ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) suspend the right of owners to use of the common facilities during any period in which he shall be in default in the payment of any assessment levied by SFHOA. Such right may also be suspended after notice and hearing before the Board, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
(c) exercise for SFHOA all power, duties and authority vested in or delegated to SFHOA and not reserved to the membership by other provision of these Bylaws;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) authorize the officers to enter into one or more management agreements with third parties in order to facilitate efficient operation of the Property. It shall be the primary purpose of such management agreements to provide for the administration, management, repair and maintenance of the Property, all improvements included therein and designated as common areas and elements, and the receipt and disbursement of funds as may be authorized by the Board of Directors. The terms of said management agreements shall be as determined by the Board of Directors to be in the best interests of the members, and shall be subject in all respects to these Bylaws.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by members entitled to cast one-third (1/3) of the number of votes entitled to be cast by all members;
(b) supervise all officers, agents and employees of SFHOA and to see that their duties are properly performed;
(c) as more fully provided in the Declaration of Covenants and Restrictions, to:
(1) fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period;
(2) send written notice of each assessment to every owner subject thereto at least ten (10) days in advance of each annual assessment period; and
(3) foreclose the lien against any lot for which assessments are not paid within the time fixed by the Board of Directors or to bring an action at law against the owner personally obligated to pay the same;
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate insurance; provided that failure to maintain insurance or failure to maintain adequate insurance shall not render the Directors personally liable for the amount of any loss resulting therefrom;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Elements and Areas to be maintained.
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ARTICLE IX
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of SFHOA shall be President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of SFHOA shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
President
(a) The President shall preside at all meetings of the Board of Directors and all meetings of the members; shall see that orders and resolutions of the Board and of the members are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice-President
(b) The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members, keep appropriate current records showing the records of SFHOA together with their addresses, and shall perform such other duties as required by the Board.
Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of SFHOA and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of SFHOA; keep proper books of account; cause an annual audit of the books of SFHOA to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
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ARTICLE X
COMMITTEES
Section 1. SFHOA shall appoint an Architectural Control Committee as provided in the Declaration of Covenants and Restrictions and a Nominating Committee as provided in these Bylaws. In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purposes, such as:
(1) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines;
(2) A Publicity Committee which shall inform the members on all activities and functions of the Association and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of SFHOA.
(3) An Audit Committee which shall supervise the annual audit of the books of SFHOA and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting. The Treasurer shall be an Ex-officio member of the Committee.
Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving SFHOA functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Director or officer of SFHOA as is further concerned with the matter presented.
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ARTICLE XI
BOOKS AND RECORDS
The books, records and papers of SFHOA shall at all times, during reasonable business hours, be subject to inspection by any member and any holder of a Recorded First Mortgage. The Declaration of Covenants and Restrictions and the Bylaws of SFHOA as well as the Management Agreements shall be available for inspection by any member at the office of SFHOA where such records are kept, where copies my be purchased at reasonable cost.
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