Yosemite West Property &
Homeowners, Inc.



YWPHI Bylaws

Go to >>  | Article I  | Article II  | Article III  | Article IV  | Article V  | Article VI  | Article VII  | Article VIII |

Article I - Name and Purposes

1. Preamble

Yosemite West Property and Homeowners, Inc., (the "association"), shall be a non-profit corporation whose principal purpose shall be to promote and protect the best interest of the owners of land used for residential purposes in the area known as Yosemite West Unit No. 1 Subdivision ("Yosemite West"). The association shall strive for the improvement and betterment of all facilities and services within said area, and shall promote and encourage maximum community and civic spirit, and foster good will and friendship among all residents of Yosemite West. It shall cooperate with officials of Mariposa County or of any other governmental agency servicing Yosemite West, and with other civic and public organizations for the general welfare of Yosemite West.

Article II - General Powers and Limitations

1. Specific Powers

This association shall have the power to own, accept, acquire, mortgage and dispose of real and personal property, and to obtain, invest and retain funds, in advancing the purposes stated in Article I.

2. General Powers

This association shall have the power to do any lawful acts or things reasonable, necessary or desirable for carrying out the stated purposes, and for protecting the lawful rights and interests of its members in connection therewith.

3. Limitations

No member of this association, including any officer or any director, shall be personally liable for the debts, liabilities, or obligations of the association.

Article III - Membership and Dues

1. Classes of Membership

There shall be two classes of membership in the association: Member and Associate Member.

2. Qualification for Membership

3. Membership Year

The membership year commences at the close of business of the Annual Meeting of the association and ends at the close of business of the following Annual Meeting. This shall be considered an annual period. All memberships shall expire at the end of the membership year. If a member ceases to meet the qualifications for membership, that membership also shall cease.

4. Annual Dues

Each Member or Associate Member shall pay annual dues as are fixed by the Board of Directors of the association. Membership in the association shall commence on payment of full annual dues. There is no provision for refunding dues paid.

Article IV - Membership Meetings and Voting

1. Annual Meeting

An Annual Meeting of the membership of the association shall be held within one month of the Labor Day weekend of each year at a time and place to be fixed by the Board of Directors. At such meetings directors shall be elected, reports of the affairs of the association shall be made and considered, and any other business may be conducted which is proper and within the power of the association.

2. Special Meetings

Special meetings of the membership shall be called by the President whenever he or she shall deem the same necessary, or whenever he or she shall be called upon to do so by the Board of Directors or by petition of a majority of the Members in good standing.

3. Notice of Meetings

All notices of any meeting of the membership of the association shall: (a) be in writing, (b) state the purpose of the meeting, (c) state the time and location of the meeting, and (d) be mailed to each member not less than ten (10) days before the meeting date. The member's mailing address shall be that appearing on the records of the association or as given to the Secretary of the association by the Member prior to the mailing.

4. Meeting Agenda

The agenda for any meeting of the membership of the association shall be prepared by the President. If the agenda is included in the Notice of Meeting, it shall be the Official Agenda of that meeting, and voting shall be limited to items specifically identified therein. The Official Agenda may be amended at the meeting for discussion purposes only.

5. Quorum

Proxies shall be in writing subscribed by the Member subsequent to Membership and shall be presented to the presiding official of the meeting, or designee, prior to the beginning of the meeting to be qualified. The proxy shall be valid only at that meeting and shall be retained by the association for at least one year.

6. Voting

Only Members in good standing shall be entitled to vote. Voting at the Annual Meeting shall be limited to those Members in good standing on the preceding August 1. Associate Members are not eligible to vote. Each Member, personally or by proxy, shall be entitled to cast only a single vote regardless of the number of lots owned in Yosemite West. Votes may be taken by voice if there is no dissenting vote, otherwise by show of hands or by ballot. All votes shall be tabulated by not less than three directors or officers of the association. All issues voted upon shall be decided by a simple majority of votes cast, unless otherwise specified herein.

Article V - Directors

1. Number and Election

The authorized number of directors of the association is seven. Directors must be Members of the association. They shall be nominated, by the Nominating Committee or by a Member in good standing, and elected at the Annual Meeting of the membership or at a special meeting called for that purpose. Election of directors shall be by written ballot and plurality vote. A written ballot shall be used whenever there are more candidates than open positions.

2. Term of Office

The terms of office shall be three years. Three directors shall be elected the year these bylaws are adopted, and two in each of the following two years, et seq.

3. Meetings

Special or regular meetings of the Board of Directors shall be called by the President whenever he or she deems there is a necessity or whenever he or she is called upon to do so by a majority of the directors. A roll call of present and absent directors shall be recorded and minutes kept. It shall be the intent of the association that regular meetings of the Board of Directors be held at least quarterly.

4. Quorum

A majority of the number of qualified directors shall be necessary to constitute a quorum of the Board for the transaction of business. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5. Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the association shall be controlled by the Board of Directors. Without prejudice to such general powers, it is hereby expressly declared that the Board of Directors shall have the following powers:

6. Resignation

A director may resign at any time by giving written notice to the Board of Directors, or to the President or Secretary of the association. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective. A director who ceases to meet the qualifications for Membership in the association shall be considered to have resigned.

