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HomeMy WebLinkAbout4.0 By-LawsAUBURN RIDGE CONDOMINIUM ASSOCIATION A NONPROFIT CORPORATION BY-LAWS ARTICLE I Identification Section 1.01. Name. The name of the Corporation is Auburn Ridge Condominium Association (the "Association "). Section 1.02. Registered Office and Registered Agent. The address of the registered office of the Corporation is 0228 Auburn Ridge Lane, Glenwood Springs, Colorado 81601. The name of the registered agent at this address is Walter E. Brown III. Section 1.03. Seal. The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words "Auburn Ridge Condominium Association ", and about the lower periphery of it the word "Colorado ". Section 1.04. Definitions. Each term not otherwise defined herein or on the Condominium Map shall have the meaning specified or used in the Colorado Common Interest Ownership Act, as it may be amended from time to time (the "Act "). In the event the Act is repealed, the Act, on the effective date of these Bylaws, shall remain applicable. ARTICLE II Meetings of Board of Directors Section 2.01. Place of Meetings. Meetings of the Board of Directors of the Association shall be held at the registered office of the Corporation, unless otherwise agreed to by all of the Board of Directors of the Association. Section 2.02. Annual Meeting. The annual meeting of the Board of Directors shall be held on the first Saturday of February of each year. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation. Section 2.03. Special Meetings. Special meetings of the Board of Directors may be called by the President, or the Board of Directors, or by Unit owners having twenty percent of the votes of the Association. Section 2.04. Notice of Meetings- Waiver. Written notice stating the place, day and hour of the meeting, and, in case of a 1 special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen days (15) before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Member, at his address, as it appears on the books of the Corporation, with postage on it pre -paid. Waiver by a Member in writing of a notice of a meeting, shall be equivalent to the giving of such notice. Attendance by a Member, without objection to the notice, whether in person or by proxy, at a meeting, shall constitute a waiver of notice of the meeting. Section 2.05. Quorum. Fifty -one percent (51 %) of each class of Members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Board of Directors. A quorum is deemed present throughout any meeting of the Association if all Members of the Association are present in person or by proxy at the beginning of the meeting. Section 2.06. Voting List. The Secretary of the Corporation shall make from the books a complete record of the Members entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of each Member. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Director during the whole time of the meeting for the purposes thereof. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the meeting. Section 2.07. Proxies. A Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney -in -fact. A proxy is void if it is not dated, more than eleven (11) months have passed since the date of the proxy, unless it provides otherwise, or the proxy purports to be revocable without notice. Section 2.08. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors of the Association, or any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. This consent shall have the same effect as a unanimous vote of the Board of Directors and may be stated as such in any articles or documents filed with the Secretary of State. Section 2.09. Mortgages. All First Mortgagees of Units shall have the right to designate a representative to attend all meetings of the Members of the Association. 2 ARTICLE III The Board of Directors Section 3.01. Number and Qualifications. The business and affairs of the Association shall be managed by a Board of Directors of not less than three (3), who need not be residents of the State of Colorado or Members of the Association. Section 3.02. Appointment. The initial Board of Directors shall hold office until the first annual meeting of the Board of Directors and until their successors shall have been elected, or until such time as a majority of the Board of Directors shall vote for the removal of any Director, or until such time any Director should request he be released from further service. At the first annual meeting of the Board of Directors, and at each annual meeting thereafter, the Members shall elect a Director to hold office for one year, a Director to hold office for two years and a Director to hold office for three years. Each Director shall hold office for the term for which he is appointed and each successor shall be appointed for a term of three years. Section 3.03. Number. The number of Directors may be increased or decreased from time to time by amendment of this section, but no decrease shall have the effect of shortening the term of any incumbent Director, nor shall the number of Directors be decreased to less than three (3). Section 3.04. Terms of Office. The terms of office of the Directors will be as stated in Section 3.02. Section 3.05. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the remaining Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. Section 3.06. Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held either in or outside of the State of Colorado. Section 3.07. Annual Meetings. The Board of Directors shall meet each year at the registered office of the Corporation for the purpose of organization, appointment of officers and directors, and consideration of any other business that may properly be brought before the meeting. Section 3.08. Quorum. Fifty one per cent (51 %) of the number of the Directors fixed by the By -Laws shall constitute a quorum for the transaction of business. Section 3.09. Compensation. The Board of Directors shall not receive any stated salaries for their services, but by resolution 3 of the Board of Directors, actual expenses incurred in the performance of his duties. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV The Officers Section 4.01. Officers. The officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors, each of whom shall be elected by the Members at its annual meeting. Any two or more offices may be held by the same person, except the offices of President and Secretary. Section 4.02. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, removal, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the remaining Board of Directors, and the officer so appointed shall hold office until his successor is elected. Section 4.03. The President. The President shall be the executive head of the Corporation, subject to the control of the Board of Directors. He shall preside at all meetings of the Board of Directors, discharge all the duties that devolve upon a presiding officer, and perform such other duties as the By -Laws provide or the Board of Directors may prescribe. Section 4.04. The Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as the By -Laws may provide or the Board of Directors may prescribe. Section 4.05. The Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of these meetings. He /she shall be custodian of the records and the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized. He /she shall attend to the giving of all notices and shall perform such other duties as the By -Laws may provide or the Board of Directors may prescribe. Section 4.06. The Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He /she shall be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the Corporation. He /she shall immediately deposit all funds of the 4 Corporation coming into his /her hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep this bank account in the name of the Corporation. He /she shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as the By -Laws may provide or the Board of Directors may prescribe. Section 4.07. Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason, the Board of Directors may transfer the powers or duties to that officer, to any other officer or to any director or employee of the Corporation, provided a majority of the full Board of Directors occurs. ARTICLE V Committees Section 5.01. Architectural Control Committee. The Association shall appoint an Architectural Control Committee, subject to the provisions of the Declaration and as provided in these bylaws. Section 5.02. Nominating Committee. The Association shall appoint a Nominating Committee for the election of Directors, subject to the provisions of the Declaration and as provided in these bylaws. Section 5.03. Other Committees. The Association shall appoint other committees as deemed appropriate in carrying out its purpose, subject to the provisions of the Declaration and as provided in these bylaws. ARTICLE VI Books and Records The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member or any First Mortgagee of any Unit. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost. ARTICLE VII Assessment As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments 5 which are secured by a continuing lien upon the property against which assessment is made. ARTICLE VIII Special Corporate Acts Negotiable Instruments, Deeds and Contracts All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party, registered bonds, or other securities owned by the Corporation, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by the President or Vice President and any one of the other two officers of the Corporation. The Board of Directors may, however, authorize any one of such officers to sign any of such instruments, for and in behalf of the Corporation, without necessity of countersignatures; may designate officers or employees of the Corporation, other than those named above, who may, in the naive of the Corporation, sign such instruments, and may authorize the use of facsimile signatures of any such persons. ARTICLE IX Amendments The power to alter, amend, or repeal the By -Laws, or to adopt new By -Laws is vested in the Board of Directors. The By -Laws may contain any provisions for the regulation and management of the affairs of the Corporation not prohibited by law or the Articles of Incorporation. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; and in the case of any conflict between the Articles of Incorporation and the Declaration, the Declaration shall control. ADOPTED AND APPROVED this day of , 1994. AUBURN RIDGE CONDOMINIUM ASSOCIATION a NONPROFIT CORPORATION , President , Secretary 6