By Laws of Colonas La Hacienda
San Felipe, BC MX

Colonas La Hacienda, San Felipe A.C. By Laws
 
Table of Contents

Article 1 The Association
Article 2 Legal Foundation
Article 3 Objectives of the Association
Article 4 The Associates
Article 5 Types of Associates

• 5.1 Active Associates
• 5.2 Passive Associates

Article 6 Rights of Associates

• 6.1 Associates in Good Standing
• 6.2 Merged Lots
• 6.3 Voice and Vote in the Association
• 6.4 Proxy or Power of Attorney for Voting

Article 7 Obligations of Associates
Article 8 Exclusion of Associates
Article 9 Administration of the Association

• 9.1 Offices of the Board of Directors
• 9.2 Election of Directors
• 9.3 Compensation and Conflict of Interest
• 9.4 Functioning Bond
• 9.5 Removal of a Director
• 9.6 Vacancies and Substitutions

Article 10 Duties of Directors

• 10.1 The President
• 10.2 The Vice President
• 10.3 The Secretary
• 10.4 The Treasurer
• 10.5 The Member at Large
• 10.6 Two Alternative Members at Large

Article 11 Governing Documents

• 11.1 The Documents
• 11.2 Amending the Documents

Article 12 Possessions of the Association
Article 13 Records of the Association

• 13.1 Administrative Census
• 13.2 Annual Accounting Balance
• 13.3 Financial Records
• 13.4 Inventory of Assets
• 13.5 Minutes of Meetings

Article 14 Obligations of the Board of Directors
Article 15 Powers of the Board of Directors
Article 16 Committees

• 16.1 Architectural Committee
• 16.2 The Communications Committee
• 16.3 The Financial Committee
• 16.4 Infrastructure and Security Committee
• 16.5 Legal Committee
• 16.6 Special committees

Article 17 Administrative Oversight – Administrative Sheriffs

• 17.1 Qualifications
• 17.2 Appointment
• 17.3 Powers of the Administrative Sheriffs
• 17.4 Oversight Report

Article 18 Assemblies
Article 19 Summons to Assembly
Article 20 Admission to an Assembly
Article 21 Quorum for Determining Agreements
Article 22 Second Summoned Assembly
Article 23 Proportion of Votes Needed for Agreement
Article 24 Recording of Assemblies
Article 25 Ordinary General Assembly
Article 26 Extraordinary Assembly
Article 27 Transitory Period

• 27.1 Duration of Transitory Period
• 27.2 Developer's Appointments To Board
• 27.3 Developer's Exemption from Payment
• 27.4 Expiration of Transitory Period

Article 28 Ownership of Infrastructure
Article 29 Absolution of Past Inequities
Table of Requirements for Assembly Quorums and Votes for Agreement

Colonas La Hacienda, San Felipe A.C. By Laws
 
Article 1 The Association
The name of the Association will be “COLONAS LA HACIENDA, SAN FELIPE”, followed by the words ASOCIACION CIVIL or the initials A.C. Hereinafter referred to as the “Association”.

Article 2 Legal Foundation

• 2.1 The urban development known as. La Hacienda was decreed by the Governor of Baja in Official Newspaper (Gazette) of the State of Baja California, published May 31st, 1985, in Mexicali B.C.
• 2.2 This Association is the successor in interest to the Civil Association established by Subdivision Developers: “Promotora Villa De Las Palmas, S.A. De C.V. and “Promotora Del Desarrollo Del Mar De Cortez, S.A. de C.V.” on 16 March 1993.
• No other homeowners Association that is created in the future, apart from this one, should be recognized.
• 2.3 The Association’s location will be San Felipe, Baja; Mexico 21850.
• 2.4 The Association will be formed by the Associates’ General Assembly, the supreme body, and administered by its elected Board of Directors.
• 2.5 The duration of the Association will be for an indefinite period of time, starting from the date of this constituent act.
• 2.6 Homeowners Association of La Hacienda development is a non-profit organization and must not become involved on any matters political or religious. It must not participate in any form of religious, social, or racial discrimination.

