CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION ...

BYLAWS
OF
CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION
ARTICLE ONE
MEMBERS AND MEMBERSHIP RIGHTS
1.01 APPLICATION. These Bylaws are applicable to the development known as
Centennial Village South (the "Project"). All present and future Unit Owners, their tenants, agents
and representatives, and any other person who might use the Project or any part of the Project in any
manner, are subject to these Bylaws, the Declaration and any rules and regulations adopted by the
Board of Directors, along with any amendments thereto.
1.02 MEMBERSHIP. The Members of the Association shall be the Owners of the
Units. The Owner(s) of each Unit shall have one (1) membership in the Association. The number of
memberships in the Association shall be equal to the number of Units within the Project. Except as
otherwise provided in Sections 4.02 and 4.03, each Member shall have equal rights, duties, and
obligations with each other Member as those rights, duties and obligations are set forth in the
Declaration, the Articles, these Bylaws, arid the Rules as the same may from time to time be
amended.
ARTICLE TWO
MEETINGS OF THE MEMBERS
2.01 ANNUAL MEETING. An Annual Meeting of the Members shall be held in
the month of May of each year. The date, time and place, which must be within Clark County, State
of Nevada, shall be determined by the Board with written notice delivered to the Members not less
than ten (10) nor more than sixty (60) days prior to the date fixed for such meeting.
2.02 SPECIAL MEETINGS. Special meetings of the Members maybe called by
the President of the Association, a majority of the Board orby Members having ten percent (10%) or
more of the votes in the Association. The demand by the Members must state the purpose for the
meeting. The Members making the demand on the Association must sign, date and deliver their
demand to the President or the treasurer of the Association. The Association must then immediately
give notice of a special meeting of the Members.
2.03 MEETINGS REGARDING CAPITAL IMPROVEMENTS OR LITIGATION.
The Association shall provide written notice to each Unit Owner of a meeting at which an
assessment for capital improvement or the commencement of a civil action is to be considered or
action is to be taken on such an assessment at least twenty-one (21) calendar days before the meeting.
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2.04 RECORD DATE FOR MEMBERS. For the purpose of determining Members
entitled to notice of or to vote at any meeting or at any adjournment thereof; the Board may fix, in
advance, a date as a record date for any such determination of Members. Such record date shall not
be more than sixty (60) or less than ten (10) days before the date of such meeting.
2.05 OUORUIM. The presence at any meeting of the Members having ten percent
(10%) of the total voting power of the Association shall constitute a quorum. Unless otherwise
expressly provided herein, any action may be taken at any meeting of the Members at which a
quorum is present upon the affirmative vote of a Majority of Unit Owners which votes may be cast in
person or by proxy, provided however that voting for the election of the Directors may not be done
by proxy. If any meeting cannot be held because a quorum is not present, the Members present,
either in person or by proxy, may except as otherwise provided bylaw, adjourn the meeting to a time
of not less than forty-eight (48) hours nor more than thirty (30) days from the time the original
meeting was called, at which time the quorum requirement shall be at least fifteen percent (15%) of
the total voting power of the Association.
2.06 PROCEDURAL RULES. At any meeting of the Members, all procedures for
such meeting shall be conducted in accordance with Robeits Rules of Order. The President shall
determine the edition of the Robert1s Rules of Order that shall be applicable at the meeting.
2.07 AGENDA. At any meeting of the Members there shall be an agenda
identifying the topics for consideration, which items are proposed for action at the meeting, and a
period of time for comments by Members.
2.08 CONDUCT OF THE MEETING. All meetings shall be conducted in
conformance with the requirements of these Bylaws, the provisions of N.R.S. Chapter 116, the
Declaration, the Articles and all other provisions ofNevada law. To the extent these Bylaws conflict
with any provision of N.R.S. Chapter 116, the Declaration, the Articles or any other provision of
Nevada law, then the conflicting provisions of these Bylaws shall be considered amended to conform
with the other applicable provision. A Unit Owner may attend any meeting of the Members and
speak at any such meeting. The Board may establish reasonable limitations on the time a Unit
Owner may speak at such a meeting.
2,09 VOTING. Except as otherwise provided in Sections 4.02 and 4.03, each
Member shall be entitled to one (1) vote for each Unit owned by such Member; provided, however,
that the Association may not cast any vote otherwise allocated to it for any Unit it may own. No vote
allocated to a Unit owned by the Association may be cast.
