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HomeMy WebLinkAbout1.0 ArticlesBROOKE A. PETERSON GIDEON 1 KAUFMAN • ERIN L. FERNANDEZ ROBYN J. MYLER ••• • ALSO ADMITTED IN MARYLAND •• ALSO ADMITTED IN FLORIDA •'• ALSO ADMITTED IN NEW YORK AND CONNECTICUT Ltt V OFFICFS OF KAUFMANPETERSON, P.C. 315 EAST HYMAN AVENUE ASPEN, COLORADO 81611 August 2, 1994 Colorado Secretary of State Corporate Division 1560 Broadway, Suite 200 Denver, Colorado 80202 TELEPHONE (303) 925-8166 FACSIMILE (303) 925-1090 Re: Incorporation of Dakota Homeowners' Association_, Inc. Dear Sir/Madam: Enclosed please find two (2) original Articles of Incorpora- tion for Dakota Homeowners' Association, Inc. to be filed with your office. I have also enclosed a stamped, self-addressed envelope for the return of one (1) original of the Articles of Incorporation to our offices upon filing, as well as our firm's check in the amount of Fifty Dollars ($50.00) for the filing of the same. Should you have any questions, please do not hesitate to contact us. Yours very truly, KAUFMAN & PETERSON, P.C. A Professional Corporation By: Lisa J. Nardi, Legal Assistant ljn Enclosures cc: Dakota Homeowners' Association, Inc. corporat\articles.ltr ARTICLES OF INCORPORATION OF DAKOTA HOMEOWNERS' ASSOCIATION, INC. The undersigned, acting as incorporator of a corporation under the Colorado Non -Profit Corporation Act, adopts the following Articles of Incorporation for the Dakota Homeowners' Association, Inc. ARTICLE I Name The name of the corporation shall be DAKOTA HOMEOWNERS' ASSOCIATION, INC.. This corporation shall be hereinafter referred to as "the Association". ARTICLE II Duration The period of duration of the Association is perpetual. ARTICLE III Non -Profit Purpose The Association is formed for the principal purpose for which a corporation may be formed under the Colorado Non -Profit Corporation Act (hereinafter referred to as "Act"), and not to distribute income or profit to its members, directors, or officers, except to the extent permitted under the Act. ARTICLE IV Purposes The purposes for which the Association is organized are as follows: A. To be and to constitute the Association referred to in the Declaration for Dakota Subdivision (hereinafter referred to as the "Declaration"), this Declaration executed by the owner of the property described therein, and recorded in the office of the County Clerk and Recorder of Garfield and Eagle Counties, Colorado, which established a plan of ownership for certain real property situate within Garfield and Eagle Counties, Colorado, described within the Declaration (this property hereinafter referred to as the "Planned Community"), pursuant to the Colorado Common Interest Ownership Act. - 1 - B. To perform the obligations and duties and to exercise the rights and powers of the Association as set forth herein and in the Declaration. C. To purchase or otherwise acquire and own, hold, manage, develop, maintain, rehabilitate, improve and sell, lease exchange, encumber or otherwise dispose of and deal in real property, whether improved or unimproved, and any interest therein, of every kind and description, whether in connection with or incident or related to the foregoing purposes. D. To purchase or otherwise acquire and own, hold, manage, maintain, rehabilitate, improve, develop and sell, lease exchange, encumber or otherwise dispose of and deal in personal property in connection with or incident or related to the foregoing purposes. E. To provide an entity for the establishment and maintenance of the Subdivision as a prime Planned Community of the highest quality and value, and to do all things necessary and proper to enhance and protect its value, desirability and attractiveness, and to further the interest of the owners of lots and townhouses in the Planned Community. ARTICLE V Powers In furtherance of its purposes, the Association shall have the following powers: A. All those powers conferred on non-profit corporations by the common law, the Colorado Non -Profit Corporation Act, and the Colorado Common Interest Ownership Act. B. All those powers necessary to perform the obligations and duties and to exercise the rights and powers of the Association as set forth in the Declaration. C. To do everything necessary, suitable or proper for the accomplishment of any of its non-profit corporate purposes, including, but without limitation thereto, the following: 1. To make and collect assessments, whether annual, special or otherwise, from members for the purpose of defraying the costs, expenses and losses, if any, of the Association. 2. To manage, control, operate, maintain, repair and improve the common elements of the Planned Community, as defined in the Colorado Common Interest Ownership Act and to the extent specified by the Declaration. - 2 - 3. To enforce covenants, restrictions or conditions affecting any property of the Association to the extent the Association may be authorized under the Declaration or otherwise. 