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HomeMy WebLinkAbout1.02 Bylaws of HOA• • BYLAWS OF LAZY DIAMOND A SUBDIVISION HOMEOWNERS ASSOCIATION, LTD. ARTICLE I. OFFICES The principal office of the Association shall be 4264 County Road 117, Glenwood Springs, Colorado 81601. The Association may also have one (1) or more offices at such other place or places within or without the State of Colorado as the Board of Directors may from time to time determine or the business of the Association may require. ARTICLE II. MEMBERS' MEETINGS 1. Meetings of members shall be held at the principal office of the Association or at such other place or places, within or without the State of Colorado, as may be from time to time determined by the Board of Directors. The place at which such meetings shall be held shall be stated in the notice of the meetings. 2. After the year 1992, the annual meetings of the members for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting shall be held in each year on the second Wednesday in April. If the day so fixed for such annual meeting shall be a legal holiday, then such meeting shall be held on the next succeeding business day. 3. Special meetings of members for any purpose or purposes may be called at any time by the Board of Directors and shall be called by the Chairman of the Board of Directors or the Secretary upon the request of the holders of not less than one-half ('/z) of the total members' vote in the Association entitled to vote at the meeting. The purposes of such special meeting shall be stated in the notice therefor. 4. Notice of each meeting of members, whether annual or special, shall be given not less than ten (10) nor more than fifty (50) days prior thereto to each member of record entitled to vote thereat by delivering written or printed notice thereof to each member personally or by mailing the same to his address as it appears on the books of the Association. The notice of all meetings shall state the place, day and hour thereof. 5. At least ten (10) days before every meeting of members a complete list of members entitled to vote thereat, arranged in alphabetical order, showing the address of each member and the number of votes to which each is entitled, shall be prepared by the Secretary of the Association and shall be open to the inspection of any member during usual business hours for a period of at least ten (10) days prior to such meeting at the principal office of the Association, • • and such list shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any member who shall be present. 6. Members of this Association shall have the right to vote the election of the directors of the Association and upon all other matters properly brought to a vote of the members by virtue of the Articles of Incorporation and the Bylaws of the Association or the laws of Colorado in the following manner: There shall be one (1) membership and one (1) vote for each lot within Lazy Diamond A Subdivision. Provided, however, that so long as C. E. Axthlem Co. and E. R. Axthelm Co. are members of this Association and own more than one-sixth (1/6) or more of the lots in the Subdivision, said C. E. Axthelm Co. and E. R. Axthelm Co. shall be entitled to elect the majority of the directors of the Association and shall be entitled to cast the majority of the votes cast on all other questions voted on by the members. 7. The cumulative system of voting shall not be used for any purpose. Each member shall be entitled to vote in person or by proxy executed in writing by such member or by his duly authorized attorney in fact; provided, however, that no such proxy shall be valid after eleven (11) months from the date of its execution, unless the proxy provides for a longer period. When a quorum is present at any meeting, the vote of a majority of the members' votes present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by the express provisions of the laws of Colorado, the Articles of Incorporation or the Protective Covenants for the Subdivision, in which case the express provisions shall govern and control the decision of such question. 8. The Board of Directors shall close the membership transfer books of the Association for a period of not less than ten (10) days nor more than fifty (50) days preceding the date of any meeting of members. 9. The holders of a majority of the total members' votes entitled to vote thereat, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at all meetings of members for the transaction of business, except as otherwise expressly provided by law or by the Articles of Incorporation. If such quorum shall not be present or represented at any such meeting, the holders of a majority of the votes present in person or represented by proxy and entitled to vote thereat shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented. 10. The Chairman of the Board of Directors shall call meetings of members to order and act as chairman of such meetings. In the absence of said officer any member entitled to vote thereat, or any proxy of any such member, may call the meeting to order and a chairman shall be elected. The Secretary of the Association shall act as secretary of such meetings. 2 • • ARTICLE III. DIRECTORS 1. After each annual election of Directors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of any other business. 2. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. 3. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors on five (5) days' notice to each director, given either personally, by mail or by telegram. Said special meetings may also be called by the Chairman of the Board of Directors or Secretary in like manner and on like notice upon the written request of any two (2) directors. 4. Meetings, including organizational meetings, of the Board of Directors may be held at such place or places either within or without the State of Colorado as shall from time to time be determined by the Board, or as shall be fixed by the Chairman of the Board of Directors and designated in the notice of the meeting. 5. A majority of the number of directors shall constitute a quorum at all meetings of the Board of Directors, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting, a majority of the directors present may adjourn the meeting to a later day and hour without further notice. 6. Directors shall be paid no compensation by the Association for their services. All directors may be allowed expenses incurred for attendance at each regular or special meeting of the Board as may be from time to time fixed by resolution of the Board. Nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving compensation therefor. ARTICLE IV. OFFICERS 1. The Board of Directors annually shall elect a Chairman of the Board of Directors, a Secretary and a Treasurer. The Board may also elect or appoint such other officers as may be determined by the Board. Every officer so elected or appointed shall continue in office until his successor shall be elected or appointed and qualify, unless sooner removed. Any individual, except the Chairman of the Board of Directors, may hold two (2) or more offices simultaneously if no other member is willing to serve in a given position. Any officer elected or appointed by the Board of Directors may be removed at any time by an affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. 3 • • 2. Officers of the Association shall not be paid compensation for their services. 3. The Chairman of the Board of Directors shall be the chief executive officer of the Association. He shall preside at all meetings of the members and directors, shall have general and active management of the operation of the Association, and shall see that all orders and resolutions of the Board of Directors are carried into effect. 