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HomeMy WebLinkAbout1.0 Applicationl VALLEY IMPROVEMENT POST OFFICE BOX 248 SILT, COLORADO 81652 TELEPHONE (303) A76-2437 May 5, 1912 & DEVELOPMENT CORP. Mr. Robert Scarrow Garf ie I d County Surveyor City Court House Glenwood Springs, Colorado 8t60t Dear Mr. Scarrow: Enclosed are two sketch plan copies of a proposed subdivisiorr This subdivision will be located in the Southerly portion of owned by the Val Iey Farms lncorporated of Si lt, Colorado. I would appreciate your reviewing this proposal with the Plaj Garf ield County Commission and giving me your recommendation 5lncerely, Roger Dixon deve I opment. the properties Commitfee of fhe and approval. DALLAs oFFIcE: coTToN ExcHANGE BUILDTNG - TELEPHoTNE (zto) zle-lsot DALLAS, TEXAS 752OI . TELEX 73O395 PROTECTIVE COVENANTS MTNEOTA RIDGE ESTATES April ' L972 ARTICLE ] - PURPOSE OF COVENANTS 1. General Requirements. It is the intention of the.Valley tmprove EP., a Nevada corporation, expressed by its execution of this instrument, that the lands within Mineota Ridge Estates be developed and maintained as a highly desirable scenic and secluded residential area. ft is the purpose of these covenants that the present natural beauty and view, the natural growth and native setting and surroundings of Mineota Ridge Estates shall always be protected insofar as is possible in connection with the uses and structures permitted by this instrument. ARTICLE fT - DEFINTTIONS 1. designated ondivisions by the recordeda number sha1l ffits of Mineota be residential subdivision Lots Ridge Estates sub- lots. Residential Lots. A11 of the 2. Commons Area. A11 of the subdivision areas desig- natedontherffi@-tsofMineotaRidgeEstatessubdivisions by the word "Commons" shall be commons areas. 3. Mineota Ridge Estates. The words "Mineota Ridge Estates" as us shall mean al] of the lands included within the initial Mineota Ridge Estates subdivision and also any adjacent subdivisions which bear in their title the words "Mineota Ridge Estates." ARTICLE III - MINEOTA RIDGE ESTATES HOME OWNERS ASSOCIATTON 1. Membership in Mineota Ridge Estates Home Owners Association.F@esHomeownersAssociation)whoownoracquirethe title in fee to any of the lands in the Mineota Ridge Estates(other than lands dedicated as public roads), by whatever means acquired, sha1l automatically become Members of MINEOTA RIDGE ESTATES HOME OWNERS ASSOCIATION, a Colorado corporation not for profit, in accordance with the Articles of Incorporation of said MINEOTA RIDGE ESTATES HOME OWNERS ASSOCfATION as presently in effect and recorded or filed in the records of Garfield County, Colorado, and as the same may be duly amended from time to time and also filed or recorded in the Garfield County records. ARTICLE IV - ARCHITECTURAL COMI,TITTEE 1. Architect@. The Architectural Cont- mittee shall mean the Board of Trustees of I{INEOTA RIDGE ESTATES HOME OWNERS ASSOCfATION, A Colorado corporation not for profit, as said Board of Trustees is presently constituted from time to time in the future. Said Architectural Committee shall haveand exercise all of the powers, duties, and responsibiritiesset out in this instrument. 2. Approval Jcy Architectural Committee. No improve-ments of any k elling irors.=,barns, outbuildings, swimming poo1s, tennis courts, ponds, parkingareas, fences, waI1s, garages, drives, antennae, flag po1es, curbsand walks, shall ever be erected, altered or permitted to remainon any lands within Mineota Ridge Estates, nor shall any exca-vating, clearing or landscaping be done in conjunctj-on therewithon any lands within Mineota Ridges Estates, unless the completearchitectural plans and specificaLions and a site plan showingthe location and orientation thereof for such erection or alter-ation and landscaping are approved by the Architectural Committeeprior to the commencement of such work. The Architectural Com-mittee shaII consider the materials to be used on the externalfeatures of said buildings or structures, incruding exteriorcolors, harmony of external design with existing structureswithin said subdivision, location with respect [o topographyand f inished grade elevations and harmony oi landscapi-ng wi-trrthe natural setting and native trees, bushes and other vegetationwithin said subdivision. The complete architectural plani andspecifications must be submitted in at least two complete