4. To make and enforce rules and regulations with respect to the use of the properties in the Planned Community. 5. To engage in activities and endeavors which may now or hereafter be allowed or permitted by law to actively foster, promote and advance the common interests of owners of lots and townhouses within the Planned Community. 6. To borrow money for any purpose of the Association, limited in amount or in other respects as may be provided in the Bylaws of the Association and the Declaration. 7. To enter into, make, perform or enforce contracts of every kind and description, and to do all other acts necessary, appropriate or advisable in carrying out any purpose of the Association, with or in association with any person, firm, association, corporation or other entity or agency, public or private. 8. To adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, that such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration. 9. The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article V are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article V. ARTICLE VI Memberships A. The Association shall be a membership corporation without certificates or shares of stock. There shall be a membership in the Association for each lot or townhouse, as defined in the Declaration, so existing from time to time in the Planned Community. No person or entity other than an owner, as defined in the Declaration, may be a member of the Association. Each lot and townhouse shall have one vote, as set forth in the Declaration and the Bylaws of the Association, on all matters on which members are entitled to vote, equal to the percentage of the common expenses of the Association allocated to that lot or townhouse in the Declaration. - 3 - • • B. The owner or owners of a lot or townhouse shall hold and share a membership in the Association in the same proportional interest and by the same type of tenancy as the title to that lot or townhouse so owned is held. C. The Association may suspend any owner's voting rights in the Association during any period or periods which the owner fails to comply with any rules or regulations of the Association, or with any other obligation of the owner of the lot or townhouse under the Declaration. D. A membership in the Association and the shares of a member in the assets of the Association shall not be assigned, encumbered or transferred in any manner, except appurtenant to transfer of title to a lot or townhouse to which the membership pertains; provided, however, that the right of membership may be assigned to the holder of a mortgage, deed of trust, or other security instrument on a lot or townhouse as further security for a loan secured by a lien on the lot or townhouse. A transfer of membership shall occur automatically on transfer of title to the lot or townhouse to which the membership pertains; provided, however, that the Bylaws of the Association may contain reasonable provisions and requirements with respect to recording the transfers on the books and records of the Association. E. The Bylaws may contain provisions, not inconsistent with the foregoing, setting forth the rights, privileges, duties and responsibilities of the members. ARTICLE VII Board of Directors A. The business and affairs of the Association shall be conducted, managed and controlled by the Executive Board, each of whom shall be an owner of a lot or townhouse at the time of his or her election. B. The original Executive Board shallconsist of three (3) directors. Thereafter, the number of directors shall be fixed in accordance with the ByLaws of the Association. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. In the absence of any provision in the Bylaws, the Board shall consist of three (3) directors. C. Directors of the Executive Board shall be elected at the annual meeting of the members in the manner provided by the Bylaws. D. The initial Executive Board shall consist of the following three (3) directors: - 4 - Name: Address: Edward Podolak 2227 Emma Road Basalt, Colorado 81621 Donald C. Byers 352-A Beaver Dam Circle Vail, Colorado 81657 Nancy Rue Byers 352-A Beaver Dam Circle Vail, Colorado 81657 The directors shall serve for the period of time specified in the Declaration and Bylaws, and until their respective successors are duly elected and qualified. In the event a director of the Executive Board who is an officer, director, shareholder, partner, or a person having some similar capacity in a corporation, partnership, or other business entity owning a lot or townhouse severs his employment or other business connection with such entity owning the lot or townhouse, that person shall, on such severance, retire from the Executive Board, and the entity owning the lot or townhouse shall appoint a new director in his place who shall serve until the expiration of the term of that