2.10 EXERCISE OF VOTING RIGHTS. In the case of a Unit owned by two (2) or
more persons or entities, the voting power shall be exercised by only one of them. If only one (1) of
several Owners of a Unit is present at a meeting ofthe Association, that Owner is entitled to cast the
vote allocated to that Unit, If more than one (1) of the Owners are present, the vote allocated to that
Unit may be cast only in accordance with the agreement of a majority in interest of the Owners of
that Unit. There shall be deemed to be a majority agreement among several Owners of a Unit if any
one of the Owners casts the vote allocated to that Unit without protest made promptly to the person
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presiding over the meeting by any of the other Owners of the Unit. In the event there is no such
protest, it will be conclusively presumed for all purposes that the Owner who cast the vote for a
particular Unit was acting with the authority and consent of all other Owners of the same Unit.
2.11 PROXIES. At any meeting of the Members of the Association, any Member
may designate a member of his immediate family, a tenant of his Unit or another Unit Owner as
proxy or proxies. If any Member designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if only one is present, then that one, has and may exercise all
of the powers conferred by the Member upon all of persons designated unless the Member provides
otherwise. If a Unit is owned by more than one person or entity, each owner of a Unit may vote or
register protest to the casting of votes by the other Owner or Owners of such Unit through an
executed proxy. No proxy shall be valid unless it is dated and designates the votes that must be cast
on behalf of the Unit Owner who executed the proxy. The proxy holder must disclose at the
beginning of the meeting for which the proxy is executed the number of proxies which he holds and
his voting instructions. A proxy expires immediately after the meeting for which it was given. An
Owner of a Unit may revoke a proxy only by actual notice of revocation to the person presiding over
a meeting of the Association. A proxy may not be used to cast a vote for the election of a Director or
Directors.
2.12 MINUTES. Not more than thirty (30) days after any meeting of the Members,
the Secretary shall cause the minutes or a summary of the minutes of the meeting to be made
available to the Members. A copy of the minutes or a summary of the minutes must be provided to
any Member who pays the Association the cost of providing the copy to him.
ARTICLE THREE
MEETINGS OF THE BOARD
3.01 REGULAR MEETINGS OF DIRECTORS. The Board shall meet at least
once every ninety (90) days. The first meeting of each newly elected Board shall be held within
thirty (30) days after the Annual Meeting of the Members.
3.02 SPECIAL MEETING OF DIRECTORS. Special meetings of the Board may
be called by the President or on the written request of two (2) or more Directors, on not less than ten
(10) days notice to each Member and Director, In case of emergency, as defined in NRS
116.31083(8), a special meeting may be held without notice.
3.03 PLACE OF MEETINGS. The Board may hold meetings, both regular and
special, upon the Project or at any other reasonable place within Clark County, State of Nevada.
3.04. EXECUTWE SESSION. Members shall not be permitted to attend an
Executive Session of the Board. The Board may meet in executive session to:
(1) Consult with an attorney for the Association on matters relating to proposed
or pending litigation if the contents of the discussion would otherwise be
governed by the privilege set forth in NRS 49.035 to 49.115, inclusive;
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(2) Discuss matters relating to personnel;
(3) Discuss a violation of the Governing Documents alleged to have been
violated by a Unit Owner, including, without limitation, the failure to pay an
assessment, unless the Unit Owner requests the meeting be open. The Unit
Owner may attend the hearing and testif, concerning the alleged violation,
but may be excluded by the Board from any other portion of the hearing,
including the deliberations.
3.05 QUORUM TIN VOTING. A majority of the Members of the Board at a
meeting duly assembled is necessary to constitute a quorum, and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by NRS, by the Declaration or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board, the Directors present
may adjourn the meeting from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
3.06 COMPENSATION OF DIRECTORS. No Director shall receive
compensation for any services he may render to the Association; however, any Director may be
reimbursed for his actual expenses incurred in the performance of his duties.
3.07 RECORD. The Board shall cause to be kept a complete record of all its acts
and corporate affairs and to present a statement thereofto the Members at the Annual Meeting ofthe
Members. Any matters discussed at an Executive Session must be generally noted in the minutes,
and the minutes any decision made. Any decision made in Executive Session pursuant to Sectiori
3.04 (C) shall be made available upon request of the affected Unit Owner.