Article 3 Objectives of the Association
The objective of the Association is to gather all owners (Associates) of assets located within La Hacienda development, without distinction of sex, religion, or nationality to realize the following purposes:

• 3.1 To tend to the operations of the general areas and facilities, taking charge of maintenance, cleanup, security, gardening, and common facilities of the development.
• 3.2 To regulate the use and purpose of the lots that the La Hacienda development is made of
• 3.4 To regulate certain activities of the Associates.
• 3.5 To execute all the contracts: civil, merchant, labor, or any other contract necessary for execution of operations.
• 3.6 To issue the required documents (Governing Documents) in order to realize its objectives.
• 3.7 To acquire assets necessary for the attainment of Association’s objectives.
• 3.8 To open bank accounts as needed.
• 3.9 To obtain all kinds of title subscriptions and credit lines for the attainment of the Association’s objectives.
• 3.10 To see to the collection of Associates’ assessments and other payments.
• 3.11 To realize lawful events with the objective to increase of the social estate of La Hacienda development.

Article 4 The Associates

• 4.1 All owners of one or more properties, located within the La Hacienda Development, will form a part of the Association, be it physical person or Legal Corporation with an authorized representative. Such owners will hereinafter be called “Associates.”
• 4.2 Property owners will become Associates and form part of the Association at the time they acquire ownership of their lot. Associates become subject to the rights, privileges, and obligations marked by the Association’s Governing Documents. At the same time, the past owner forgoes membership, rights, privileges, and obligations along with his family
• 4.3 When a lot, of La Hacienda Development, is acquired by two or more persons, as co-proprietors, they will be considered Associates. However, in regards to voting, they must appoint one common representative.
• 4.4 When assuming the right to the property, each Associate should complete and submit an entry registration, as required by the Association, in order to be added to the active Associate’s census.
• 4.5 All foreigners that acquire an interest or social participation in the Association will be considered, for that simple fact, a Mexican in regards to one another. They must agree not to call upon the protection of their government, under the penalty of losing their interest or participation in the Mexican Nation should they fail in this decree.

Article 5 Types of Associates
The Associates are divided into the following categories:

• 5.1 Active Associates: Owners of one or more properties in the La Hacienda development.
• 5.1a Associates in Good Standing are those who meet their responsibilities to the Association by observing the Governing Documents.
• 5.1b Associates not in Good Standing are those who have failed to meet their responsibilities, particularly those in arrears in payments. See Article 7.6.
• 5.2 Passive Associates: Family members of an Associate who is registered in the Association’s Census.

Article 6 Rights of Associates

• 6.1 Associates in Good Standing will have the following rights
  • 6.1a. To attend the Association’s assemblies and participate by way of voice and vote. (One vote per lot)
  • 6.1b. To delegate their power of attorney or proxy vote to another person, Associate in Good Standing, or the Board of Directors.
  • 6.1c. To propose and submit, to the Assembly and/or the Board of Directors, initiatives they deem pertinent for the achievements of the Association’s objectives;
  • 6.1d. To vote for or be voted into a position on the Board of Directors.
  • 6.1e. To be a part of any committee that exists, or may exist in the future, within the Association.
  • 6.1f. To examine the Association’s financial records and any other documents with a petition to the Board of Directors, with the objective of overseeing that the Association’s income is destined for the realization of the Association’s objectives;
  • 6.1g. To petition the Board of Directors, or a competent Judge, to summon the Assembly, when and if the number of petitioners, Associates in good standing, make up at least 25% of the petitioners. Association.
• 6.2 Merged Lots
  • When two or more contiguous lots are combined for the purpose of building a single structure or integrated in any way, so as to appear as one lot, these will be treated as a single lot for purposes of Right to Vote and assignment of assessments. This includes, but is not limited to, construction on contiguous lots for the purpose of swimming pools, parking areas, park or landscape area, or any construction that is not for the purpose of privately owned single family residential homes.
• 6.3 Voice and Vote in the Association
  • Each Associate in Good Standing will hold one single vote per lot owned. For example: if one owns four lots, irrespective of the size of these lots, the Associate will have the right to four votes in regards to decision making at the Association’s assemblies. However, any Associate Not In Good Standing, will forfeit the privilege of voice and vote until the debt is liquidated. This privilege of voice and vote for this lot will be given to the Board of Directors until the debt is liquidated and the Associate is reinstated in good standing
• 6.4 Proxy or Power of Attorney for Voting
  • The Associate may, by power of attorney, be represented in voice and vote at one assembly, by another person or Associate in Good Standing. When the power of attorney is granted to another person or Associate, this directed person or Associate may represent only one other Associate.
  • 6.4a. An Associate may also designate the power of attorney (proxy vote) to the Board of Directors. When the proxy is granted to the Board of Directors, the number of Associates and the lots of those Associates whom they represent is unlimited.
  • 6.4b. The Associate who is requesting another to act under the power of attorney, must inform the Board, in writing, designating:
    • 1) the name of the representative or that the Board of Directors is assigned to act in that Associate’s stead;
    • 2). the blocks and lots so represented;
  • 3). the date of the assembly for which the proxy is in effect.
  • 6.4c. This representative is delegated to speak and vote in that Associate’s stead. If the representative is also an Associate, that delegated Associate must also be in Good Standing. The Board of Directors retains the right to deny such recognition of the Proxy vote for just cause
  • 6.4d. For the purposes of establishing attendance and a quorum, those Associates who have granted power of attorney to: another person; Associate in Good Standing; or the Board of Directors; shall be considered to be in attendance and counted thusly for those lots represented and for establishing a quorum.