sets,and must include at least four different etevation views. Onecomplete copy of plans and specifications sharr be signed foridentification by the owner and left with the ArchitecturalCommittee. In the event the Architectural Connnittee fails totake any action within 45 days after comprete architecturalplans for such work have been submitted to it, then all of suchsubmitted architectural plans shaI1 be deemed to be approved.rn the event the Architectural committee shalr disapprove anyarchitectural p1ans, the person or.association submitting sucharchitectural plans may appeal the matter at the next annual orspecial meeting of the members of I4INEOTA RIDGE ESTATES HOI4E owNERS ASSocrATroN, where an affirmative vote of at least amajority of the Members' votes entitled to be cast at said Membersr Meeting shal1 be required to change the decision ofthe Architectt'.ral Committee. 3. Variances. Where circumstances, such as topography,Iocation of pr@IFElTnes, location of trees and brtish, or-otirei'matters require, the Architecturar committee may, by an affirma-tive vote of a majority of the members of the Aichitectural Com-mittee, alrow reasonabre variances as to any of the covenantsand restrictions contalned in this instrument, on such terms andconditions as it shaI1 require; provided that no such varianceshall be finally allowed until 30 days after the Arihitectural Committee shall have mailed a notice of such variance to each MEMbET Of MINEOTA RIDGE ESTATES HOME OWNERS ASSOCTATION. IN thEevent any three Members sha1l notify the Architectural Committeein writing of their objection to such variance within said 3O-day period, the variance shal1 not be allowed until such timeas it shaII have been approved by an affirmed. vote of at leasta majority of the votes entitled to be cast at an annual orspecial meeting of the Members of IqTNEOTA RIDGE ESTATES HOME OWNERS ASSOCIATION. -2- 4. General Reguirements. The Architectural Committee shalI exercise see that all improvements, construction, landscaping, and alterations on the lands within the Mineota Ridge Estates conform and harmonize with the natural surroundings and with existing structures as to external design, materials, color, siting, height, topography, grade, and finished ground elevation. The Architectural Committee shall protect the seclusion and natural view of each residential lot insofar as possible in the development of Mineota Ridge Estates pursuant to these covenants. 5. Preliminary Approvals. Persons or associations who anticipateconson1andswithinMineotaRidgeEstates, whether they already own lands in Mineota Ridges Estates or are contemplating the purchase of such landsr mdy submit pre- liminary sketches of such improvements to the Architectural Com- mittee for informal and preliminary approval or disapproval. Allpreliminary sketches should be submitted in at least two sets, should contain a proposed site plan and should contain sufficient general information on all the aspects that will be required to be in the complete architectural plans and specifications to allow the Architectural Committee to acL intelligently on giving an in- formed and preliminary approval or disapproval. The Architectural Committee sha1l never be finally committed or bound by an prelim- inary or informal approval or disapproval until such time as com-plete architectural plans are submitted and approved or disapproved. 6. Architectural P1ans.The Architectural Committee are not suffj-cient for it to exercise the judgment required of it by these covenants. 7. Architectural Committee Not Liable. The Architectural Committee shal erson or association submitting any architectural plans for approvalr oE to any owner or owners of lands within Mineota Ridge Estates, by reason of any action,failure to act, approval, disapprovalr oE failure to approve or dis- approve, with regard to such architectural p1ans. Any person or association acquiring the title to any property in Mineota Ridge Estates t or any person or association submitting plans to the Archi- tectural Committee for approval, by so doing does agree and covenant that he or it will not bring any action or suit to recover damages against the Architectural Committee, its members as individuals, or its advisors, employees, or agents. 