ARTICLE I. THE
Section 1.1 Organization. The Catalina Vista Neighborhood
Association (hereinafter referred to as the
“Association”) is a nonprofit, nonstock membership
corporation established pursuant to Arizona Revised
Statutes, Title 10, Chapter 5.
Section 1.2 Area of Interest. The area of interest and
operation of the Association shall be that area
within the following boundaries: Grant Road on the
north, Tucson Boulevard on the east, Elm Street on
the south, and Campbell Avenue on the west.
Section 1.3 Purposes. The purposes for which the Association is
A. To provide for the maintenance and preservation
of the Association’s Area of Interest (hereinafter
referred to as the “Area”).
B. To ensure that any development be compatible
with the residential qualities and character of the
C. To encourage vehicular and pedestrian safety in
the Area, and discourage vehicular traffic
disruption and penetration of the Area.
D. To seek to renew existing Deed Restrictions and
to consider proposing amendments that would be
compatible with the character and quality of the
neighborhood as may be required by law.
E. To prepare and seek adoption by the City of
Tucson of a neighborhood plan for the Area.
F. To promote the health, safety and welfare of the
residents of the Area, and do all things necessary,
proper, incident and convenient to carry out these
Section 2.1 Eligibility: Membership in the Association is open
to any adult owner of real property within the Area
set forth in Section 1.2. Non-resident owners may
allow a tenant to become a member upon written
notification to the Association. No more than one
membership shall be available for any one street
address or owner.
Section 2.2 Evidence of Membership. Association membership and
all the rights and privileges attendant thereto
shall be evidenced by possession of a receipt from
the Association for the annual dues.
Section 2.3 Dues. The initial Association dues shall be Ten
Dollars ($10.00) which shall be effective until the
first annual meeting of the Association membership.
Thereafter the annual dues will be established by
the Board of Directors and ratified by a majority of
members present and voting at the annual meeting.
Annual dues established at the annual meetings
become due and owing at that time and written mail
notice of the dues shall be provided to all members
as soon as possible following the annual meeting.
Failure to pay dues within 90 days of the annual
meeting shall result in the loss of all rights and
privileges of Association membership; membership in
the Association may be reestablished at any time by
payment of current annual dues.
Section 3.1 Annual Meeting. The annual meeting of the
Association membership shall be held in the first
week in November of each year, beginning with the
year 1985, at such time and at such place within the
City of Tucson, Arizona, as is specified in the
notice of the meeting for the purpose of electing
directors, passing upon reports for the previous
year and transacting such other business as may come
before the meeting. Failure to hold the annual
meeting at the designated time shall not work a
forfeiture of dissolution of the Association and in
the event of such failure, the annual meeting shall
be held within a reasonable time thereafter.
Section 3.2 Special Meetings. Special meetings of the
membership may be called by the president, a
majority of the Board of Directors or by the
president upon receipt of a petition signed by ten
percent (10%) of the Association members, and it
shall thereupon be the duty of the secretary to
cause notice of such meeting, including the purpose
for which it is to be held, to be given in the
manner provided in Section 3.3. The president shall
fix the time and place for holding the meeting.
Section 3.3 Notice of Meetings. Written mail notice of the
time, place, and agenda of all meetings shall be
forwarded to each member not less than 10 no more
than 50 days before a meeting.
Section 3.4 Quorum. A quorum must be present at any meeting in
order to conduct business. A quorum shall consist
of twenty percent (20%) of the current membership,
or thirty (30) members, whichever is higher.
ARTICLE IV. BOARD OF
Section 4.1 General Powers, Number. The business and affairs of
the Association shall be managed by a Board of not
less than 5 nor more than 15 directors which shall
exercise all of the powers of the Association.