Article 7 Obligations of Associates
Associates, regardless of standing, have the following obligations:

• 7.1 To participate in the Association from the moment the property is acquired within the La Hacienda development.
• 7.2 To keep the Board of Directors apprised of contact information for the Association’s Census, in order to be informed of assemblies, annual assessments, and reports of Association’s activities.
• 7.3 To respect, and have others: family, guests, renters etc., comply with the Governing Documents.
• 7.4 To retain the obligations and responsibilities of an Active Associate when the property is rented, leased, chartered, or any other action authorizing others to use of the property. That Associate will retain the designation of Associate with all rights, privileges, responsibilities, and obligations associated as the property owner;
• 7.5 To fulfill the duties entrusted by the Assembly and/or Board of Directors;
• 7.6 To pay punctually the Association’s assessments as approved by the General Assembly or other Special Assessments as approved by the Board of Directors.
• 7.7 To abstain from performing acts that are contrary to the Association’s objectives or that damages its prestige and good functioning;
• 7.8 To comply with obligations defined in the Governing Documents.

Article 8 Exclusion of Associates
Excluded Associates may be assessed reasonable financial or other penalties by unanimous verdict of the Board of Directors.

• 8.1 Associates may be excluded from their privileges in the Association for the following reasons:
• 8.1a Performing acts contrary to the objectives of the Association as described in the Governing Documents of the Association.
• 8.1b Failing to meet any of the obligations to the Association or decisions made at the Association’s Assemblies, the Board of Directors’ meetings, or other governing bodies of the Association.
• 8.1c Assigning assets to a third party. The Associate must notify the Association’s Board of Directors, in writing, of the judicial act entered into, and the general information of the person who has now acquired rights to the property. However, any such Associate who has fallen from good standing (arrears in payment of dues), as sanctioned by an Assembly must liquidate the debt and be reinstated in good standing prior to re-assignment of his assets. Non-compliance of this requirement will place the burden of the debt on the individual assuming the right to the property with the associated loss of rights and privileges
• 8.1d Loss of civil rights.
• 8.2 The excluded Associate who voluntarily separates from the Association will lose all, rights and privileges, as will the related Passive Associates. However, that Associate will not be released from obligations to the Association.

Article 9 Administration of the Association
The Association will be administered by its elected Board of Directors, herein called “The Board”.

• 9.1 The Board will consist of:
• President
• Vice President
• Secretary
• Treasurer
• One Member at Large
• Two Alternative Members at Large
• 9.2 Rights of The Developer
• The developer, Sr. Victor Rodriguez, shall maintain the right to appoint two people to represent him as voting members of the board for a period not to exceed four years from the time the first Board is elected or until 90% of the lots owned by the developer are sold, whichever comes first. (see Article 28).
• Thereafter all Directors will be elected in accordance with these By-Laws
• Colonas La Hacienda, San Felipe A.C.
• 9.3 Election of Directors
• The Board of Directors will be elected to office by the annual General Assembly. These Directors fulfill the duties of their elected offices with no compensation whatsoever for a term of two years with the possibility of being re-elected. These Directors will remain in their positions until the new elections are legally verified and the newly elected Directors take possession of their offices.
• The President, Secretary, Member at Large, and one Alternate Member, will be elected in even-numbered years, e.g. 2004, 2006, etc. and the Vice President, Treasurer, and one Alternate Member, will elected in odd-numbered years, e.g. 2005,2007, etc. The year of the first General Assembly will determine which Directors will serve only that one year.
• 9.4 Compensation and Conflict of Interest
• No Director shall receive compensation for any service rendered to the Association. However, any Director may be reimbursed for actual expenses incurred in the performance of such duties. No Director may take part in discussion or vote on issues that could be perceived as a conflict of interest. No service contracts entered into with independent contractors shall be awarded to a Director, a relative of a Director, a business owned by a Director or any business owned by a person directly related to a Director.
• 9.5 Removal of a Director
• Any Director may be removed from the Board, with or without cause, by the vote of an Extraordinary Assembly for the following reasons:
• 9.5a Failure to attend more than three consecutive meetings of the Board, without good cause as determined by The Board;
• 9.5b Found in Conflict of Interests of the Association;
• 9.5c Any other mismanagement practices.
• 9.6 Vacancies and Substitutions
• 9.6a A vacancy on the Board exists in the event of: the death, resignation, or removal of any Director; conviction of a felony; failure to post the functioning bond, failure to accept such office in writing or by failing to attend a meeting as a Director.
• 9.6b A vacancy on the Board will be filled by an Alternate Member at Large until the next General Assembly meeting