8. Written" Records. The Architectural Committee shall keepandsafegffistfiveyearScomp1etepermanentwritten records of all applications for approval submitted to it(including one set of all preliminary sketches and all architecturalplans so submitted) and of all actions of approval or disapproval and all other actions taken by it under the provisions of this in- strument. ARTICLE V - GENERAL RESTRICTTONS ON ALI, LCT'S 1.Estates shall Zoning Regulations.@ No lands within Mineota Ridge used by or for any structure -3- shall disappro@r plans submitted to it which or purpose or in any manner which is contrary to the zoning regulations of Garfield County, Colorado, validly in force from time to time. 2. No Mining, Dri11ing, or Quarrying. No mining,quarrying, tun or any sub- stances within the earth, including oiI, 9as, minerals, gravel, sand, rock, and earth, sha11 ever be permitted within the limits of Mineota Ridges Estates 3. No Business Uses. No lands within Mineota Ridge Estates sha11 @ or used for any commercial or business purpose nor for any noxious activity and nothing shall be done or permitted to be done on any of said lands which is a nuisance or might become a nuisance to the owner or owners of any of said lands. 4. Signs. With the exception of one "For Rent" or "For SaIe" sigil-ffiich shal1 not L,e larger than 20 x 26 inches) and except for one entrance gate sign of a style and design approved by the Architectural Committee, no advertising signs, billboards, unsightly objects t ot nuisances shal1 be erected, alteredr or permitted to remain on any tract in Mineota Ridge Estates. 5. Animals. Owners and lessees of land within Mineota Ridge Estates mffi/e ordinary household pets belonging to the household in the Mineota Ridge Estates so long as such pets are disciplined and do .not consti.tute an undue annoyance to other owners and lessees of land in Liir:eota Ridge Estates. The Architectural Committee shall have the power to require any owner or lessee of lands in Mineota Ridge Estates to remove any household pet belonging to it which is not disciplined or which constitutes an undue annoyance to other owners or lessees of Iand in Mineota Ridge Estates 6. No Resubdivision. Except as may be specifically noted on a rec@eota Ridge Estates subdivision addition, additional filing or expansion, no lot described on the recorded plats of Mineota Ridge Estates subdivision shall ever be resubdivided into smaller lots nor conveyed or encumbered in any less than the fu1I original dimensions as shown on said recordedplats; provided that conveyances or dedications of easements for utilities or private roads may be made for less than all of one 1ot. 7. Combining Lots. ff two or more contiguous residen- tial lots are owned by the same owner or owners, they may be combined into one or more larger residential lots by means of a written document executed and acknowledged by all of the owners thereof, approved by the Architectural Committee, and recorded in the real property records of Garfield County, Colorado.Thereafter, the new and larger 1ot or lots shaI1 eaah be con- sidered as one residential lot for aII of the purposes of these covenants. 8. Service Yards and Trash. . All clothes 1ines, equip- any lot in Mineota Ridgestorage piles onment, service yards or -4- r l- Estates shall be kept screened by adequate ptanting or fencing so as to conceal them from the view of neighboring lots and streets and access roads. AIl rubbish and trash shall be removed from all lots in Mineota Ridge Estates and shall not be allowed to accumulate and shall not be burned thereon. 9. Underground Utility Lines. All water, 9as, elec- trical, teleph ipes and lines and all other utility lines within the limits of Mineota Ridge Estates must be buried underground and may not be carried on overhead .po1es nor above the surface of the ground, except such electrical, telephone and other electronic lines as may then be installed over- head or above the surface upon platting of an area within Mineota Ridge Estates and such other electrical, telephone and other elec- tronic lines to be built which, in the sole and exclusive judgment of Va11ey Improvement & Development Corp., its successors and assigns, do not constitute a violation of the intent of these protective covenants. ARTICLE VT RESTRICTTONS ON RESIDENTIAL LOTS 1. Number and Location of Bu$ings-. No buildings of structures sha r permitted to remain on any residential 1ot other than one single family dwelling house with a minimum of 1,500 square