HomeMy WebLinkAboutCantamere Condo Owners Assn Bylaws_5.22.19BYLAWS
OF
CANTAMERE VILLAGE CONDOMINIUMS OWNERS ASSOCIATION, INC.
i
TABLE OF CONTENTS
ARTICLE I: GENERAL PLAN OF OWNERSHIP ......................................................................................... 1
Section 1.1 Name .............................................................................................................................. 1
Section 1.2 Bylaws Applicability ........................................................................................................ 1
Section 1.3 Personal Application ....................................................................................................... 1
ARTICLE II: VOTING, MAJORITY OF MEMBERS, QUORUM, PROXIES ................................................. 1
Section 2.1 Voting .............................................................................................................................. 1
Section 2.2 Majority of Members ....................................................................................................... 1
Section 2.3 Quorum ........................................................................................................................... 1
Section 2.4 Proxies ............................................................................................................................ 2
ARTICLE III: ADMINISTRATION ................................................................................................................. 2
Section 3.1 Responsibilities ............................................................................................................... 2
Section 3.2 Place of Meetings ........................................................................................................... 2
Section 3.3 Annual Meetings ............................................................................................................. 2
Section 3.4 Special Meetings ............................................................................................................ 2
Section 3.5 Notice of Meetings .......................................................................................................... 2
Section 3.6 Adjourned Meetings ........................................................................................................ 2
Section 3.7 Order of Business ........................................................................................................... 3
Section 3.8 Action Without Meeting ................................................................................................... 3
Section 3.9 Consent of Absentees .................................................................................................... 3
Section 3.10 Minutes, Presumption of Notice ...................................................................................... 3
ARTICLE IV: BOARD OF DIRECTORS ....................................................................................................... 3
Section 4.1 Number and Qualification ............................................................................................... 3
Section 4.2 Powers and Duties .......................................................................................................... 3
Section 4.3 Special Powers and Duties ............................................................................................. 3
Section 4.4 Books, Financial Statements and Audit .......................................................................... 3
Section 4.5 Election and Term of Office ............................................................................................ 4
Section 4.6 Vacancies ....................................................................................................................... 4
Section 4.7 Removal of Directors ...................................................................................................... 4
Section 4.8 Organization Meeting ...................................................................................................... 4
Section 4.9 Other Regular Meetings.................................................................................................. 4
Section 4.10 Special Meetings ............................................................................................................ 4
Section 4.11 Waiver of Notice ............................................................................................................. 4
Section 4.12 Quorum and Adjournment .............................................................................................. 5
Section 4.13 Action Without Meeting ................................................................................................... 5
Section 4.14 Committees ..................................................................................................................... 5
ARTICLE V: OFFICERS ............................................................................................................................... 5
Section 5.1 Designation ..................................................................................................................... 5
Section 5.2 Removal of Officers ........................................................................................................ 5
Section 5.3 Compensation ................................................................................................................. 5
Section 5.4 President ......................................................................................................................... 5
Section 5.5 Vice President ................................................................................................................. 6
Section 5.6 Secretary ........................................................................................................................ 6
Section 5.7 Treasurer ........................................................................................................................ 6
ARTICLE VI: OBLIGATIONS OF OWNERS ................................................................................................ 6
Section 6.1 Assessments. ................................................................................................................. 6
Section 6.2 Maintenance and Repair................................................................................................. 6
ARTICLE VII: AMENDMENTS TO BYLAWS ............................................................................................... 6
ARTICLE VIII: MEANING OF TERMS ......................................................................................................... 7
ii
ARTICLE IX: CONFLICTING PROVISIONS ................................................................................................ 7
ARTICLE X: INDEMNIFICATION AND INSURANCE .................................................................................. 7
Section 10.1 Certain Definitions .......................................................................................................... 7
Section 10.2 Indemnification ................................................................................................................ 7
Section 10.3 Expenses in Successful Defense ................................................................................... 8
Section 10.4 Determination of Standard of Conduct ........................................................................... 8
Section 10.5 Advancing Expenses ...................................................................................................... 8
Section 10.6 Extent and Limitations of Indemnifications ..................................................................... 8
Section 10.7 Liability Insurance ........................................................................................................... 8
ARTICLE XI: MISCELLANEOUS ................................................................................................................. 9
Section 11.1 Checks, Drafts and Documents ...................................................................................... 9
Section 11.2 Execution of Documents ................................................................................................. 9
Section 11.3 Inspection of Bylaws ....................................................................................................... 9
Section 11.4 Fiscal Year ...................................................................................................................... 9
Section 11.5 Membership Book ........................................................................................................... 9
BYLAWS - 1
BYLAWS
OF
CANT AMERE VILLAGE CONDOMINIUMS OWNERS ASSOCIATION, INC.