Article 10 Duties of Directors

• 10.1 The President shall be the chief executive officer and shall have general supervision, direction, and control of the Board .The President shall preside over meetings of the General Assembly, The Board, and other assemblies called by Associates. Other duties and powers may be prescribed by the Board or in other Governing Documents
• 10.2 The Vice President shall assume the duties of the President, in the event that the President is unavailable, and other duties and powers prescribed by the board.
• 10.3 The Secretary will be responsible for recording and maintaining all documents and decisive votes relating to the Association and will sign all communications and agreements in conjunction with the President. The Secretary, with agreement of the President, will schedule and provide notification of the Board of Directors meetings and the General Assembly.
• 10.4 The Treasurer will direct the general management of the income, supervise the discharge of fiscal obligations, authorize the normal Association payments, and those payments agreed upon by the Board of Directors and the General Assembly.
• 10.4a The Treasurer, along with the President, will authorize the payments. When payments are required, and either the President or the Treasurer is not available, another Director or person delegated by The Board, may authorize such payments.
• 10.4b The Treasurer will be chairperson of the Financial Committee.
• 10.4c The Treasurer shall maintain the financial records and prepare regular reports of income and expenditures to the Board and other financial reports as may be required. The Treasurer will prepare the Annual Accounting Balance. The treasurer may maintain and account for a petty cash fund to permit immediate cash payments when needed. The Treasurer may be assisted in these duties by another Associate in Good Standing or employ a bookkeeper.
• 10.4d The Treasurer, in conjunction with the Communications Committee, will maintain the Association Census so that all Associates can be notified of the Association’s assemblies, decisions and activities.
• 10.5 The Member at Large represents the General Assembly by voice and vote at meetings of The Board. The Member at Large will substitute for the President, Vice-President, Secretary, or Treasurer during their leaves of absence. In such cases, one of the alternates will assume the voting position of the member at large.
• 10.6 Two Alternative Members at Large will not be active voting members of the Board, unless requested to do so by the Board in the absence or as a replacement of one of the other five members. Where an absence is permanent, The Board will appoint one of the alternates to function in that capacity until the next General Assembly meeting.

Article 11 Governing Documents

• 11.1 The Documents defining administration of the
• 11.1a Articles of Incorporation registered __(when and where)_ .
• 11.1b By laws and Covenants, Conditions and Restrictions of Colonas La Hacienda, San Felipe A.C.
• 11.1c Any other documents, policies and resolutions, that may be developed by the Board of Directors and approved by the General Assembly, in order to meet the responsibilities and objectives of the Association.
• 11.2 Amendments to these documents can be made by affirmative vote of General Assembly or written consent of a simple majority (over 50 %) of votes of Associates in Good Standing. In an Extraordinary Assembly, a vote of sixty percent (60%) is needed.

Article 12 Possessions of the Association

• 12.1 The Association’s possessions are intended for the Association’s objectives and can not be used or ordained for purposes not pertaining to such ends. A Listing of the Association’s possessions will appear in the Association’s Inventory and their value in the accounting books
• 12.2 The possessions of the Association will consist of, but not limited to:
• 12.2a. The ordinary assessments, special assessments, payments, or other donations by Associates in La Hacienda.
• 12.2b. The donations the Association receives from institutions or people who are not a part of the Association.
• 12.2c. The assets that the Association acquires in order to realize its objectives

