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HomeMy WebLinkAbout1.02 Bylaws of HOABYLAWS OF LONG SUBDIVISION OWNERS' ASSOCIATION ARTICLE I Membership and Voting Rights Section 1.1. Owners - Members: Membership in the Association shall be as set forth in the Declaration of Covenants, Conditions and Restrictions for Long Subdivision (hereafter the "Declaration") as recorded in the records of the Garfield County, Colorado Clerk and Recorder. The Association is an unincorporated non-profit association established under and by virtue of the laws of the State of Colorado. Section 1.2. Right to Vote: Members shall have such voting rights as provided in the Declaration and the Articles of Organization of the Long Subdivision Owners' Association. Section 1.3. Proxies: Voting by proxy is hereby authorized provided that all proxies shall be filed with the Secretary of the Association at least 48 hours prior to the time of any meeting. Section 1.4. Quorum: A majority of the Members entitled to vote shall constitute a quorum for the transaction of any business of the Association, including the election of directors. Section 1.5. Adoption of Resolution: It shall require a vote of not less than the majority of the Members present at a meeting in person or by proxy to adopt a resolution presented at a membership meeting for adoption. ARTICLE II Membership Meetings Section 2.1. Annual meetings: The first annual meeting of th'e Members shall be held within one (1) year from the date of the organization of the Association, and each subsequent regular annual meeting of the Members shall be held on a date and at a time set by the Board of Directors each succeeding year. Section 2.3. Special Meetings: Special meetings of Members of the Association may be called by the President, or by resolution of the Board of Directors of the Association, or upon petition signed by not less than a majority of the Members entitled to vote, the same having been presented to the Secretary. A notice of any special meeting shall state the time and place of the meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in such notice, unless by agreement of more than 50% of the Members present and entitled to vote, either in person or by proxy. Section 2.3. Place of Meeting: Meetings, both regular and special, of the membership shall be held at suitable place within Garfield County, Colorado, as may be designated by the Board of Directors of the Association. Section 2.4. Notice of Meetings: Notice of the annual meeting of Members of the Association, setting forth the place, day and hour of such meeting and, in the case of special meetings, the purpose of such meeting, shall be mailed to Members entitled to vote at least ten (10) days and not more than fifty (50) days prior to the date fixed for such meeting. All such notices shall be mailed by the Secretary of the Association, postage prepaid, and addressed to the Member entitled to vote at his last known address shown on the records of the Association. Section 2.5. Adjourned Meetings: If any meeting of the Members can not be conducted for lack of a quorum at said meeting, either in person or by proxy, the President may adjourn the meeting to a later date not more than ten (10) days from the time of the original meeting. Section 2.6. Order of business: The order of business at the annual meeting of Members shall be as follows: (a) Roll call of Members present entitled to vote (b) Inspection and verification of proxies (c) Reading of minutes of preceding annual meeting (d) Report of officers (e) President's report (f) Committee reports (g) Election of members of Board of Directors (h) Unfinished business (i) New business ARTICLE III Board of Directors Section 3.1. Appointment: The Declarant, as identified and described in the Declaration, shall maintain the authority to appoint such members of the Board of Directors as provided in the Declaration; thereafter subject to the other provisions of this Article III. Section 3.2. Number and Qualification: The affairs and business of the Association shall be conducted by a Board of Directors consisting of not less than one (1) nor more than five (5) members who shall be elected at the annual meeting by Members 2 of the Association entitled to vote thereat. The initial Board of Directors shall consist of three (3) persons, all of whom have been appointed as provided by Section 3.1 hereof. Members of the Board of Directors shall serve until their respective successors are duly elected and qualified. The number of the Board of Directors shall be established from time to time by amendment to these Bylaws. Section 3.3. Election and Term of Office: At annual meetings of the membership of the Association to be held as herein provided, the terms of office of directors may be fixed for such period of time as the membership entitled to vote may determine, and such terms may be staggered (i.e. various members of the Board may be elected for terms of different lengths), provided that nothing contained herein shall prevent the election of a director whose term has expired to a new term as such director. Section 3.4. Vacancies: Vacancies in the membership of the Board of Directors caused for any reason other than the removal of a director by a vote of the membership of the Association as herein provided, shall be filled by a vote of the majority of the remaining members of the Board of Directors even though they may constitute less than a quorum; and each person so elected shall be a director until his successor is elected at the next annual meeting of the membership of the Association. Section 3.5. Removal of Directors:A director may be removed as such at any regular or special meeting duly called, with or without cause, by a vote of the majority of the Members entitled to vote, and a successor may then and there be elected to fill the vacancy thereby created. No member of the Board appointed by the Declarant may be removed except upon the vote a more than 75% of the total Members. The term of office of any director shall be declared vacant when such director ceases to be a Member of the Association by reason of the transfer of the ownership of his lot or unit. Section 3.6. Compensation: Directors shall not be paid any compensation for their services performed as such directors unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors of the Association and ratified by resolution of the membership of the Association. Directors may be reimbursed for actual expenses incurred in connection with their duty as director. Section 3.7. Organization Meeting: Within a period of ten (10) days following the election of a newly elected Board of Directors, or any part thereof, an organizational meeting of the directors shall be held at a time and place fixed by said directors, at which meeting officers of the Association shall be elected as provided in Article IV hereof. Section 3.8. Regular Meetings: Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the President of the Association or by a majority of its Board of Directors. 