ARTICLE I: GENERAL PLAN OF OWNERSHIP
Section 1.1 Name . The name of the corporation is CANTAMERE VILLAGE
CONDOMINIUMS OWNERS ASSOCIATION, INC. (the "Corporation" or “Association”). The principal
office of the Corporation shall be located in Madison County, Idaho.
Section 1.2 Bylaws Applicability . The provisions of these Bylaws of the Cantamere Village
Condominium Owners Association, Inc. (“Bylaws”) are applicable to the Project as designated as such in
the Condominium Declaration for the Cantamere Village Condominiums, recorded or to be recorded in
the office of the County Recorder, Madison County, Idaho (the “Declaration”).
Section 1.3 Personal Application . All present and future Unit Owners and their tenants,
future tenants, employees, and any other person that might use the facilities owned and/or managed
and/or maintained by the Corporation in any manner, are subject to the regulations set forth in these
Bylaws, the Declaration and the Condominium Documents, as defined in the Declaration. The mere
acquisition or rental of any of the Units within the Project or the mere act of occupancy of any Unit within
the Project will signify that these Bylaws are accepted, ratified, and will be complied with.
Section 1.4 Membership. Each person or entity holding fee simple interest of record to a Unit
(as defined in the Declaration) which is a part of the Cantamere Village Condominiums project (“Project”),
and sellers under executory contracts of sale, but excluding those having such interest merely as security
for the performance of an obligation, shall be a Member of the Corporation; provided, however, there shall
be but one (1) membership in the Corporation for each Unit located in the Project. Membership shall be
appurtenant to and may not be separated from ownership of any Unit located in the Project. Members of
the Corporation must be owners of Units within the Project.
ARTICLE II: VOTING, MAJORITY OF MEMBERS, QUORUM, PROXIES
Section 2.1 Voting. The total votes in the Association shall be equal to the number of Units.
Each Unit, including Units owned by the Grantor, shall be entitled to cast one (1) vote on any Association
matter which is put to a vote of the membership in accordance with the Declaration, the Articles and/or
the Bylaws. The vote for each such Unit must be cast as a unit, and fractional votes shall not be allowed.
In the event that a Unit is owned by more than one (1) Person and such Unit Owners are unable to agree
among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the
matter in question. If any Member casts a vote representing a certain Unit, it will thereafter be
conclusively presumed for all purposes that such Unit Owner was acting with the authority and consent of
all other Unit Owners of the same Unit unless objection thereto is made at the time the vote is cast.
Section 2.2 Majority of Members. As used in these Bylaws, the term "Majority of Members"
shall mean those Units representing fifty-one percent (51%) or more of the votes of all Units.
Section 2.3 Quorum . Except as otherwise provided in these Bylaws, the Articles of
Incorporation of the Corporation, or the Declaration, the presence in person or by proxy of Members
holding at least thirty percent (30%) of the total votes entitled to be cast shall constitute a quorum of the
Membership for the transaction of business, and the acts of a Majority of Members present at a meeting
of which a quorum is present shall be the acts of the Corporation. The Members present at a duly called
or held meeting at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough Members during the meeting to leave less than a quorum.