feet on the first, or ground floorr ES measured on the outside of the building ex- cluding open porches or garages, and one guest or servant house with a minimum of 400 square feet and a maximum of 800 square feet on the firstr or ground floor thereof, excluding open por- ches or garages. The building sites for all such buildings and structures shall be approved by the Architectural Committee. In approving or disapproving the building sites, the Architectural Committee shall take into consideratj-on the number of buildings or structures, the locations with respect to topography and finished grade elevations and the affect theieof on the native setting and surroundings of Mineota Ridge Estates. ff the Architectural Committee shall be of the opinion that the placing of a single family dwelling to- gether with all of the accessory buildings or structures above authorized on a residential lot would not be in keeping with the overall purpose of these covenants, the Architectural Committee, in addition to its other powers and duties hereunder, shaIl have the authority to limit the number of permitted accessory buildings or structures on any residential 1ot. 2. Dwelling House to be Constructed,FiTst. No guest house, servant. otfrer outbuilding shall be constructed on any residential lot until after commencement of construction of the dwelling house on the same residential lot except as otherwise specifically permitted by the ArchiLectural Committee. All construction and alteration work sha1l be prose- cuted diligently, and each building, structure, or improvements which is commenced on any residential lot shal1 be entirely com- pleted within 12 monLhs after commencement of construction. 3. Setbacks. AIl buildings and structures on a1i residential 1oEFT?i-Mlineota Ridge Estates shall be set.back at least 50 feet from all lot lines. -5- 4. Height Limitations. No building and structure shaLl be place@ or permitted to remain on any residential lots which exceeds a height of 2L feet in elevation above the finished grade elevation. 5. Metal Roofs, Siding, Towers and-Antennae._ No metal roofs, metal s ide radio, television or other electronic antennae shall be allowed or per- mitted to remain on any residential Iot in Mineota Ridge Estates. ' 6. Trees and La@rng.. Except for such cutting or altering of tr er natural vege'Lation Erowingon a residential lot as is necessary to be done in connection with construction of improvements or landscaping previous approved in writing by the Architectural- Committee, there shall be no further cutting or altering of trees or bushes or other natural vegetation growing on any residential lot, and no further landscaping thereof, if such cutting or altering or landscaping would change or alter the natural growth and native setting of Mineota Ridge Estates, except as may be authorized in writing by the Architectural Com- mittee. 7. Tanks. No elevated tanks of any kind shall be erected, pIaceffi permitted 'upon any residential Iot. Any tank used in connection with any dwelling house or other structure on any residential 1ot, including tanks for storage of gas, fuel oiI, gasoline, oilr or water, shaII be buried. 8. Used or Temporary Structures. No used or previously erected or tem se trailer r ot nonperma- nent outbuilding sha1l ever be placed, erected t ox allowed to re- main on any residential 1ot except during construction periods, and no dwelling house shaIl be occupied in any manner prior to its completion. 9. Exterior Lighting and Sound. A11 exterior ligl'ts. and light stan d generating or emitting systems on residential lots shatl be approved by the Architectural Committee for harmonious development and the prevention of light,ing and sound nuisances to other lands within Mineota Ridge Estates. No loud, offensive or other disturbing or disruptive..activities shaI1 ever be allowed or permitted or tolerated on any lands within Mineota Ridge Estates 10. Off-Street Parking. No dwelling house shal1 be constructeaon@tun1essthereisconcurrent1y constructed on the same lot adequate off-street parking area for at least four automobiles. 