3.08 CONDUCT OF THE MEETiNG. All meetings shall be conducted in
conformance with the requirements of these Bylaws, the provisions of N.R.S. Chapter 116, the
Declaration, the Articles and all other provisions of Nevada law. To the extent these Bylaws conflict
with any provision of N.R.S. Chapter 116, the Declaration, the Articles or any other provision of
Nevada law, then the conflicting provisions of these Bylaws shall be considered amended to conform
with the other applicable provision. Except as set forth in Section 3.04, a Unit Owner may attend
any meeting of the Board and speak at any such meeting. The Board may establish reasonable
limitations on the time a Unit Owner may speak at such a meeting.
ARTICLE FOUR
ELECTION OF DIRECTORS
4.01 QUALIFICATIONS. The Directors, except for the Directors appointed by
Declarant in accordance with these Bylaws, the Declaration and the Articles, and the first Board
named in the Articles of Incorporation, shall be Members of the Association. The following
described persons may serve on the Board as representatives of Members which are not natural
persons: one officer, employee, agent or director of a corporation which is a Member, one general
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partner of a partnership which is a Member, one trustee or beneficiary of a trust which is a Member,
one member of a limited liability companywhich is a Member, and one personal representative of an
estate which is a Member. In all events where the person serving or offering to serve as an officer of
the Association or a Director is not the record owner of a Unit, he shall file proof of authority with
the Secretary and such proof shall be kept in the records of the Association.
4.02 APPOINTMENT AND REMOVAL OF MEMBERS OF THE BOARI) OF
DIRECTORS OF THE ASSOCIATION. Subject to the provisions of Section 4.03, Declarant
reserves the right to appoint and remove all of the Directors and all of the Officers of the Association
until the earlier of the following events:
(1) Sixty (60) days after conveyance of seventy-five percent (75%) of the Units
to Owners other than Declarant (herein "Purchasers"); or
(2) Two (2) years after Declarant has ceased to offer for sale in the ordinary
course of business any Units within the Project; or
(3) In the event and at such time as the Declarant waives by written instrument
the rights reserved by Declarant under this subparagraph (b), and such written
waiver is recorded in the official records of the County Recorder of Clark
County, Nevada. Declarant shall have the right to designate a person or
persons who are entitled to exercise the rights reserved to Declarant under
this subparagraph (b). The date on which the rights reserved by Declarant
under this subparagraph (b) terminate is herein called the "Declarant's Control
Termination Date." From and after the Deciarant=s Control Termination
Date, the Board of Directors and the officers of the Association shall be
elected and appointed as provided in the Articles and these Bylaws.
4.03 COMPOSITION OF BOARD OF DIRECTORS. The initial Board shall be
composed of three (3) Directors. Notwithstanding anything to the contrary set forth herein, upon the
conveyance of twenty-five percent (25%) of the Units within the Project to Owners other than
Declarant, the Board shall expand to four (4) Directors and one Director shall be elected by Owners
other than the Declarant. Upon the conveyance offiftypercent (50%) of the Units within the Project
to Owners other than Declarant, the Board shall expand to five (5) Directors and two Directors shall
be elected by Owners other than the Deelarant, Upon the Declarant's Control Termination Date, the
Owners shall elect a Board of at five (5) Directors, at least a majority of whom must be Owners.
Whenever the Members are required to elect Directors, such election shall be held in accordance
with Section 4.04 hereof. After the Declarant's Control Termination Date, the Board may fix the
number of Directors which shall be not less than three (3) and not more than five (5).