4. The Secretary shall give, or cause to be given, notice of all meetings of the members and directors and shall attend all such meetings and keep a record of their proceedings. The Secretary shall be the custodian of the seal of the Association and shall have power to affix the same to all documents, the execution of which on behalf of the Association is authorized by these Bylaws, the Articles of Incorporation or the Board of Directors. The Secretary shall have charge of membership records of the Association and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Directors or the Chairman of the Board of Directors. 5. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association and shall deposit all such funds in the name of the Association in such banks or other depositories as shall be selected by the Board of Directors. The Treasurer shall collect and receive and give receipts for all monies or securities belonging to the Association. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors or the Chairman of the Board of Directors. The Treasurer shall give a bond for the faithful discharge of his duties, if, and in such sums and with such sureties as, the Board of Directors shall require, so long as the cost of said bond is paid by the Association. ARTICLE V. ASSESSMENTS 1. Assessments may be levied by the Association upon the members of the Association by vote of the majority of the members of the Association present in person or by proxy at any duly called meeting of the members for the purpose of funding any of the activities of the Association, which shall include, but not be limited to, payment of taxes on real and personal property; interest on monies borrowed; road and easement construction, surfacing, maintenance and snow removal; construction of improvements upon and maintenance of common areas; legal and accounting fees; managerial salaries; and any and all expenditures needed or required for the operation of the Association affairs. Assessments shall not include charges for water or other utilities. All such charges for utilities shall be made separate and apart from assessments levied under this Article. 2. All assessments shall be levied equally upon each lot owner. 3. Every assessment duly levied against any member by the Association shall become a lien on the lands and improvements to lands owned by such member in the Lazy Diamond A Subdivision. The Association shall be entitled to maintain an action in the District Court in -4- • • and for the County of Garfield and State of Colorado for the purpose of recovering any unpaid assessments made against any member and for the purpose of foreclosing its lien against the real property and improvements of such member for the satisfaction of such unpaid assessments. Upon the request of any member, the Board of Directors shall execute and deliver an agreement subordinating the lien provided for in this paragraph to the lien of any first mortgage or deed of trust on the real property and improvements owned by the member in Lazy Diamond A Subdivision. The Board of Directors may, in its discretion, also subordinate the lien provided for in this paragraph to any second or subsequent mortgage or deed of trust. ARTICLE VI. UTILITIES 1. The domestic and irrigation water systems within the Subdivision shall be owned or managed by the Association. The Association shall also have the right and authority to own or manage any other utility system as it may from time to time deem necessary, expedient or appropriate. 2. The operation of utility systems owned or managed by the Association shall be governed by rules and regulations adopted by the Association for the operation of each such system. 3. Tap fees, readiness to serve charges, system improvement fees, service charges or other fees or charges for the construction and maintenance of utility systems owned or managed by the Association shall be as from time to time established by the Association in the rules and regulations adopted for the operation of such utility systems. ARTICLES VII. COMMON AREAS 1. The common areas within Lazy Diamond A Subdivision shall be owned, managed, developed and maintained by the Association. 2. The development, management and maintenance of the common areas shall be governed by rules and regulations adopted by the Association; provided, however, no construction or major improvement to any portion of the common areas shall be authorized or allowed until such time as each particular project or proposed construction has been first approved by three-fourths (3/4ths) of the votes of the membership of the Association. 3. Use fees and charges for the construction on and maintenance of the common areas shall be as from time to time established by the Association in the rules and regulations adopted for the common areas above authorized. 4. Special use fees and charges may be made to less than all members of the Association if the directors determine that the use of a portion of the common areas is of benefit 5 • • to less than all of the membership, e.g. the area of the common areas to be used for the purpose of stabling and pasturing horses. ARTICLE VIII. ROADS 1. The roads in the subdivision are public and will be managed, controlled and maintained by the Association. 2. The Association may from time to time adopt rules and regulations governing the use of the roads, including establishing traffic control, speeds, parking and otherwise managing the same in the same fashion as a municipality (excluding criminal penalties for violations). 3. Use fees and charges for maintenance of the roads and snow removal therefrom shall be as from time to time established by the Association in the rules and regulations adopted as above authorized. ARTICLE IX. CONVEYANCE AND LOANS 1. Conveyance or encumbrance of all or any part of the corporate property may be made as provided in the Articles of Incorporation. A certification contained in any such conveyance or encumbrance, reciting the names of the directors of the Association in office at the time of execution of the conveyance or encumbrance and setting forth the text of the resolution of the members authorizing the conveyance or encumbrance, signed by the Secretary of the Association and bearing the corporate seal, shall be binding on the Association as to the facts therein stated. 2. Loans may be contracted on behalf of the Association upon resolution duly passed by the Board of Directors and after obtaining approval of seventy-five percent (75%) of the members. ARTICLE X. INDEMNIFICATION The Association shall indemnify any and all of its directors or officers, or former directors or officers, against expenses actually incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties or party by reason of being or having been directors or officers or a director or officer of the Association, except in relation to matters as to which any such director or officer, or former director or officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of members or otherwise. 6 • • ARTICLE XI. CORPORATE SEAL The corporate seal shall consist of two concentric circles, between which shall be the name of the Association and the word "Colorado", and in the center shall be inscribed the word "SEAL". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE XII. AMENDMENTS This Association reserves the right to amend, alter, change or repeal any provisions contained in, or to add any provisions to, its Articles of Incorporation or Bylaws from time to time by resolution adopted at any regular or special meeting by three-fourths (3/4ths) of the votes of all of the members entitled to be cast thereat, whether present in person or represented by proxy or absent. ADOPTED by the Board of Directors of the Lazy Diamond A Subdivision Homeowners Association this day of , 1992. ATTEST: Secretary 7 President