Directors shall receive no compensation for their
Section 4.2 Election and Tenure. Directors shall meet the
membership requirements of the Association and shall
be elected at the annual meeting for a term of one
(1) year. Directors may serve successive terms
without limitation. The Board of Directors shall
nominate candidates for the Board prior to the
annual meeting and names of those candidates shall
be provided to the Association members in the
written, mailed notice of the annual meeting. In
making its nominations, the Board shall attempt to
obtain broad geographical representation within the
Association’s area of interest. Further, the Board
shall include as a candidate in its mailing any
member who presents a signed petition, with ten (10)
members’ signatures, in a timely fashion. Candidates
may also be nominated from the floor at the annual
Section 4.3 Vacancies. A vacancy on the board of directors shall
exist in the event of the death of any director;
upon receipt of a letter of resignation from any
director; in the event of any director who no longer
qualifies as an Association member, either because
the director no longer meets membership criteria
specified in Section 2.1; or in the event any
director has three (3) consecutive unexcused
absences from meetings of the board.
Section 4.4 Annual Meeting of the Board of Directors. The
annual meeting of the Board of Directors shall be
held following, but not later than sixty (60) days,
the annual meeting of the Association membership, at
such time and at such place within the City of
Tucson, Arizona, as is specified in the notice of
the meeting for the purpose of electing officers,
passing upon reports for the previous year and
transacting such other business as may come before
Section 4.5 Regular Meetings. Regular meetings of the board of
directors shall be held from time to time as
determined by the board necessary, but not less
often than quarterly.
Section 4.6 Special Meetings. Special meetings of the Board of
Directors may be called by the president or by a
majority of the directors, and it shall thereupon be
the duty of the secretary to cause notice of such
meeting to be given as provided in Section 4.6. The
president shall fix the time and place for holding
Section 4.7 Notice of Director’s Meetings. Written notice of
the time and place of each annual or regular meeting
shall be given to each director at least ten (10)
days before such meeting, either personally or by
mail, by the secretary or by the president or at the
direction of either of them. Written notice of the
time, place and purpose of any special meeting of
the Board not less than twenty-four (24) hours
previous thereto either personally or by mail, by or
at the direction of the secretary.
Section 4.8 Quorum. A majority of the then members of the Board
of Directors shall constitute a quorum, provided
that if less than such majority of the directors is
present at said meeting, a majority of the directors
present may adjourn the meeting from time to
time; and provided, further, that the secretary
shall notify any absent directors of the time and
place of such adjourned meeting.
Section 4.9 Action Without Meeting. Unless otherwise restricted
by these bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a
meeting, if all members of the board or committee,
as the case may be, consent thereto in writing; the
written consents to be filed with the minutes of
proceedings of the board or committee.
Section 4.10 Interest of Directors. No director of the
Association shall have any right, title, or interest
in or to any property or assets of the Association.
Section 4.11 Liability of Directors for Debts. The
private property of the directors shall be exempt
from execution or other liability for any debts of
the Association and no director shall be liable or
responsible for any debts or liabilities of the
Section 4.12 Limitation on Board of Directors. The Board
of Directors is not authorized to amend deed
restrictions. Further, the board is not authorized
to adopt or approve a neighborhood plan without
approval of the majority of the members of the
ARTICLE V. OFFICERS
Section 5.1 Officers. The officers of the Association shall be
a president, vice-president, secretary and
treasurer, and such other officers as the Board of
Directors shall appoint.
Section 5.2 Election. The Board of Directors shall elect all
officers of the corporation for terms of one (1)
year, or until their successors are elected and
Section 5.3 Vacancies. A vacancy in any office because of the
death, resignation, disqualification or otherwise
shall be filled by the Board of Directors.
Section 5.4 President. Subject to the control of the Board of
Directors, the president shall have general
supervision, direction and control of the business
and affairs of the Association. He or she shall
preside at all meetings of the membership, the
directors and the executive committee, and shall
have such other powers and duties as may be
prescribed from time to time by the board of
Section 5.5 Vice President. In the absence or disability of the
president, the vice president shall perform all the
duties of the president, and in so acting shall have
all the powers of the president. The vice president
shall have such other powers and perform such other
duties as may be prescribed from time to time by the
Board of Directors.
Section 5.6 Secretary. The secretary shall keep a full and
complete record of the proceedings of the Board of
Directors and any standing committee(s), shall keep
the seal of the Association and affix the same to
such papers and instruments as may be required in
the regular course of business, shall make service
of such notices as may be necessary or proper, shall
supervise the keeping of all the books and records
on the Association except the books of account, and
shall discharge such other duties as pertain to the
office or as prescribed by the Board of Directors.