Article 13 Records of the Association

• The Association is required to maintain the following records for purposes of oversight, administrative and financial historical and legal needs. . Such records shall be available to any Associate in Good Standing, upon written request to the Board of Directors.
• 13.1 Administrative Census, a record of all Associates and their information needed for Association objectives.
• 13.2 Annual Accounting Balance, prepared by the Treasurer, will be delivered, with its attachments, to the Administrative Sheriff at least ten days prior to the summoning of the Annual General Assembly. The General Assembly will discuss such accounting, with the knowledge of the opinions that the Administrative Sheriff has made.
• 13.3 Financial records for bookkeeping, taxation, Annual Accounting Balance Statement; other financial, and legal requirements.
• 13.4 Inventory of Assets owned by the Association, prepared and maintained by the Infrastructure Committee Chairman.
• 13.5 Minutes of meetings of all Assembly and Board of Directors
• Colonas La Hacienda, San Felipe A.C.

Article 14 Obligations of the Board of Directors

• The Board of Directors is obligated to:
• 14.1. To meet periodically to conduct the affairs of the association.
• 14.2. To maintain records of votes and activities of all meetings of the Association and of the Board of Directors.
• 14.3. To ensure that all agreements that emanate from the Board of Directors and the General Assembly are fulfilled.
• 14.4. To ensure that all the Association’s statutes, dispositions, and internal regulations are fulfilled.
• 14.5. To promote, through whatever legal means available, the Association’s activities to accomplish it’s objectives.
• 14.6. To prepare annual reports to the General Assembly of:
• 14.6a activities accomplished since the last General Assembly
• 14.6b proposed budget, expenses, and investments for the coming fiscal year.

Article 15 Powers of the Board of Directors

• 15.1 As the Association’s executor and administrative body, The Board of directors will represent the Association before a variety of people: and before labor, judicial, representative authorities, and others. The Board of Directors is empowered as the legal representative for: all legal matters; collecting debts; administrating domain acts with general authority; and special acts that require clauses in accord with the law. This is provided under terms of first three paragraphs of Article 2428 of the Baja civil code and ones that correlate with the federation’s entities.
• 15.2 The Board of Directors will be able to:
  • 15.2a. Administer and direct the Association’s interests
  • 15.2b. Appoint and remove technical and administrative personnel working for the Association, whether these positions are honorary or rewarded.
  • 15.2c. Acquire mobile assets and real estate for the Association’s objectives, and as necessary, record, lease, or sell them. Dispose or sell an asset, after the express consent of the Association’s General Assembly has been acquired.
  • 15.2d. Delegate to some of its members, the power to execute specific actions.
  • 15.2e. Determine and assign special assessments and penalties for non-compliance to the Governing Documents.
  • 15.2f. Elaborate the Association’s activities program, and the annual budget for income and expenses; which will be submitted to the General Assembly for modification, disposition, and approval
  • 15.2g. Establish conventional procedures
  • 15.2h. Execute the Associates’ General Assembly agreements and all other agreements that relate or apply, be it by legal dispositions, these statutes, or internal regulations:
    • 1) collecting payments of the assessments, both ordinary and extraordinary,
    • 2) fulfilling of the obligations established in these statutes and regulations’
    • 3) reviewing construction plans for compliance with Governing Documents.
    • The need to exercise these actions is vital to the proficient functioning of the Association. The Board should act promptly to resolve issues regarding the unfulfilled obligations on part of the Associates.
  • 15.2j. Hire all personnel required for the Association’s labor. Assign them a salary, benefits, or compensation, and approve all contracts that will be entered into with them.
  • 15.2k. Issue general or special empowering authority for debt collecting and the resolution of legal conflicts, as well as, administration actions. To issue domain acts that require the express consent of the general assembly;
  • 15.2l. Maintain records of Associates (Census) and Inventory of Assets.
  • 15.2m. Represent the Association before all authorities with the widest range of power, including lawsuits and to desist from them. This includes the following activities:
    • 1) Arbitrate labor disputes or other labor matters:
    • 2) Appear on their own behalf or through a person appointed by the Board of Directors, to the same effect;
    • 3) Address all kinds of audiences including reconciliation audience;
    • 4) Arrange all kinds of agreements, transactions, and arrangements
    • 5) Articulate opinions and attitudes and issue pardons and absolve from them;
    • 6) Establish postures, direct them and better them,
    • 7) Formulate lawsuits, and file criminal reports as well as issue pardons in those cases that allow them,
    • 8) Make jurisdictional concessions and forfeits
    • 9) Sign commitment title to compromise with arbiters.
  • 15.2n. Require the formal accounting of assets,
  • 15.2o. Subscribe, as necessary, to all types of credit titles for the Association’s business, under the terms stated in the General Title’s ninth article and Credit Operations

Article 16 Committees
The five members of the Board of Directors should, each, chair one of the committees listed in this document The Treasurer shall be chairperson of the Financial Committee. The Board of Directors will assign the four other chairpersons from among the remaining members of the Board. If Directors are unable to participate in these committees, the Board shall appoint chairpersons from among Associates in Good Standing or other qualified persons.