4.04 NOMINATION AND ELECTION OF DIRECTORS. Whenever the
Members are required to elect a Director pursuant to Section 4.03, such election shall occur within
sixty (60) days after the occurrence of the event which caused the requirement, otherwise Directors
elected by the Members shall be elected at the Annual Meeting. Subject to right of the Declarant to
appoint the Board in accordance with these Bylaws, the Declaration, and the Articles, nominations
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for election to the Board shall be made by a nominating committee. Not less than 30 days before the
preparation of ballots for the election of Directors, the Secretary shall cause notice to be given to
each Unit Owner of his/her eligibility to be a Director. Each Unit Owner eligible to be a Director
may have his/her name placed on the ballot along with the names of the nominees selected by the
Directors or a nominating committee. The Secretary shall cause to be sent prepaid by United States
mail to the mailing address of each Unit within the Common Interest Community or to any other
mailing address designated in writing by the Unit Owner, a secret ballot and a return envelope. The
nominating committee shall consist of a chairman, who shall be a Member of the Board, and two (2)
or more Members of the Association. The nominating committee shall be appointed by the Board
prior to each Annual Meeting to serve from the close of such Annual Meeting until the close of the
next Annual Meeting. The nominating committee shall make as many nominations for election to
the Board as it shall in its discretion determine, but not less than the number of vacancies there are to
be filled. Elections of Directors must be by secret ballot with the results counted in public.
4.05 ELECTION. Subject to the right of the Declaration to appoint the Board in
accordance with these Bylaws, the Declaration, and the Articles, the Directors shall be chosen by a
plurality of the votes cast at the election for such Directors to be held in accordance with the Articles
and these Bylaws. A Member shall have the right to cumulate his or her votes at any election of
Directors, and give one candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the member is entitled, or to distribute the member=s
votes on the same principle among as many candidates as he or she shall think fit. All votes cast for
the election of Directors shall be by secret written ballot, which secret ballots must be counted in
public. Votes for election of Directors may not be cast by proxy. Subject to the right of the
Declarant to appoint the Board in accordance with these Bylaws, the Declaration, and the Articles, if
for any reason a Director shall not be elected at the Annual Meeting, they may be elected at any
special meeting of the Members called and held for that purpose. Within thirty (30) days of election,
the elected Director shall certiñ' in writing that he or she has read the Declaration, these Bylaws, the
Articles, the Rules and Regulations and the provisions ofN.R.S. Chapter 116 and understands them
to the best of his or her ability.
4.06 TERM. The term of all Directors shall be two (2) years. Any Directormaybe
elected to succeed himselfTherself.
4.07 VACANCIES RESULTING FROM RESIGNATION OR DEATH.
Vacancies in the Board, including those caused by an increase in the number of Directors or the
removal of a Director, may be filled by a majority vote of the Directors in office, though less than a
quorum, and the Directors so chosen shall hold office until the next Annual Meeting of Members.
4.08 REMOVAL BY MEMBERS. The Members by a two-thirds (2/3rds) vote of
all Members entitled to vote at any meeting of the Members at which a quorum is present may
remove any Member of the Board, with or without cause, other than a Member of the Board
appointed by Declarant.
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ARTICLE FIVE
OFFICERS
5.01 DESIGNATION. The principal officers of the Association shall be a
President, a secretary and a treasurer, all of whom shall be elected by and from the Board. The
Directors may appoint a vice-president, an assistant secretary-treasurer or such other officers as in
their judgment may be necessary.
5.02 ELECTION OF OFFICERS. Except as otherwise provided in this Section
5.02, the officers of the Association shall be elected annually by the Board at the first regular
meeting of each Board held after the Annual Meeting. The Directors named in the Articles shall
elect officers to serve until the first Annual Meeting of Members. The Directors elected at such
Annual Meeting shall elect officers to serve until the next Annual Meeting or until their successors
shall be elected and qualified.
5.03 REMOVAL OF OFFICERS. Upon affirmative vote of a majority of the
Directors, any officer may be removed, either with or without cause, and his successor elected at any
special meeting of the Board called for such purpose.
5.04 PRESIDENT. The President shall be the chief executive officer of the
Association. He shall preside at all meetings of the Association and of the Board. He shall have all
the general powers and duties which are usually vested in the office of President of an association,
including, but not limited to, the power to appoint committees from among the Owners from time to
time as he may in his discretion decide are appropriate to assist in the conduct of the affairs of the
Association. The President shall execute all leases, deeds of trust, deeds and other written
instruments and shall co-sign all checks and promissory notes on behalf of the Association unless
others are so authorized by resolution of the Board.
5.05 SECRETARY. The secretary shall keep the minutes of all meetings of the
Board and the minutes of all meetings of the Association; he shall have charge of such books and
papers as the Board may direct; and he shall, in general, perform all the duties incident to the office
of secretary.