3 Section 3.9. Special Meetings: Special meetings of the Board of Directors may be called by the President or the Secretary upon 48 hours notice to each director given personally or by telephone, which notice shall state the date, time and place of the meeting and shall state the purpose thereof. Section 3.10. Waiver of Notice: Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to giving of such notice. Attendance by a director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the directors are present at a meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 3.11. Quorum: A majority of the Board of Directors then in office shall constitute a quorum for the transaction of any business of the Association, and the act of the majority of the directors present at a meeting at which time a quorum was present shall be the act of the Board of Directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting to a later date. At any adjourned meeting at which a quorum is present any business that might have been transacted at the meeting as originally called may be transacted without further notice. Section 3.12. Hearing Procedure: The Board of Directors shall not impose a fine suspend voting or any other rights of a Member of the Association or other occupants for a violation of the rules and regulations of the Association or a violation of the provisions of the Declaration, unless and until due process shall be given. Such process shall include at a minimum (i) notice of the alleged violation, (ii) written demand for compliance, and (iii) a hearing before the Board of Directors. These procedures shall not be necessary in order to impose any sanction or penalty for nonpayment of a delinquent assessment. The design control committee of the Association (as defined and described in the Declaration) shall employ the above procedures before ordering modification or removal of any improvements erected without said committee's proper consent. Section 3.13. Duties: The Board of Directors shall be entitled to employ and remove personnel as necessary for the operation, maintenance, repair and replacement of Common Areas, Common Facilities and other property interests. Section 3.14. Indemnification: The members of the Board of Directors shall not be liable to the Members of the Association for any mistake of judgment, negligence or otherwise, except in the event of willful misconduct or malfeasance. The Association shall indemnify and save and hold harmless each of the members of the Board of Directors against all contractual liabilities to others arising out of contracts made by the Board of Directors on behalf of the Association and its Members, and in connection with any act performed pursuant to the Declaration, unless such director or directors are adjudged guilty of wanton and willful misconduct in the performance of their duties as directors. 4 ARTICLE IV Officers Section 4.1. Designation: The principal officers of the Association shall be a President, Vice President, Secretary and Treasurer, all of whom shall be elected by the Board of Directors. The officers of the Association may be combined, except that the President and Secretary shall not be the same person. Other officers or agents may be appointed or elected by the Board of Directors from time to time. Section 4.2. Election of Officers: The officers shall be elected annually by the Board of Directors at the organizational meeting of each new Board, and shall hold office at the pleasure of the Board of Directors. Section 4.3. Removal of Officers: Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. Section 4.4. President: The President shall be chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of President, including, but not limited to, the power to appoint committees from among the owners from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. Section 4.5. Vice President: The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President shall be able to act, the Board of Directors shall appoint some other member of the Board to so act on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors. Section 4.6. Secretary: The Secretary shall have the responsibility for keeping the minutes of all meetings of the Association and of the Board of Directors, as well as such correspondence or notices as shall be necessary and such other duties as shall from time to time be imposed upon him by the Board of Directors. Section 4.7. Treasurer: The Treasurer shall have the responsibility for Association funds and securities, and shall be responsible for keeping full and accurate accounts of all receipts and disbursements of the Association, and deposit the 5 Association's funds in such depositories as may from time to time be designated by the Board of Directors. Section 4.8. Indemnification: Officers of the Association shall be indemnified for any act they may perform upon behalf of the Association in the same manner herein provided for indemnification of members of the Board of Directors. ARTICLE V Rules and Regulations The Board of Directors may, from time to time, promulgate such reasonable rules and regulations consistent with and in furtherance of the covenants, conditions and restrictions affecting the property as described in the Declaration, the Articles of Organization and these Bylaws. ARTICLE VI Books and Records - Budget - Inspection Section 6.1. Books and records: The Board of Directors shall cause to be maintained at the principal office of the Association, complete books and records of account with respect to the fiscal and budgetary affairs of the Association. Section 6.2. Budget. Annually it shall be the responsibility of the Board to establish and adopt an operating budget for the Association's fiscal year. The budget shall be estimated based on the previous years budget and the projected expenses of the upcoming year. The budget shall provide for the allocation of any surplus funds remaining from any prior budget period. Within thirty (30) days after the adoption of the annual budget, the Secretary shall cause a copy of said budget to be mailed to all owners of lots within the Subdivision, and shall set a date for a meeting of the Members of the Association to vote on ratification of the budget. A majority of the Members present at such meeting entitled to vote must reject the budget; otherwise to be ratified and adopted. Section 6.3. Inspection: The books of account and records of the Association shall be open to inspection at convenient week day business hours by any member or by the mortgagee of any lot. Such inspection by any Member or mortgagee may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts or perform audits. Any such inspection shall be at the expense of the Member or mortgagee conducting the same. Upon ten (10) days notice to the Board of Directors, any lot owner or the mortgagee thereof shall be furnished a statement of account setting forth the amount of an unpaid assessment or other charges due and owing in connection with the lot in which said owner or mortgagee holds an ownership or lien interest. 6 ARTICLE VII Amendment These Bylaws may be amended by a majority vote of the Board of Directors at any regular meeting or any special meeting called for such purpose. The notice of the meeting to amend the Bylaws shall specify the particular amendment in such notice. No Bylaws shall be amended nor shall supplemental Bylaws be added hereto which shall be in conflict with the statutes of the State of Colorado or the conditions, provisions and terms of the Declaration. ARTICLE VIII Conflict of Documents - Binding Effect Section 7.1. Conflict: In case of any conflict between the Articles of Organization and these Bylaws, the Articles shall control; and in the event of any conflict between the Declaration and these Bylaws, the Declaration shall control. Section 7.2. Binding Effect: All present and future Owners/Members and or their lessees or other persons who may occupy any part of a lot or use any portion of Common Area, are subject to the provisions of these Bylaws. The acquisition, lease or occupancy of any lot or other use of any part of the Subdivision or its improvements indicates that such party has adopted and ratified these Bylaws and agrees to comply therewith. The foregoing Bylaws were duly adopted at a meeting of the Board of Directors held the day of , 1998.