• 16.1 Architectural Committee
• 16.1a The Architectural Committee should be formed by two or more persons including Associates In Good Standing. They will be appointed by the Board of Directors or the General Assembly
• Colonas La Hacienda, San Felipe A.C.
• By Laws
• ByLawsLaHacFINA_Registered.doc Page 13 of 18 Rev 2/05/2005
• 16.1b The function of the Architectural Committee is to regulate, direct, sanction, and enforce the construction norms described in the Governing Documents. The Architectural Committee will make recommendations to the Board for approval or denial of architectural plans and other architectural problems arising from items outlined in the Governing Documents. The committee should abstain from suggesting or modifying the architectural plans that are presented for review in areas not associated with the Governing Documents.
• 16.2 The Communications Committee
• The duties include, but are not limited to the following:
• 16.2a Maintain the Association Census, in conjunction with the Treasurer, so that Associates can be notified of the Association’s assemblies, decisions and activities.
• 16.2b Participate in summoning all Associates to scheduled assemblies and meetings at least 8 days in advance.
• 16.2c Provide for all other communications to Associates and the public.
• 16.3 The Financial Committee
• The duties include, but are not limited to the following:
• 16.3a Assist in Preparing and presenting the Annual Accounting Balance to the Administrative Sheriff at least 10 days prior to the summoning of the Associates annual Ordinary General Assembly;
• 16.3b Assist the Treasurer in preparation of financial documents.
• 16.4 Infrastructure and Security Committee
• The function of the Infrastructure and Security Committee is to organize and maintain the appearance, the well being, and security in the public and restricted areas in the La Hacienda development This includes responsibility to:
• 16.4a Maintain the cleanliness and appearance of the development.
• 16.4b Observe and require the cleaning of private yards and vacant lots, as well as garden areas, streets, and other public areas.
• 16.4c Organize and oversee cleaning, maintenance, and repair services to maintain the infrastructure of the development in a clean, orderly, and reliable operating condition. This includes: maintenance, and repairs of all, streets, parkways, lighting systems, water systems, sewage systems, and other infrastructure within the La Hacienda development.
• 16.4d Provide surveillance to provide for the peacefulness and security of the Associates, their families, and their guests, 24 hours a day. This includes enforcement of each, and every one, of the internal regulations as outlined in the Governing Documents as they refer to security and tranquility
• 16.4e Prepare and maintain the Association’s Inventory of Assets.
• 16.4e Recommend new facilities and improvements and oversee them after their approval by the Board of Directors
• 16.5 Legal Committee
• 16.5a Oversee the collection of delinquent assessments and take appropriate action against Associates who are tardy in payment of assessments.
• 16.5b Hire and confer with legal assistance when needed.
• 16.5c Confer with government authorities, as needed, in order to meet objectives and responsibilities of the Association.
• 16.5d Represent the Association and Board of Directors in legal matters.
• Colonas La Hacienda, San Felipe A.C.
• 16.6 Special committees
• Special committees may be created by the Board of Directors as the need arises. Such committees will be dissolved when their objective is attained.