BYLAWS - 2
Section 2.4 Proxies. Votes may be cast in person or by proxy. Proxies must be in writing
and filed with the Secretary at least twenty-four (24) hours before the appointed time of each meeting.
Every proxy shall be revocable at the pleasure of the Member who executed the proxy and shall
automatically cease after completion of the meeting of which the proxy was filed, if filed for a particular
meeting. In no event shall a proxy be valid after eleven (11) months from the date of its execution.
ARTICLE III: ADMINISTRATION
Section 3.1 Responsibilities. The Corporation shall have the responsibility of administering
the Common Area owned and/or managed by the Corporation; approving the annual budget; establishing
and collecting all Assessments; and may arrange for the management of the same pursuant to an
agreement, containing provisions relating to the duties, obligations, removal and compensation of the
Manager, as defined below. Except as otherwise provided, decisions and resolutions of the Corporation
shall require an affirmative vote of a Majority of Members present at an annual or special meeting of the
Corporation at which a quorum is present.
Section 3.2 Place of Meetings. Meetings of the Corporation shall be held at the Project or
such other suitable place as close to the Project as practicable in Madison County as may be designated
by the Board of Directors.
Section 3.3 Annual Meetings. The first annual meeting of the Corporation shall be held
during the month of May of the first calendar year following the first sale of a Unit in the Project, at such
time and place as specified by the Board of Directors. Thereafter, the annual meetings of the Corporation
shall be held during the month of May of each year at such time and on such date as specified by the
Board of Directors. At each annual meeting there shall be elected by ballot of the Members a Board of
Directors in accordance with the requirements of these Bylaws. At each annual meeting, the Directors
shall be elected to serve for a term of one (1) year. In the event that an annual meeting is not held, or the
Directors are not elected thereat, the Directors may be elected at any special meeting held for that
purpose. The Members may also transact such other business of the Corporation as may properly come
before them at any such annual meeting.
Section 3.4 Special Meetings. It shall be the duty of the President to call a special meeting of
the Corporation as directed by resolution of the Board of Directors, or upon a petition signed by Members
having not less than twenty-five percent (25%) of the vote entitled to be cast at such meeting and having
been presented to the Secretary. The notice of all regular and special meetings shall be given as
provided in Section 3.5 of these Bylaws, and shall state the nature of the business to be undertaken. No
business shall be transacted at a special meeting except as stated in the notice, unless by consent of the
Members holding at least fifty-one percent (51%) of the votes in the Corporation, either in person or by
proxy.
Section 3.5 Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each
annual or special meeting of the Corporation, stating the purpose thereof as well as the day, hour and
place where such meeting is to be held, to each Member of record at least ten (10) but not more than
thirty (30) days prior to such meeting. The notice may set forth time limits for speakers and nominating
procedures for the meeting. The mailing of a notice, postage prepaid, in the manner provided in this
Section 3.5, shall be considered notice served, after said notice has been deposited in a regular
depository of the United States mail. If no address has been furnished the Secretary, notice shall be
deemed to have been given to a Member if posted in a conspicuous place in the Project.
Section 3.6 Adjourned Meetings. If any meeting of the Corporation cannot be organized
because a quorum has not attended, the Members who are present, either in person or by proxy, may
adjourn the meeting to a time not less than ten (10) days nor more than thirty (30) days from the time the
original meeting was called, at which meeting the quorum requirement shall be the presence in person or
by proxy of the voting Members holding at least twenty (20%) of the total votes entitled to be cast at such
meeting. Such adjourned meetings may be held without notice thereof as provided in this Article 3,
except that notices shall be given by announcement at the meeting at which such adjournment is taken.
BYLAWS - 3
If a meeting is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as
in the case of an original meeting.
Section 3.7 Order of Business. The order of business at all meetings shall be as follows:
(a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or
waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) reports of
committees; (f) election of Directors; (g) unfinished business; and (h) new business. Meetings shall be
conducted by the officers of the Corporation in order of their priority.