5.06 TREASURER. The treasurer shall have responsibility for the Association
funds and securities and shall be responsible for keeping thll and accurate accounts of all receipts
and disbursements and books belonging to the Association. He shall be responsible for the deposit
of all monies and valuable effects in the name, and to the credit, of the Association in such
depositories as may from time to time be designated by the Board
. The treasurer shall co-sign all
checks and promissory notes on behalf of the Association unless others are so authorized by
resolution of the Board.
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ARTICLE SIX
POWERS AND DUTIES OF THE BOARD
6.01 EXERCISE OF POWERS OF ASSOCLATION. The powers of the
Association shall be vested in, exercised by, and under authority of, and the affairs of the Association
shall be managed and controlled by the Board.
6.02 POWERS. The Board shall have:
(1) The power to exercise for the Association all powers, duties and authority
vested in the Association and not reserved to the Members by other
provisions of these Bylaws, the Articles, the Declaration, or Chapters 82 or
116 of the N.R.S..
(2) The powers and duties specifically conferred upon it by Chapter 82 and
Chapter 116 of the N.R.S., the Articles, these Bylaws and the Declaration.
(3) All other powers and duties necessary for the administration of the affairs of
the Association and for the enforcement of the provisions of the Articles,
these Bylaws and the Declaration.
(4) The power to hire a professional manager or management company to
perform such duties as the Board may designate.
(5) The power to adopt Rules.
6.03 MANAGER. The Board may delegate only those of its powers to other
persons or a managing agent as are specifically provided for in the Declaration.
6.04 DUTIES. The Board shall keep a copy of the following records at its
registered office:
(1) copy, certified by the Secretary of State, of the Articles of Incorporation and
all amendments thereto;
(2) A copy, certified by an officer of the Association, of the Bylaws of the
Association and all amendments thereto;
(3) A Members' ledger or a duplicate Members' ledger, revised annually,
containing the names, alphabetically arranged, of all persons who are
members of the Association, showing their places of residence, if known, or
in lieu of the Members' ledger or duplicate Members' ledger specified above,
a statement setting out the name of the custodian of the Members' ledger or
duplicate Members' ledger, and the present and complete post office address,
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including street and number, if any, where the Members ledger or duplicate
Members ledger specified in this Article Six is kept.
(4) The financial statement of the Association. A financial statement shall be a
balance sheet showing profit and loss of the Association and the Reserve
Fund.
(5) The budget.
(6) The study of the Reserve Fund.
(7) The minutes of Member and Board meetings which shall be available within
30 days of the meeting for which the minutes were taken.
The Association must maintain the records in written form or in another form, capable of conversion
into written form at a reasonable time. The records shall be provided to any Unit Owner who
requests a copy within 14 days of the request. The Board may charge a reasonable fee, not to exceed
twenty five cents per page, for copies.
6.05 FINES. The Board shall have the power to levy fines against a Unit Owner
for any violation of the Declaration, these Bylaws andlor any Rules in accordance with the
procedures established in the Declaration. The Board shall first enact a schedule of fines and provide
copies thereof to all Members, and no Member may be subjected to a fine without first having
received such schedule not less than thirty (30) days prior to any attempt to levy a fine.
ARTICLE SEVEN
ASSESSMENTS AND THE BUDGET
7.01 FISCAl YEAR. The fiscal year of the Association shall be the calendar year.
7,02 BUDGETS. The Board shall, not less than thirty (30) days nor more than
sixty (60) days before the beginning of the fiscal year of the Association, prepare and distribute to
each Unit Owner a copy of:
(I)
The budget for daily operation of the Association. The budget must include,
without limitation, the estimated annual revenue and expenditures of the
Association and any contributions to be made to the Reserve Account of the
Association.
(2) The budget to maintain the Reserve Account which must include, without
limitation:
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(1) the current estimated replacement cost, estimated remaining life and
estimated useful length of each major component of the Common
Elements;
(2) as of the end of the fiscal year for which the budget is prepared, the
current estimate of the amount of cash reserves that are necessary, and
the current amount of accumulated cash reserves that are set aside, to
repair, replace and restore the major components of the Common
Elements;
(3) a statement as to whether the Board has determined or anticipated that
the levy of one or more special assessments will be required to repair,
replace or restore any major component of the Common Elements or
to provide adequate reserves for that purpose; and
(4) a general statement describing the procedures used for the estimation
and accumulation of cash reserves pursuant to subparagraph 2,
including, without limitation, the qualifications of the person
responsible for the preparation of the reserve study required by N.R.S.