Article 17 Administrative Oversight

• 17.1 Qualifications: At least two Administrative Sheriffs will be in charge of overseeing the Association’s good functioning. One of them should be a Certified Accountant or accounting assistant and the other should be an Attorney or legal aid.
• 17.2 Appointment: These Administrative Sheriffs will be nominated by the Board of Directors and approved at the Annual General Assembly
• 17.3 Powers of the Administrative Sheriffs
• The Administrative Sheriffs are empowered to:
• 17.3a Assist with voice, but without vote, in the General Assembly and Board of Directors meetings
• 17.3b Inspect and audit the Association’s books and other records, including assets, valuables and money in safes, bank accounts, etc.
• 17.3c Investigate the directives of the Board of Directors and those empowered by them.
• 17.3d Oversee, with limited authority, the Association’s operations and in general to be empowered with the obligation established in the one hundred sixty six articles of the general law of merchant societies.
• 17.3e Participate in forming and revising the Annual Balance Sheet under the terms marked by law.
• 17.3f Require proof from the Board of Directors of all its’ responsibilities and operations that have taken place
• 17.3g Review complaints or irregular actions that Associates charge, and help formulate solutions that could be employed.
• 17.3h Summon ordinary and extraordinary assemblies, in case of administration error or omission or any other cause for which they determine such a session is worthy.
• 17.4 Oversight Report
• Present a yearly report to the General Assembly regarding the veracity, sufficiency, and reasonableness of the information presented by the Board of Directors. The report should include the following:
• 17.4a Their professional opinions regarding the accuracy and truthfulness of the information presented by the Board of Directors
• 17.4b Establish that the information was presented in a manner to represent the true financial situation of the Association.
• Colonas La Hacienda, San Felipe A.C.
• 17.4c Ensure that the minutes of the Board of Directors meetings and the General Assembly Sessions, reflect the points pertinent to discussing the good functioning of the Association.

Article 18 Assemblies

• 18.1 The Associates’ Assembly is the supreme body in the Association and will be able to ratify the Board of Directors’ acts or acts of another body that is a part of the Association.
• 18.2 The Associates’ Assembly can be General or Extraordinary. The Assembly will be held in the time and place indicated in the summons, but always within 20 kilometers of the La Hacienda development.
• 18.3 The President of the Board will be preside over Assemblies. The Secretary of the Board will function as the assembly’s secretary, by recording events and decisions of the Assembly.
• 18.4 All meetings or assemblies shall be conducted in accordance with a recognized system of parliamentary procedure as described in Roberts Rules of Order.

Article 19 Summons to Assembly
All summons, whether mail, delivery, or publication, must be done a minimum of eight days prior to the scheduled date of the assembly.

• 19.1 The proclamation summoning an Associates’ Assembly will contain the relevant agenda, start time, date, and location and will be done in the following manner:
• 19.1a. The summoning of the Associates must be done by accord of the Board of Directors, the Administrative Sheriff, or by a judge, when required by demand of at least twenty five percent (25%) of the Associates.
• 19.1b. The summons should be published by one of the following methods:
  • 1). A notice placed in some of the more widely distributed newspapers, in this city, at least eight days prior to the assembly; or
  • 2). A letter to each Associate, in the Census; (See Article 7.2) or
  • 3). Other written communication which the Associate or legal representative signs a copy as receipt of notification.
• 19.1c. A notice of a scheduled Assembly should be posted in prominent location within La Hacienda, as well as, other prominent locations in the City of San Felipe
• 19.2 An Associates’ Assembly will be allowed to be held without the publication, mail or delivery of the summons, only, if and when, the totality of the Associates in Good Standing assist in forming such assembly.

Article 20 Admission to an Assembly

• 20.1 Each Associate will be admitted into the assembly building, or location, by means of presenting identification or power of attorney that allows representation, along with proper identification and signature.
• Colonas La Hacienda, San Felipe A.C.
• 20.2 The Administrative Sheriffs or other so appointed person, shall verify that each Associate and proxy voter is so qualified to have voice and vote in that assembly.

Article 21 Quorum for Installing Assemblies

• 21.1 For the purposes of establishing attendance and a quorum, those Associates who have granted power of attorney to another person; Associate in Good Standing; or the Board of Directors; shall be considered to be in attendance and counted thusly for those lots represented and for establishing a quorum.
• 21.2 The ordinary General Assemblies will be considered as legally installed, and a quorum established, when fifty one (51%) percent of the Associates are present. In order for an Extraordinary Assembly to be considered legally installed, sixty (60) percent of the Associates must be present.

Article 22 Second Summoned Assembly

• 22.1 If an assembly is not able to convene due to a lack of a quorum, a Second Summons will be made with the notification of the circumstances and the new assembly will resolve the issues as listed on the agenda, no matter number of Associates’ votes in attendance. An Extraordinary Assembly, when second summoned, must have at least fifty percent (50%) of the Associates in attendance.
• 22.2 The Second Summoned assembly will be brought to order and commenced, in not less than, fifteen minutes after the start time of the first summoned meeting. The first order of business of the Second Summoned assembly will be to establish, and record in the record, that this meeting will be done in this way because a minimum legal attendance was not met at the appointed time during the first summoned meeting. After this, the second summoned assembly will begin with those present.