Section 3.8 Action Without Meeting. Any action, which under the provisions of the Idaho
Nonprofit Corporation Act may be taken at a meeting of the Corporation, may be taken without a meeting
if authorized in writing signed by all of the Members who would be entitled to vote at a meeting for such
purpose, and filed with the Secretary.
Section 3.9 Consent of Absentees. The transactions of any meeting of the Corporation,
either annual or special, however called and noticed, shall be as valid as though transacted at a meeting
duly held after regular call and notice, if a quorum be present either in person or by proxy, and if either
before or after the meeting the Members not present in person or by proxy signed a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made party of the minutes of
the meeting.
Section 3.10 Minutes, Presumption of Notice. Minutes or a similar record of the proceedings
of meetings, when signed by the President or Secretary, shall be presumed truthfully to evidence the
matters set forth therein. A recitation in the minutes of any meeting that notice of the meeting was
properly given shall be prima facie evidence that such notice was given.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1 Number and Qualification. The business and affairs of the Corporation shall be
governed and managed by a Board of Directors composed of at least three (3) Members. The initial
Board of Directors shall be comprised of three (3) Directors as stated in the Articles of Incorporation.
Directors shall not receive any salary or other compensation for their services as Directors; provided,
however, that nothing herein contained shall be construed to preclude any Director from serving the
Corporation in some other capacity and receiving compensation therefore.
Section 4.2 Powers and Duties. The Board of Directors has the powers and duties
necessary for the administration of the affairs of the Corporation, as more fully set forth in the Declaration,
and the Condominium Documents, and may do all such acts and things as are not by law or by these
Bylaws directed to be exercised and done exclusively by the Unit Owners.
Section 4.3 Special Powers and Duties. Without prejudice to such foregoing general powers
and duties, and such powers and duties as set forth in the Declaration, the Board of Directors is vested
with, and responsible for the selection, appointment and removal all officers, agents, and employees of
the Corporation, to prescribe such powers and duties for them as may be consistent with law, with the
Articles of Incorporation, the Declaration, the Condominium Documents and these Bylaws; to fix their
compensation and to require from them security for faithful service when deemed advisable by the Board
of Directors.
Section 4.4 Books, Financial Statements and Audit. The Board of Directors shall cause to be
maintained a full set of books and records showing the financial condition of the affairs of the Corporation
in a manner consistent with generally accepted accounting principles. An annual balance sheet and
operating statement reflecting income and expenditures of the Corporation shall be distributed to each
Member within ninety (90) days after the end of each fiscal year, and to first mortgagees who have in
writing requested a copy.
BYLAWS - 4
Section 4.5 Election and Term of Office. At the first annual meeting of the Corporation, and
thereafter at each annual meeting of the Corporation, new Directors shall be elected by written ballot by a
Majority of Members present at such meeting as provided in these Bylaws. The term of the Directors
shall be for one (1) year. In the event that an annual meeting is not held, or the Directors are not elected
thereat, the Directors may be elected at any special meeting held for that purpose. Each Director shall
hold office until a successor has been elected or until death, resignation, removal or judicial adjudication
of mental incompetence. Any person serving as a Director may be re-elected, and there shall be no
limitation on the number of terms during which a Director may serve. Notwithstanding the foregoing,
during the Period of Grantor Control, the Grantor shall have the right to appoint and remove the members
of the Board and the officers of the Association, who do not have to be Unit Owners.
Section 4.6 Vacancies. Vacancies in the Board of Directors caused by any reason other than
the removal of a Director by a vote of the Members shall be filled by vote of the majority of the remaining
Directors, even though they may constitute less than a quorum, and each person so elected shall be a
Director until a successor is elected at the next annual meeting, or at a special meeting called for that
purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal or
judicial adjudication of mental incompetence of any Director, or in the case the Members fail to elect the
full number of authorized Directors at any meeting at which such election is to take place.