116.31152.
(3) The Board may distribute copies of the budgets of the Association required
by this Article 9 or, in lieu of distributing copies, the Board may distribute to
each Member a summary of those budgets, accompanied by written notice
that the budgets are available for review at the business office of the
Association or other suitable location and that copies of the budgets will be
provided upon request.
7.03 RESERVE STUDY. The Board shall cause to be conducted at least once
every five (5) years, a study of the reserves required to repair, replace and restore the major
components of the Common Elements and review the results of such study at least annually to
determine if those reserves are sufficient, and make such adjustments as it deems necessary to
maintain the required reserves. The study ofthe reserves must be conducted by aperson qualified by
training and experience to conduct such a study, including a member of the Board, a Unit Owner, or
the Property Manager if so qualified. The study must include, without limitation:
(I)
A summary of an inspection of the major components of the Common
Elements the Association is obligated to repair, replace or restore;
(2) An identification of the major components of the Common Elements that the
Association is obligated to repair, replace or restore, whichever remaining
useful life of less than thirty (30) years;
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(3) An estimate of the remaining useful life of each major component identified
pursuant to paragraph (B);
(4) An estimate of the costs of repair, replacement or restoration of each major
component identified pursuant to paragraph (B) above during and at the end
of its useful life; and
(5) An estimate of the total aimual assessment that maybe required to cover the
cost of repairing, replacement or restoration of the major components
identified pursuant paragraph (B) above, after subtracting the reserves the
Association as of the date of the study.
7.04 SIGNATURES. Any and all accounts of the Association, including the
Reserve Account, may not be withdrawn without the signature of at least two (2) Directors or the
signatures of at least one (1) Director and one (1) officer of the Association who is not a Director.
ARTICLE EIGHT
INDEMNIFICATION
When a Member of the Board is sued for liability for actions undertaken in his role as
a Member of the Board, the Association shall indenmify him for his losses or claims, and undertake
all costs of defense, until and unless it is proven that he acted with willful or wanton misfeasance or
with gross negligence. After such proof; the Association is no longer liable for the cost of defense,
and may recover costs already expended from the Member of the Board who so acted. Members of
the Board are not personally liable to the victims of crimes occurring on the Project.
ARTICLE NINE
AMENDMENT
9.01 Amendment to the Bylaws. These Bylaws may be amended at any regular or
special meeting of the Members by a vote of a Majority. A copy of any amendment to these Bylaws
shall be mailed to each Unit Owner.
9.02 Amendments to Declaration. The President, the secretary arid the treasurer of
the Association, or any one of them, may prepare or cause to be prepared, and shall execute, certify
and record amendments to the Declaration on behalf of the Association that have been duly adopted
as provided in the Declaration.
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ARTICLE TEN
DISSOLUTION
In the event of dissolution of the Association, which can onlybe done in compliance
with N.R.S. Chapter 82, upon such dissolution the assets shall be distributed in accordance with
N.R.S. Section 82.461 and N.R.S. Section 116.2118 or any replacement sections.
ARTICLE ELEVEN
MISCELLANEOUS
11.01 Notice. Any notice permitted or required to be delivered by the terms of these
Bylaws may be delivered either by hand delivery or by mail or by electronic mail [if offered by the
Association], however, a notice of a meeting of the Board may be provided by publication in a
newsletter or similar publication circulated to each Unit Owner. If delivery is by mail, it must be
directed to the Member at the mailing address of each Unit or to any other mailing address
designated in writing by a Member, and upon the mailing of any notice, the service thereof is
complete and the time of the notice begins to run from the date on which such notice is deposited in
the mail for transmission to the Member. Delivery by electronic mail may be sent only at the request
of the Member and then to an electronic mail address designated in writing by the Member. The
address of any Member may be changed on the records of the Association from time to time by
notice in writing to the Secretary.
(a)
(b)
The notice of any meeting shall be in writing and shall be signed by the
President or the Secretary of the Association or by such other persons as may
be designated by the Board of Directors, or if sent by electronic mail shall
contain an appropriate electronic signature.
