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HomeMy WebLinkAbout1.01 Articles of Incorporation of HOA's4 • • ARTICLES OF INCORPORATION OF LAZY DIAMOND A SUBDIVISION HOMEOWNERS ASSOCIATION, LTD. (A Colorado Not For Profit Corporation) Article I Name The name of this Corporation shall be LAZY DIAMOND A SUBDIVISION HOMEOWNERS ASSOCIATION. Article II Duration The term of existence of this Corporation is perpetual. Article III Purposes The business, objects and purposes for which the Corporation is formed are as follows: 1. To be and constitute the Homeowners Association to which reference is made in the Covenants and Improvements Agreement for the Lazy Diamond A Subdivision ("Subdivision") and any supplement thereto (for brevity hereinafter referred to as "Subdivision Documents") recorded in the records of the Clerk and Recorder of the County of Garfield, Colorado, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association. 2. To provide an entity for the furtherance of the interests of all of the owners, including the Developer, with the objectives of establishing and maintaining it as a prime ownership project of the highest possible quality and value and enhancing and protecting its value, desirability and attractiveness. Article IV Powers In furtherance of its purposes, the Corporation shall have all of the powers conferred upon corporations not for profit by the statutes and common law of the State of Colorado in effect from time to time, including all of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Subdivision Documents which will include, but shall not be limited to, the following: 1. To make and collect common expense assessments against the members of the Association for the purposes of payment of the common expenses (including the expenses incurred in exercising its powers or of performing its functions); • • 2. To manage, control, operate, maintain, repair, improve and enlarge the common elements; 3. To enforce the terms, covenants, restrictions, conditions, uses, limitations and obligations set forth under the Subdivision Documents and Bylaws, and to make and enforce rules and regulations as provided therein; 4. To engage in activities which will actively foster, promote and advance the interests of all of the owners, including the interests of Developer during development of the project. 5. To hire a Managing Agent who shall have and exercise those duties and powers granted to him by the Board of Directors, but not those powers which the Board, by law, may not delegate. Article V Memberships 1. This Corporation shall be a membership corporation without certificates or shares of stock. Every owner of a subdivision lot, including the Developer, shall be a member. 2. Each lot shall have one (1) vote. When more than one (1) person holds a membership, they may appoint one (1) of their co -members as proxy to cast the vote for that membership. Such vote shall be cast as the owners thereof agree, but in no event shall more than one (1) vote per question be cast with respect to any one (1) lot. If the co -members cannot agree as to the manner in which their vote should be cast when called upon to vote, then they will be treated as having abstained. 3. A membership in the Corporation and the share of a member in the assets of the Corporation shall not be assigned, encumbered or transferred in any manner except as appurtenant to the transfer of title to the lot to which the membership pertains; provided, however, the rights of membership may be assigned to the holder of a mortgage, deed of trust or other security instrument on a lot as further security for the loan secured by a lien on such lot. 4. A transfer of membership shall occur automatically upon the transfer of title to the lot to which the membership pertains; provided, however, the Bylaws of the Corporation may contain reasonable provisions and requirements with respect to recording such transfers on the books and records of the Corporation. 5. The Corporation may suspend the voting rights of a member for failure to comply with the rules and regulations of the Corporation or with any other obligations of the owners of any lot under the Subdivision Documents. 6. The Bylaws may contain provisions setting forth the rights, privileges, duties and responsibilities of the members. 2 • • Article VI Board of Directors 1. The business and affairs of the Corporation shall be conducted, managed and controlled by a Board of Directors. The Board of Directors shall consist of not less than three (3) nor more than five (5) members, the specific number to be set forth from time to time in the Bylaws of the Corporation. Directors shall be lot owners which, in the case of corporate owners, shall include the officers of such corporate owners. 2. Members of the Board of Directors shall be elected at the annual meeting of the members in the manner determined by the Bylaws. 3. Directors may be removed and vacancies in the Board of Directors shall be filled in the manner provided by the Bylaws. 4. The names and addresses of the members of the first Board of Directors who shall serve until the first election of Directors and until their successors arc duly elected and qualified are as follows: Larry S. Axthelm 4264 County Road 117 Glenwood Springs, CO 81601 Evelyn Axthelm 601 21st Street, Apt. 401 Glenwood Springs, CO 81601 Dianne Axthelm 4264 County Road 117 Glenwood Springs, CO 81601. Any vacancies in the Board of Directors occurring before the first election of Directors shall be filled by the remaining Directors. The Board of Directo necessarily from among them, officers as the Board believes such duties and serve for such Article VII Officers rs shall elect from among them a president and shall also elect, but not one (1) or more vice-presidents, a secretary, a treasurer and such other will be in the best interest of the Corporation. The officers shall have terms of office as shall be prescribed in the Bylaws of the Corporation. 3 • • Article VIII Conveyances and Encumbrances Corporate property may be conveyed or encumbered by authority of the Board of Directors or by such person or persons to whom such authority may be delegated by resolution of the Board. Conveyances or encumbrances shall be by an instrument executed by the president or a vice-president and by the secretary or an assistant secretary, or executed by such other person or persons to whom such authority may be delegated by the Board. Article IX Initial Registered Office and Agent The initial registered office of the Corporation shall be located at 4264 County Road 117, Glenwood Springs, Colorado 81601. The initial registered agent at such office shall be Larry S. Axthelm. Article X Amendments Amendments to these Articles of Incorporation shall be adopted, if at all, in the manner set forth in the Bylaws; provided, however, no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration. Article XI Managing Agent Functions The Association shall obtain and may pay for the services of a person, persons or entity to administer and manage its affairs and be responsible for the operation, maintenance, repair and improving of the common elements and to keep the same in good, attractive and sanitary condition, order and repair. The cost of such services shall be borne equally by the members. Article XII General This Corporation is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes. Article XIII Incorporator The incorporator of this Corporation and his address is as follows: 4 Larry S. Axthelm 4264 County Road 117 Glenwood Springs, CO 81601. In Witness Whereof, the above-named incorporator has hereunto set his hand and seal this day of January, 1992. Larry S. Axthelm STATE OF COLORADO ) ) ss. COUNTY OF GARFIELD ) I, a notary public in and for the State of Colorado, hereby certify that on the day of January, 1992, there personally appeared before me Larry S. Axthelm, known to me, who being first duly sworn, declared that he is the person who signed the foregoing document as incorporator as his free act and deed on the day and year set forth therein and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of January, 1992. Notary Public 5