Section 4.7 Removal of Directors. At any regular or special meeting of the Corporation duly
called, any one or more of the Directors may be removed with or without cause by a simple majority of
Members and a successor may then and there be elected to fill the vacancy thus created. Any Director
whose removal has been proposed by the Members shall be given an opportunity to be heard at the
meeting. If any or all of the Directors are so removed, new Directors may be elected at the same
meeting.
Section 4.8 Organization Meeting. The first regular meeting of a new Board of Directors shall
be held within ten (10) days of the annual meeting of the Corporation, at such place as shall be fixed and
announced by the Directors at the annual meeting, for the purpose of organization, election of officers,
and the transaction of other business. No notice shall be necessary to the new Directors in order to
constitute such meeting, provided a m ajority of the whole Board of Directors shall be present.
Section 4.9 Other Regular Meetings. Other regular meetings of the Board of Directors may
be held at such time and place as shall be determined, from time to time, by a resolution adopted by a
majority of the Directors. Notice of regular meetings of the Board of Directors shall be given to each
Director, personally or by mail or telephone, at least three (3) days prior to the day named for such
meetings, unless the time and place of such meetings is announced at the organization meeting, in which
case such notice of other regular meetings shall not be required.
Section 4.10 Special Meetings. Special meetings of the Board of Directors may be called by
the President, or, if the President is absent or refuses to act, by the Vice President, or by any two (2)
Directors. At least two (2) days notice shall be given to each Director, personally or by mail or telephone,
which notice shall state the time, place (as herein above provided) and the purpose of the meeting. If
served by mail, each such notice shall be sent, postage prepaid, to the address reflected on the records
of the Corporation, and shall be deemed given, if not actually received earlier, at 5:00 p.m. on the second
day after it is deposited in a regular depository of the United States mail as provided herein. Whenever
any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes
to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due
notice of such meeting was given to such Director, as required by law and as provided herein.
Section 4.11 Waiver of Notice. Before or at any meeting of the Board of Directors, any
Director may in writing waive notice of such meeting and such waiver shall be deemed equivalent to the
giving of such notice. Attendance by a Director at any meeting of the Board of Directors shall be waiver
of notice by that Director of the time and place thereof. If all Directors are present at any meeting of the
Board of Directors, no notice shall be required and any business may be transacted at such meeting.
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held,
BYLAWS - 5
shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the Directors not present signs such a written
waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the records of the Corporation or made a part of the
minutes of the meeting.
Section 4.12 Quorum and Adjournment. Except as otherwise expressly provided herein, at all
meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction
of business, and the acts of the majority of the Directors present at a meeting at which a quorum is
present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there is
less than a quorum present, the majority of those present may adjourn the meeting from time to time. At
any such adjourned meeting, any business which might have been transacted at the meeting as originally
called may be transacted without further notice.
Section 4.13 Action Without Meeting. The Directors shall have the right to take any action in
the absence of a meeting which they could take at a meeting by obtaining the vote or written consent of
all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the
Directors.
Section 4.14 Committees. The Board of Directors, by resolution, may from time to time
designate such committees as the Board of Directors shall desire, and may establish the purposes and
powers of each such committee created. The resolution designating and establishing a committee shall
provide for the appointment of its members, as well as a chairperson, shall state the purpose of the
committee, and shall provide for reports, termination, and other administration matters as deemed
appropriate by the Board of Directors.
ARTICLE V: OFFICERS
Section 5.1 Designation. The principal officers of the Corporation shall be a President, a
Treasurer and a Secretary, all of whom shall be elected by the Board of Directors. The Board of Directors
may appoint a Vice-President and/or an Assistant Treasurer and/or an Assistant Secretary, and such
other officers as in the Board of Directors' judgment may be necessary. One person may hold two or
more offices, except those offices of President and Secretary.
Section 5.2 Removal of Officers. Upon an affirmative vote of a majority of the entire Board of
Directors, any officer may be removed, either with or without cause, and a successor elected at any
regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such
purpose. Any officer may resign at any time by giving written notice to the Board of Directors or to the
President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and unless otherwise specified in said notice,
acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. A
vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to
such vacancy shall serve for the remainder of the term of the officer he or she replaces.
