of Clark County, Nevada,<br />
as the same may from time to time be amended in accordance with terms thereof.<br />
"Director" means a member of the Board.<br />
"Member" shall refer to the Owner of a Unit if there is one Owner, or collectively to<br />
all of the Owners of a Unit if there is more than one Owner.<br />
"Majority or Majority of Unit Owners" shall mean the Unit Owners with more than 50 percent<br />
of the votes in the Association.<br />
means Nevada Revised Statutes.<br />
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ARTICLE TWELVE<br />
ADDITIONAL APPROVALS<br />
During the Declarant Control Period under the Declaration and these Bylaws pursuant<br />
to N.R.S. 116.3 1103(4), the following shall require the approval of the United States Department of<br />
Housing and Urban Development ("MUD") andlor Veterans Affairs ("VA"): (i) annexation of<br />
additional real property to the Project, (ii) mergers, consolidations or dissolution of the Association,<br />
or any other action which would materially affect the basic organization of the Association, (iii) any<br />
dedication, conveyance or mortgage of the Common Area, and (iv) all amendments to these Bylaws.<br />
A draft of any amendment to these Bylaws shall be submitted to I-IUD andlor VA for its approval<br />
prior to its approval by the Association.<br />
I, the undersigned, do certif':<br />
CERTIFICATE OF SECRETARY<br />
That I am the duly elected, qualified and acting Secretary of "<strong>CENTENNIAL</strong><br />
<strong>VILLAGE</strong> <strong>SOUTH</strong> <strong>HOMEOWNERS'</strong> <strong>ASSOCIATION</strong>" and that the above and foregoing Bylaws<br />
were adopted as the Bylaws ofthe Association by the Directors by unanimous written consent on the<br />
day of .54/°7rP2t&E1'C , 2003.<br />
IN WITNESS WHEREOF, I have hereunto set my hand this /1s( day<br />
_____________________ 2003.<br />
Mici6le Loke7'tary<br />
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UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF<br />
<strong>CENTENNIAL</strong> <strong>VILLAGE</strong> <strong>SOUTH</strong> <strong>HOMEOWNERS'</strong> <strong>ASSOCIATION</strong><br />
A Nevada Corporation<br />
The undersigned, being all of the Members of the Board of Directors of<br />
"CENTENNTAL <strong>VILLAGE</strong> <strong>SOUTH</strong> <strong>HOMEOWNERS'</strong> <strong>ASSOCIATION</strong>", a Nevada nonprofit<br />
comoration (the "Association"), do hereby unanimously consent, in writing, to the adoption of the<br />
following resolution:<br />
RESOLVED: That the following persons are appointed as officers of the Association to<br />
serve at the pleasure of the Board of Directors:<br />
President - Cherry! Davin<br />
Secretary - Michele Loker<br />
Treasurer - Cheryl Daly<br />
RESOLVED: That the Bylaws in the form of Exhibit "A" attached hereto and made part<br />
hereof by referenced are hereby adopted as the Bylaws of the Association.<br />
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written<br />
Consent as of the ,