director, or until his successor in interest is selected in the manner set forth in these Articles. E. Until each and every lot and townhouse is sold, the Declarant shall be entitled to veto and/or approve any and all actions of the Association. Notwithstanding the foregoing and only so long as the Colorado Common Interest Ownership Act requires it, not later than sixty (60) days after the conveyance of twenty five percent (25%) of the lots and townhouses to Owners other than the Declarant, at least one member and not less than twenty five percent (25%) of the Board shall be elected by Owners other than the Declarant. Not later than sixty (60) days after conveyance of fifty percent (50%) of the lots and townhouses to Owners other than the Declarant, not less than thirty three and one-third percent (331/3%) of the Board must be elected by Owners other than the Declarant, provided, however, that the Owners, by a vote of sixty seven percent (67%) of the quorum entitled to vote ant any meeting, may remove any member of the Board with or without cause, other than any member of the Board appointed by the Declarant. The Declarant shall have the right to remove any director appointed by the Declarant and to appoint a director to fill any vacancy caused by the removal, resignation or death of a director appointed by the Declarant. ARTICLE VIII Officers The Executive Board may appoint a President, one or more Vice -Presidents, a Secretary, a Treasurer, and any other officers as the Executive Board believes will be in the best interest of the Association. The officers shall have duties as may be prescribed in the Bylaws of the Association, and shall serve at the pleasure of the Executive Board. ARTICLE IX Rights of Association The Association reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation by a vote of at least two-thirds (2/3) of the members present and constituting a quorum at any regular or special meeting of the members; provided, however, that for so long as the Declarant is a member of the Association, no provision contained in these Articles of Incorporation shall be amended, altered, or repealed, not shall any provision be added to these Articles of Incorporation without the written consent of the Declarant. ARTICLE X Initial Registered Office and Agent The initial registered office and mailing address of the Association is c/o Kaufman & Peterson, P.C., 315 East Hyman, Suite 305, Aspen, Colorado 81611. The initial registered agent at such address shall be Brooke A. Peterson. ARTICLE XI Incorporator The incorporator of the Association is Brooke A. Peterson, of Kaufman & Peterson, P.C., 315 East Hyman, Suite 305, Aspen, Colorado 81611. ARTICLE XII Contracts with Directors The following provision is inserted for the management of the business and for the conduct of the affairs of the Association, and the same is in furtherance of and not in limitation or exclusion to any power conferred by these Articles or by the law. No contract or other transaction of the Association with any person, firm or corporation shall be affected or invalidated by: (i) the fact that any one or more of the directors or officers of the Association is interested in or is a director or officer of another corporation; or, (ii) the fact that any director or officer, individually or jointly with others, may be a party to or may be interested in any such contract or transaction. Each person who may become a director or officer of the Association is hereby relieved from any liability that might otherwise arise by reason of his or her contracting with the Association for the benefit of himself or herself, or any firm or corporation in which he or she may be in any way interested. ARTICLE XIII Liability of Directors No director is liable to the Association for monetary damages for breach of fiduciary duty as a director, except that any director may be held liable to the Association for monetary damages for breach of the duty of loyalty to the Association or its members for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of the law, for loans made to a director in violation of §7-24-111 of the Colorado Non -Profit Corporation Act, or for any transaction from which the director derived an improper personal benefit. ARTICLE XIV Dissolution In the event of the dissolution of this Association, either voluntarily by the members hereof, by operation of law, or otherwise, then the assets of this Association shall be deemed to be owned by the members in proportion to each member's ownership of the common elements of the Planned Community. Executed this > day , 1994. STATE OF COLORADO COUNTY OF PITKIN ss. erson The foregoing instrument was acknowledged before me this ';)'-day of August, 1994, by Brooke A. Peterson, as Incorporator. Witness my hand and offic al seal. My commission expires: 3 2G/96 c/rjs/arts.dak Notary Pt(b1 is - 7 - .,,,$$$ ,,,,,III,,,, • \\OTA RI- -0-o--o- A U n \ G o._