Section 5.3 Compensation. Officers, agents, and employees shall receive such reasonable
compensation for their services as may be authorized or ratified by the Board of Directors. Appointment
of any officer, agent or employee shall not of itself create contractual rights of compensation for services
performed by such an officer, agent or employee.
Section 5.4 President. The President shall be the chief executive officer of the Corporation.
The President shall preside at all meetings of the Corporation and of the Board of Directors. The
President shall have all of the general powers and duties which are usually vested in the office of the
President of a nonprofit corporation, including but not limited to the power, subject to the provisions of
Section 4.14, to appoint committees from among the Members and Owners from time to time as the
President alone may decide are appropriate to assist in the conduct of the affairs of the Corporation. The
President shall, subject to the control of the Board of Directors, have general supervision, direction and
BYLAWS - 6
control of the business of the Corporation. The President shall be ex officio a member of all standing
committees, and the President shall have such other powers and duties as may be prescribed by the
Board of Directors or these Bylaws.
Section 5.5 Vice President. The Vice President shall take the place of the President and
perform such duties whenever the President shall be absent, disabled or unable to act. If neither the
President nor the Vice President is able to act, the Board of Directors shall appoint some other member of
the Board of Directors to do so on an interim basis. The Vice President shall also perform such other
duties as shall from time to time be imposed by the Board of Directors or these Bylaws.
Section 5.6 Secretary. The Secretary shall keep the minutes of all meetings of the Board of
Directors and the minutes of all meetings of the Corporation at the principal office of the Corporation or
such other place as the Board of Directors may order. The Secretary shall keep the seal of the
Corporation in safe custody and shall have charge of such books and papers as the Board of Directors
may direct, and the Secretary shall, in general, perform all the duties incident to the office of Secretary.
The Secretary shall give, or cause to be given, notices of meetings of the Corporation and of the Board of
Directors required by these Bylaws or by law to be given. The Secretary shall maintain a book of record
Owners, and any person in possession of a Unit that is not an Owner, listing the names and addresses of
the Owners, and any person in possession of a Unit that is not an Owner, as furnished to the Corporation
and such book shall be changed only at such time as satisfactory evidence or a change in ownership of a
Unit is presented to the Secretary. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors or these Bylaws.
Section 5.7 Treasurer. The Treasurer shall: (i) have charge and custody of and be
responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due
and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of
the Corporation in such banks, trust companies or other depositories as the Board of Directors may
select; and (iii) in general perform all of the duties commonly incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the President or by the Board of Directors.
ARTICLE VI: OBLIGATIONS OF OWNERS
Section 6.1 Assessments. All Members are obligated to pay, in accordance with the
provisions of the Declaration, all Assessments levied by the Association on behalf of the Corporation to
meet all expenses of the Corporation. All delinquent Assessments shall be enforced, collected or
foreclosed in the manner provided in the Declaration.
Section 6.2 Maintenance and Repair.
(a) Every Owner must perform promptly, at the Owner's sole cost and expense, all
maintenance and repair work on such Owner's Unit as required under the provisions of the Declaration.
The Association shall establish reasonable procedures for the granting and denial of such approval in
accordance with the Declaration.
(b) As further provided in the Declaration, each Owner shall reimburse the
Corporation for any expenditures incurred in repairing or replacing any portion of the Common Area which
is damaged through the fault of the Owner, and each Owner shall promptly reimburse the Corporation for
the costs of repairing, replacing and/or maintaining that portion of the Common Area which the
Corporation has repaired, replaced or maintained pursuant to the Declaration. Such expenditures shall
include all court costs and reasonable attorneys' fees and costs incurred in enforcing any provision of
these Bylaws or the Declaration.