7. Removal By Members

The Members of the association may, at a special meeting called for that purpose, and by two-thirds of the written vote of all Members present in person or by proxy thereat, declare vacant the office of any member of the Board of Directors.

8. Removal By Directors

Should any director fail to attend regularly a reasonable number of duly called meetings without just cause, a majority of the directors may request his resignation. If such director fails to resign after such request and should he or she fail to attend the next regular meeting of the Board of Directors without cause, his office as a director may be declared vacant by a vote of the majority of all remaining directors.

9. Vacancies

A vacancy shall be deemed to exist in case of the death, resignation or removal of any director, or if the membership shall fail to elect the full authorized number of directors at any annual or special meeting at which any director or directors are elected. Any vacancy on the Board of Directors, other than by expiration of term of office, shall be filled by the vote of a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his or her successor is elected at the next Annual Meeting or special meeting of the Members to fill the unexpired term of office of the director replaced.

10. Compensation

The directors shall receive no compensation for their services as directors, except as reimbursement for expenditures incurred in behalf of the association.

Article VI - Officers

1. Authority, Positions and Terms

All officers are subordinate and responsible to the Board of Directors. The officers of the association shall be four in number: a President, a Vice President, a Secretary and a Treasurer. Officers shall be elected by the directors at the beginning of each membership year. The most senior director shall preside over the election of officers. The President and Vice President shall be elected from among the members of the Board of Directors, but the remaining officers may be elected from among the entire membership of the association. The offices of Secretary and Treasurer may be held by the same person. All terms of office shall expire at the end of the membership year. In addition, the Board of Directors may appoint on a membership year basis non-Board Members to non-voting, advisory positions as appropriate.

2. President

The President shall be the Chief Executive of the association, charged with the duty of supervising all of its functions, subject to the orders of the Board of Directors. He or she shall be an ex officio member of all committees and normally shall preside at all meetings of the membership and of the Board of Directors.

3. Vice President

In the President's absence or in the event of his or her inability to act, the Vice President shall perform the duties of the President. He or she shall also perform such other functions as the Board of Directors may from time to time assign.

4. Secretary

The Secretary shall conduct the correspondence of the association, issue notices of and keep minutes of all meetings of the association, be custodian of the records, and discharge such other duties as may be assigned to him or her by the Board of Directors or the President.

5. Treasurer

The Treasurer shall collect all membership dues and shall have the care and custody of all funds and property of this association. Funds shall be disbursed by him or her only upon the order of the Board of Directors or of the President. Disbursements in the form of checks shall require the signature of the Treasurer only. Disbursements over five hundred dollars ($500.) must have the prior approval of the President. The Treasurer shall submit a report for the preceding year at the Annual Meeting and shall render special reports whenever requested to do so by the Board of Directors. He or she shall deposit all funds in the name of the association in such bank or banks as may be designated from time to time by the Board of Directors. He or she shall prepare an accurate membership list and shall keep it current. An audit of the books shall be conducted prior to the Annual Meeting.

6. Removal and Resignation

Any officer may be removed from that office, with cause, by a majority vote of the full Board of Directors at any regular or special meeting thereof. Any officer may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the association. Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

7. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Article VII - Committees

1. Nominating Committees

There shall be a Nominating Committee appointed by the President each membership year from among the membership of the association. The Nominating Committee shall consist of not less than three members, the chair of which shall be a director. The Nominating Committee shall nominate at least one Member for each place on the Board of Directors to be filled by election of the Membership.

2. Audit

There shall be a review of the books of the association at least once per year. One or more auditors shall be appointed by the President.

3. Ad Hoc Committees

The President, or the Board of Directors, may appoint from among the membership of the association such ad hoc committees as may, from time to time, be deemed necessary or desirable.

Article VIII - Amendments

1. By Members

New bylaws may be adopted or these bylaws may be amended or repealed by a majority written vote of the ballots returned by the Members. Proposed amendments to these bylaws shall be submitted in writing to the Board of Directors by at least three (3) Members in good standing at least thirty (30) days prior to the Annual Meeting.

2. By Directors

Subject to the right of Members as provided in Section 1 of this Article VIII to adopt, amend or repeal bylaws, and other than a bylaw or amendment thereof changing the authorized number of directors, these bylaws may be amended, repealed or new bylaws adopted by a two-thirds vote of the full Board of Directors. Amendments so adopted must be submitted to the Membership for ratification prior to or at the next Annual Meeting.

These revised and amended bylaws to become effective at the beginning of the 2002-2003 Membership Year.

(Previous revisions and amendments were at the beginning of the 1988-1989 Membership Year.)


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Copyright text © Yosemite West Property & Homeowners, Inc. 2003-2012, Copyright photographs © John Mock 2004-2012.
All rights reserved. Unauthorized redistribution of this document is prohibited. Updated February 7, 2012.