Article 23 Proportion of Votes Needed for Agreement

• 23.1 In General Assemblies, agreements will be taken by a simple majority of votes .
• 23.2 In Extraordinary Assemblies, agreements will be taken by approval of sixty percent (60%) of those votes in attendance
• 23.3 Except in a decision regarding the modification, derogation, or abrogation of the internal regulations, and likewise the dissolving or fusion of the Association, then the approval of sixty percent (60%) of the Associates’ votes in attendance is required.
• Article 24 Recording of Assemblies
• The general assembly acts and the Board of Directors sessions will be recorded in the Association’s book of records, and must be signed by those who function as President and Secretary of such assembly and by others who assist and wish to do so.
• Article 25 Ordinary General Assembly
• 25.1 The Ordinary General Assembly will be held at least once every calendar year at a location, time, and specific date designated by the Board of Directors. An Ordinary Assembly should be held not any sooner than eight months or no longer than sixteen months from the last Ordinary General Assembly.
• 25.2 The Assembly’s decisions and agreements will be obligatory for each and every individual Associate in the Association, including those not in attendance or in dissident.
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• 25.3 The President will appoint, from within the Associates in attendance, one or two Associates to observe the meeting and render a report regarding the quality of the meeting. See Article 18.4.
• 25.4 The objective of this assembly is to:
• 25.4a Study and comment on
• 1) The Board of Directors’ report on activities accomplished since the last Assembly. (Article14.6)
• 2) The Sheriffs’ Annual Oversight Report (Article 17.4)
• 3) The Annual Accounting Balance financial statement, after having heard the Administrative Sheriff’s report. (Article 13.2)
• 25.4b Discuss, modify and approve:
• 1). The proposed budget, expenses, and investments, for the next year, that is presented by the Board of Directors. Any surplus that the annual balance shows will be applied to the Association’s objectives (Article 14.6);
• 2). The annual assessments for Associates necessary to meet the budget requirement for the next year.
• 3) The assessment of fees for late payment and penalties for violation of the Governing Documents
• 4). A required frequency of payment of the assessments.
• 25.4c Study and resolve any other issue on the agenda that is proposed by the Board of Directors or any other matter, without limitation, the Assembly wishes to discuss.
• 25.4d Elect members to the Board of Directors and approve the Administrative Sheriffs recommended by the Board.

Article 26 Extraordinary Assembly
The Extraordinary General Assemblies can be held at any time in which the Board of Directors, or the Sheriffs, or a minimum of twenty five percent (25%) of the Associates will be able to deal and resolve the following issues:

• 26.1 To reform the social title or status of the Association;
• 26.2 To revoke the appointment of any member of the Board of Directors or the Administrative Sheriffs;
• 26.3 To decree the Association’s dissolution or it’s fusion with any other Association.

Article 27 Transitory Period
A period of transition is recognized for the purposes of providing an efficient assignment of all the preceding responsibilities for the La Hacienda development from the Developer to the Homeowners Association.

• 27.1 The “Transitory Period” shall begin on the date of the selection of the first Board of Directors and shall last for a period not to exceed four years or until 90% of the developers lots are sold.
• 27.2 During the “Transitory Period” the Developer shall maintain the right to select two voting members to the Board of Directors.
• 27.3 The lots herein identified as owned by the Developer shall be exempt from payment of the Association assessments until such time as transfer of title or until the end of the “Transitory Period”.
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• 27.4 At the expiration of the “Transitory Period” all special privileges granted to the Developer, under this clause, shall cease. The Developer shall surrender the right to appoint members to the Board of Directors. All lots then owned by the developer shall be subject to pay the assessments of the Association.

Article 28 Ownership of Infrastructure
The designation of ownership of the entire infrastructure within La Hacienda shall be negotiated between the Association and the Developer. This negotiation should begin with the selection of the first Board of Directors with a goal for completion of six months thereafter. This negotiation will define all future responsibilities for maintenance, repair, and upgrades to this infrastructure.
This infrastructure is defined to be:

• 1. The total water system.
• 2. The total sewer system
• 3. All streets accessible to the public.

Article 29 Absolution of Past Inequities
On the date of the selection of the first Board of Directors, the Developer and all Associates will be provided absolution from all past inequities, whether perceived or actual. These inequities may include, but are not limited to, failure to complete the development as planned or other action taken or not taken by the Developer and the Associates. All Associates and the Developer....