ARTICLE VII: AMENDMENTS TO BYLAWS
These Bylaws may be amended by the Corporation at an annual meeting or at a duly constituted
meeting of the Corporation for such purpose as provided in the Articles of Incorporation of the
BYLAWS - 7
Corporation. No amendment to these Bylaws shall take effect unless approved by at least a Majority of
Members or such other percentage as herein otherwise provided. The Grantor, without the consent of any
Unit Owner being required, shall have the right to amend the Articles or the Bylaws during the Period of
Grantor Control in order to (i) comply with any applicable law if the amendment does not adversely affect
the rights of any Unit Owner, (ii) correct any error or inconsistency in the Articles or the Bylaws if the
amendment does not adversely affect the right of any Unit Owner , (iii) comply with the requirements or
guidelines in effect from time to tim e of any governmental or quasi-governmental entity or federal
corporation guaranteeing or insuring mortgage loans or governing transactions involving mortgage
instruments including, without limitation, FNMA, FHLMC, FHA and VA, or (iv) comply with the rules or
requirements of any federal, state, or local governmental entity or agency whose approval of the Project,
the Plat or the Condominium Documents is required by law or requested by Grantor.
ARTICLE VIII: MEANING OF TERMS
Except as otherwise defined herein, all terms herein initially capitalized shall have the same
meanings as are applied to such terms in the Declaration including, without limitation, "Articles,"
"Assessment," "Unit," "Common Area," “Grantor,” “Project,” "Association," “Period of Grantor Control,”
and "Owner."
ARTICLE IX: CONFLICTING PROVISIONS
In case any of these Bylaws conflict with any provisions of the laws of the State of Idaho, such
conflicting Bylaws shall be null and void upon final court determination to such effect, but all other Bylaws
shall remain in full force and effect. In case of any conflict between the Articles of Incorporation of the
Corporation and these Bylaws the Articles shall control; and in the case of any conflict between the
Declaration and these Bylaws, the Declaration shall control.
ARTICLE X: INDEMNIFICATION AND INSURANCE
Section 10.1 Certain Definitions. For the purposes of this Article 10, "agent" means any
person who is or was a Director, officer, employee or other agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer, employee or agent of another corporation, or was
a Director, officer, employee or agent of a corporation which was a predecessor corporation of the
Corporation; "Proceeding" means any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees
and costs and any expenses of establishing a right to indemnification under Section 10.3 or paragraph (c)
of Section 10.4.
Section 10.2 Indemnification. This Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any Proceeding (other than an action by or in the right of this
Corporation to procure a judgment in its favor) by reasons of the fact that such person is or was an agent
of this Corporation, against expenses (including, without limitation, attorneys’ fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a manner which the persons
reasonably believed to be in or not opposed to the best interests of the Corporation or with respect to any
criminal proceeding that the person had reasonable cause to believe that the person’s conduct was
unlawful. However, no indemnification shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Corporation in the performance of such person’s
duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for the expenses which such court shall deem proper.
BYLAWS - 8
Section 10.3 Expenses in Successful Defense. To the extent that an agent of the Corporation
has been successful on the merits in defense of any proceeding referred to in Section 10.2 or in defense
of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
Section 10.4 Determination of Standard of Conduct. Any indemnification under this Article 10
shall be made by the Corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Section 10.2, as determined by:
(a) A majority vote of a quorum consisting of Directors who are not parties to such
proceeding;
(b) Approval or ratification by the affirmative vote of a Majority of Members entitled to
vote represented at a duly held meeting of the Corporation at which a quorum is present or by the written
consent of a Majority of Members entitled to vote. For purposes of determining the required quorum of
any meeting of the Corporation called to approve or ratify indemnification of an agent and the vote or
written consent required therefore, an agent who is a Member to be indemnified shall not be entitled to
vote thereon;
(c) The court in which such proceeding is or was pending, upon application made by
the Corporation or the agent or the attorney or other persons rendering services in connection with the
defense, whether or not such application by the agent, attorney or other person is opposed by the
Corporation; or
(d) Independent legal counsel in written opinion, engaged at the direction of a
quorum of disinterested Directors.