The notice of any meeting of the Members must:
(1) state the time and place of the meeting, and
(2) include a copy of the agenda which must:
(1) Consist of a clear and concise statement of the topics
scheduled to be considered including the general nature of
any proposed amendment to the Declaration or these Bylaws,
any budgetary changes or any proposal to remove an officer of
the Association or any Member of the Board.
(2) Include a list of items on which action may be taken.
(3) Clearly denote that action may be taken on the items.
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(4) Include a period for comment by Unit Owners. No action
may be taken on any item brought up under this topic except
for emergencies.
and,
(3) state that a copy of the minutes, or a summary, will be available to a
Unit Owner upon request, and ifrequired by the Board, upon payment
of the costs associated with distribution to the Member.
(3) The notice of any meeting of the Board must:
(1) state the time and place of the meeting;
(2) include a copy of the agenda, or advise where a copy of the agenda
may be obtained;
(1) state that a copy of the minutes, or a summary, will be available to a
Unit Owner upon request, and ifrequired by the Board, upon payment
of the costs associated with distribution to the Member;
(2) advise the Unit Owners of their right to speak to the Board, unless the
Board is meeting in executive session.
11.02 Definitions, he following terms shall have the meaning set opposite them.
Terms used herein and not defined herein shall have the meanings given to them in the Declaration
and the Articles oflncorporation ("Articles") which are incorporated herein and made part hereofby
reference:
"Annual Meeting" shall mean the meeting of the Members set forth in Section 2.01.
"Board" means the Board of Directors of this Association.
"Declaration" for
the purposes of these Bylaws shall mean the Declaration of
Covenants, Conditions and Restrictions recorded in the Official Records of Clark County, Nevada,
as the same may from time to time be amended in accordance with terms thereof.
"Director" means a member of the Board.
"Member" shall refer to the Owner of a Unit if there is one Owner, or collectively to
all of the Owners of a Unit if there is more than one Owner.
"Majority or Majority of Unit Owners" shall mean the Unit Owners with more than 50 percent
of the votes in the Association.
means Nevada Revised Statutes.
I:\DOCUMENTCHERRYLS WORLD\BYLAWS - CENTENNIAL VILLAGE 50 DOC
13

ARTICLE TWELVE
ADDITIONAL APPROVALS
During the Declarant Control Period under the Declaration and these Bylaws pursuant
to N.R.S. 116.3 1103(4), the following shall require the approval of the United States Department of
Housing and Urban Development ("MUD") andlor Veterans Affairs ("VA"): (i) annexation of
additional real property to the Project, (ii) mergers, consolidations or dissolution of the Association,
or any other action which would materially affect the basic organization of the Association, (iii) any
dedication, conveyance or mortgage of the Common Area, and (iv) all amendments to these Bylaws.
A draft of any amendment to these Bylaws shall be submitted to I-IUD andlor VA for its approval
prior to its approval by the Association.
I, the undersigned, do certif':
CERTIFICATE OF SECRETARY
That I am the duly elected, qualified and acting Secretary of "CENTENNIAL
VILLAGE SOUTH HOMEOWNERS' ASSOCIATION" and that the above and foregoing Bylaws
were adopted as the Bylaws ofthe Association by the Directors by unanimous written consent on the
day of .54/°7rP2t&E1'C , 2003.
IN WITNESS WHEREOF, I have hereunto set my hand this /1s( day
_____________________ 2003.
Mici6le Loke7'tary
I\DOCUVENtC}{ERRVLcS WORLDBYLAWS - CENTENNIAL VILLAGE S0 DOG
14

UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF
CENTENNIAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION
A Nevada Corporation
The undersigned, being all of the Members of the Board of Directors of
"CENTENNTAL VILLAGE SOUTH HOMEOWNERS' ASSOCIATION", a Nevada nonprofit
comoration (the "Association"), do hereby unanimously consent, in writing, to the adoption of the
following resolution:
RESOLVED: That the following persons are appointed as officers of the Association to
serve at the pleasure of the Board of Directors:
President - Cherry! Davin
Secretary - Michele Loker
Treasurer - Cheryl Daly
RESOLVED: That the Bylaws in the form of Exhibit "A" attached hereto and made part
hereof by referenced are hereby adopted as the Bylaws of the Association.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written
Consent as of the ,