Section 5.7 Treasurer. The treasurer shall have care and
custody of all funds, money and property of the
Association, except as otherwise provided herein or
in a resolution of the board of directors; shall
supervise the keeping of regular books of account;
shall render financial statements to the president,
directors and members at proper times; shall have
charge of the preparation and filing of such
reports, financial statements, and returns as may be
required by law; and shall have such other powers
and perform such other duties as may be prescribed
and as recited in Article IX, “Financial
Section 6.1 Standing Committees. Members of the standing
committees shall be appointed by the president from
the Board of Directors of the Association. Such
appointments shall be for a term of one year but may
be renewed for successive one year terms by the
president. Should the president wish to include a
person not a member of the Board of Directors in the
deliberation of a committee, he or she may do so
upon approval of the executive committee of the
The standing committees of the
Association shall be as follows:
A. Executive Committee -- The executive committee
shall consist of the officers of the Association and
such additional members of the Board of Directors as
the president may designate. The executive
committee may act for the Board of Directors when
specifically authorized by the Board of Directors or
the Bylaws. This committee is empowered to study
all recommendations of standing or special
committees and submit proposals for board action.
The executive committee shall be responsible for
seeing that adequate procedural safeguards are
established for the receipt and disbursement of all
Association funds and property.
B. Nominating Committee -- The nominating committee
shall consist of such members of the Board of
Directors as the president shall designate. The
major function of this committee is the nomination
of prospective directors.
Section 6.2 Special Committees. The president may appoint
special committees from time to time as required.
Such committees may include persons who are not
members of the Board of Directors.
The Association shall at all
times be operated on a nonprofit basis, and no part
of the income or assets of the Association shall be
distributed to, or inure to benefit of, any member,
director or officer.
ARTICLE VIII. SEAL
The corporate seal of the
Association shall be in the form of a circle and
shall have inscribed thereon the name of the
Association and the words “Nonprofit Corporation”,
and in the center the word “Arizona”.
Section 9.1 Contracts. Except as otherwise provided in the
Bylaws, the Board of Directors may authorize any
officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument
in the name and on behalf of the Association and
such authority may be general or confined to
Section 9.2 Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of moneys, and all notes,
bonds or other evidence of indebtedness issued in
the name of the Association shall be signed by such
officer or officers of the Association and in such
manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 9.3 Deposits. All funds of the association shall be
deposited from time to time to the credit of the
Association in such financial institutions as the
board of directors may select.
Section 9.4 Fiscal Year. The fiscal year of the Association
shall begin on the first day of January of each and
every year and shall end on the last day of December
of the same year.
Section 10.1 Waiver of Notice. Any director or member may
waive in writing any notice of a meeting required to
be given by the Bylaws. The attendance of a
director or member at any meeting shall constitute a
waiver of notice of such meeting by such director
or member, except in case a director or member shall
attend a meeting for the express purpose of
objecting to the transaction of any business on the
ground that the meeting has not been lawfully called
Section 10.2 Rules and Regulations. The Board of Directors
shall have the power to make and adopt such rules
and regulations not inconsistent with law, the
Articles of Incorporation or these Bylaws, as it may
deem desirable for the management of the business
and affairs of the Association.
Section 10.3 Accounting System and Reports. The Board of
Directors shall cause to be established and
maintained, in accordance with generally accepted
principles of accounting, an appropriate accounting
These Bylaws may be altered, amended, or repealed by
the affirmative vote of a two thirds (2/3) majority
of the members at any annual or special meeting,
provided the notice of such meeting shall have
contained a copy of the proposed alteration,
amendment, or repeal; except that Section 1.2,
Section 4.1, and Article VII of these Bylaws may not
be altered, amended or repealed.
foregoing Bylaws were considered and accepted by the
general membership at its meeting on October 24,
1985, and were adopted by the Association’s Board of
Directors at its Initial Meeting on June 5, 1986,
pursuant to Article VII of the Association’s
Articles of Incorporation.
Ellen Adelstein, President
April 20, 1998
Judith Britt, Secretary
April 20, 1998