Section 10.5 Advancing Expenses. Expenses incurred in defending any proceeding may be
advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount, if it shall be determined ultimately that the
agent is not entitled to be indemnified as authorized in this Article 10.
Section 10.6 Extent and Limitations of Indemnifications. No indemnification or advance shall
be made under this Article, except as provided in Section 10.4(c), in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles of Incorporation,
these Bylaws, a resolution of the Board of Directors or Members or an agreement in effect at the time of
the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
This Article 10 shall create a right of indemnification for each agent referred to in this Article,
whether or not the proceeding to which the indemnification relates arose in whole or in part prior to
adoption of this Article; and in the event of the death of such agent, whether before or after initiation of
such proceeding, such right shall extend to such agent's legal representatives. In addition, to the
maximum extent permitted by applicable law, the right of indemnification hereby given shall not be
exclusive of or otherwise affect any other rights such agent may have to indemnification, whether by law
or under any contract, insurance policy or otherwise.
Section 10.7 Liability Insurance. The Corporation may purchase and maintain insurance on
behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent's status as such, whether or not the Corporation would have the
power to indemnify the agent against such liability under the provisions of this Article 10.
BYLAWS - 9
ARTICLE XI: MISCELLANEOUS
Section 11.1 Checks, Drafts and Documents. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation
shall be signed or endorsed by such person or persons, and in such manner as, from time to time, shall
be determined by resolution of the Board of Directors.
Section 11.2 Execution of Documents. The Board of Directors, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or
execute any instrument in the name and on behalf of the Corporation, and such authority may be general
or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or
employee shall have the power or authority to bind the Corporation by any contract or engagement or to
pledge the Corporation's credit or to render the Corporation liable for any purpose or in any amount.
Section 11.3 Inspection of Bylaws. The Corporation shall keep in the Corporation's office for
the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to
date, certified by the Secretary, which shall be open to inspection by the Members at all reasonable times
during office hours.
Section 11.4 Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of every year except that the first fiscal year shall begin on
the date of incorporation.
Section 11.5 Membership Book. The Corporation shall keep and maintain in the Corporation's
office for the transaction of business a book containing the name and address of each Member.
Termination or transfer of ownership of any Unit by an Owner shall be recorded in the books together with
the date on which such ownership was transferred, and the new Owner shall be incorporated into the
book in accordance with the provisions of the Declaration and the Articles of Incorporation of the
Corporation.
[END OF TEXT]
BYLAWS - 10
CONSENT OF DIRECTORS OF
CANTAMERE VILLAGE CONDOMINIUMS OWNERS ASSOCIATION, INC.
IN LIEU OF MEETING
The undersigned, constituting all of the Directors of Cantamere Village Condominiums Owners
Association, Inc., an Idaho nonprofit corporation (the "Corporation”), do hereby consent to adopt and
approve in writing the following corporate action without a meeting in accordance with the provisions of
the general nonprofit corporation laws of the State of Idaho:
RESOLVED, that the above and foregoing Bylaws are hereby duly adopted as the Bylaws of the
Corporation and that the same do now constitute the Bylaws of the Corporation.
This Consent of Directors of Cantamere Village Condominiums Owners Association, Inc. in Lieu
of Meeting shall be effective the __ day of ____________, 2019.
_____________________, Director
_____________________, Director
_____________________, Director
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that:
1. I am the duly elected and acting Secretary of CANTAMERE VILLAGE CONDOMINIUMS
OWNERS ASSOCIATION, INC., an Idaho nonprofit corporation; and
2. The foregoing Bylaws comprising 10 pages including this page constitute the Bylaws of
Cantamere Village Condominiums Owners Association, Inc. and were duly adopted by the Board of
Directors pursuant to that "Consent of Directors of Cantamere Village Condominiums Owners
Association, Inc. in Lieu of Meeting" dated effective the __ day of April, 2018.
IN WITNESS WHEREOF, I have hereunto subscribed my hand and attest the act of the
corporation effective the ____ day of April, 2018.
,
_______________________, Secretary