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HomeMy WebLinkAbout1.01 Articles of Organization of HOAARTICLES OF ORGANIZATION OE LONG SUBDIVISION OWNERS' ASSOCIATION The undersigned, acting as Organizers of an unincorporated non-profit association under the Colorado Unincorporated Non -Profit Association Act, C.R.S. 7-30-101 et seq., hereby adopt the following Articles of Organization for the establishment of the Long Subdivision Owner's Association: ARTICLE I - NAME The name of the association is Long Subdivision Owner's Association (the "Association"). ARTICLE II - DURATION The Association shall have perpetual existence. ARTICLE III - PURPOSES AND POWERS The Association does not contemplate pecuniary gain or profit for its Members. The nature of the Association and the objects and purposes for which the same is organized are as follows: 1. To be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Long Subdivision (the "Declaration") covering that property identified on EXHIBIT A, attached hereto and by this reference incorporated herein, a plat of property having been recorded in the records of the Garfield County Clerk and Recorder as Reception No. , as the same may hereafter be amended (the "Subdivision"), located in Garfield County, Colorado, and which Declaration has been or is to be recorded in the Office of the Clerk and Recorder of Garfield County, Colorado. Property may be added or eliminated from said Declaration as provided therein, and may include adjacent property by virtue of prescription, adverse possession or otherwise. 2. To administer and enforce the provisions of the Declaration for the benefit of the owners and occupants of the Subdivision on a cooperative basis. 3. To have and exercise, generally, all powers and functions and to do and perform all acts, which are or may be necessary to carry out and effectuate the purposes for which the Association is formed; such powers shall include, without limiting the general powers of the Association, the power to perform the following specific acts: (a) Pay taxes and assessments, if any, on all property held by the Association for the general or common use of the Members; (b) Disburse funds collected for maintenance, taxes, or other proper charges levied against the property of the Association; (c) Acquire, own, hold, improve, maintain or dispose of property in the best interests of the Association, either by purchase, sale or dedication to a public authority; (d) Borrow money for the proper conduct of the affairs of the Association; (e) Establish, levy and assess regular or special charges and assessments against lots within the Subdivision and the owners thereof in pursuance of the purposes of the Association, and establish appropriate collection procedures therefor; (f) To make and enforce rules and regulations as provided in the Declaration affecting the Subdivision; (g) To exercise all those general powers, rights or privileges now or hereafter conferred upon unincorporated non-profit associations under the laws of the State of Colorado; (h) To exercise such powers as set forth in the Declaration and delegated therein to the Association; (i) To enter into, make, perform or enforce contracts of every kind or 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, company or other entity or agency, public or private; and (j) To adopt, alter, amend or repeal such Association Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, that such Bylaws shall not be inconsistent with or contrary to any provision of the Declaration. 4. The Association is organized exclusively for purposes of holding title to commonly held property interests and to enforce the provisions of the Declaration on a cooperative basis, whereby the majority of its income shall be derived from assessments to Members for the sole purpose of meeting its expenses or losses, and in full compliance with the applicable requirements of Section 501 of the Internal Revenue Code. Notwithstanding any other provision hereof, this Association shall not conduct or carry on any activities not permitted, nor receive any income which is prohibited under applicable provisions of the Internal Revenue Code. 5. The Board of Directors of the Association shall be vested with the exclusive authority to authorize the President or the Vice President, with the attestation of the Secretary, to convey or encumber all or any part of the Association's property subject to the voting rights of the Members and mortgagees as established by the Declaration. ARTICLE IV - MEMBERSHIP 1. The Association shall be a membership association without shares of stock. The record owner, whether one or more persons or entities (including contract sellers, but excluding those having such interest merely as security for the performance of an obligation) of a fee simple title to any lot, as defined in the Declaration, shall be Members of the Association.. Membership shall be appurtenant to and may not be separated from fee ownership of any such lot. 2. Membership in the Association shall not be represented by certificates. 3. The Association shall have one class of voting membership which shall be all owners. Members shall be entitled to one (1) votes for each of the three (3) lots described upon the Plat. When more than one person holds an interest in any lot, all such persons shall be Members; provided, however, that the vote for such lot shall be exercised as the several owners shall among themselves determine, but in no event shall more than one (1) vote be cast with respect to any one lot. ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT The address of the initial registered office of the Association is: 7700 County Road 312, New Castle, Colorado 81647. The name of the Association's initial registered agent is: Bernard R. Long. The business and affairs of such Association shall be conducted and carried on within the State of Colorado. The principal office of the Association shall be located in Garfield County, Colorado. ARTICLE VI - INITIAL BOARD OF DIRECTORS The initial Board of Directors of the Association shall consist of three (3) directors who will serve until the first annual meeting of the Members or until the successor of each shall have been duly elected and qualified. The names and addresses of the initial directors are as follows: Name Bernard R. Long Martha Long Kevin Long Address 7700 County Road 312 New Castle, CO 81647 7700 County Road 312 New Castle, CO 81647 ARTICLE VII - INDEMNIFICATION OF DIRECTORS The Association shall indemnify the directors to the full extent permitted by Colorado law. ARTICLE VIII - LIMITATION OF LIABILITY 1. The personal liability of a director to the Association or its Members for monetary damages for breach of fiduciary duty as a director is limited to the full extent permitted by Colorado law. 2. The directors, officers, employees and Members of the Association shall not, as such, be personally liable on the Association's obligations. 3. Directors shall not be liable for actions taken or omissions made in the performance of Association duties, except for wanton or willful acts or omissions. ARTICLE IX - ORGANIZERS The Organizers of this Association are: Name Address Bernard and Martha Long 7700 County Road 312 New Castle, CO 81647 4 ARTICLE X - AMENDMENTS Except as herein otherwise specifically provided, amendments to these Articles of Organization shall be adopted, if at all, in the manner set forth in the bylaws; provided, however, that no amendment to the Articles of Organization shall be contrary to or inconsistent with any provision of the Declaration. IN WITNESS WHEREOF, the undersigned have subscribed their names to the Articles of Organization of the Long Subdivision Owners' Association, a Colorado unincorporated non-profit association, on this day of , 1998. STATE OF COLORADO ) ) ss. COUNTY OF GARFIELD ) The foregoing instrument was acknowledged before me this day of , 1998, by Bernard R. Long and Martha Long, Organizers. Witness my hand and official seal. My commission expires: 5 Notary Public