11. Garbage Disposal and Sanitery_€yelernq. Each dwelling house or other ucted on any residential lot in Mineota Ridge Estates shall be equipped with a garbage grinder or garbage disposal unit of a type approved by the Architectural Committee. No sewerage disposal system, or sanitary system, shaII be,constructed, altered or aLlowed to remain or be used on any 1ot unless fu11y approved as to design, capacity, location, and construction by all proper public health agencies of the State of Colorado and the County of Garfield and also by the Architectural Committee. -6- L2. I'ences. ft is the general intention that allperimeter fenciffiiltfrj-n Mineota nidge Estates have a continuityof appearance in keeping with the native setting and surroundingsof Mineota Ridge Estates. The term "perimeter iencing" is defiiedto mean fences along or near residential lot lines or fencing notconnected with a building or structure. A11 perimeter fencingshalI be of a non view obstructing ranch type rair nature notexceeding 6 feet in height, and sfiaIr be approvea by the Archi-tectural Committee. Interior fences, screens or wa11s which areassociated or connected vrith a building or structure may be ofsuch design, material and height as may be approved uy the Archi-tectural Committee. 13. Automobile Repair and Unlicensed Automobiles. Noautomobile repa anyunlicensed automobiles or other vehicles be permitted to remainon any 1ot of Mineota Ridge Estates. L4. Campersr Trailers +nd Other Recreational Vehiclesand Accessories. ffieVertypLorkindrof[.rai1ersforsuchrecre-actional vehicres, shall be parked or maintained, at any time,outside of the garage or other outbuildings on any lot of MineotaRidge Estates. 15. Operation of Motorized Vehicles. No dune-buggies,motorized vehic n, or snow moUites'shalI be operated on any rot i-n Irtineota nidge Esiates. ARTICLE VTT - RESTRICTIONS ON COI"IMONS AREAS 1. Improvements. irlo improvements of any kind or natureshalI be constiuEEedl-Eltered, or allowed to remain on the commonsareas except noncommercial stablesr or barns, riding ring, jumpingcourse, clubhouse, swimming pools, tenn.is courts, lakes and ponds,recreational facilities, bridle paths, fences or similar improve-ments for the benefit of or use of all of the Members of MINEOTA RfDGE ESTATES HOME OWNERS ASSOCIATION, and private roads givingaccess to other lots in The Mineota Ridge Estates. A11 such im-provements shall be approved by the Arc[itectural Committee aselsewhere herein provided, and sha11 conform and harmonize inappearance, siting, and cost with existing structures on and theoverall development plans for Mineota Ridge Estates. 2. qpg_relloe of Irlotorized Vehicles. No dune-buggies,motorized vehi ion, four wheeledor two wheeled, or snow mobiles sha1I be operated at any timeon the cornmon area of the Mineota Ridge Estates. ARTICLE VTTI - EASEMENTS RESERVED 1. Utility Easements Reserved. There are herebycreated and reserved perpetual easements ten feet in width on each side of the boundary line along the entire perimeter of eachresidential Iot and along the entire perimeter cf the commonsareasr ds descrj-bed on the recordeC plats of Mineota Ridge Bstatessubdivisions, including any portion of said perimeteres which abut ona dedicated county road or a private road, and through a1r of the cornmons areas and all of the private roads described on the recorded -v- plats of lvlineota Ridge Estates subdivisions , for the purpose ofconstructing, maintaining, operation, replacing, enlarging, andrepairing electric, telephone, water, irrigation, sewer, 9as, andsimilar lines, pipes, wires, ditches, and conduits, and walking and riding trails. 2. frrigation Easements and Rights Reserved. There arehereby created all of theIands in Mineota Ridge Estates subdivisions along the line of allirrigation ditches presently in existence, or hereafter constructedwith the consent of the owners of the lands across which constructed,for the purpose of constructing, maintaining, and operating irri-gation ditches for the proper irrigation of the common areas andother lands in Mineota Ridge Estates located on any lots therein,together with the right to irrigate all such common areas andother lands at all reasonable times, and to go on all lots inMineota Ridge Estates subdivisions for the purpose of irrigating such comm.on areas and other lands so as to preserve and maintaintheir natural beauty. 3. Fence Licenses Within Utiljly_e.g=*gr!g. No fenceor other impro e utility easements within residential lots created and reserved under tt1of this Article VIII unless prior written authorization thereforeshal1 be obtained from the Architectural Committee. Any suchauthorization sha1l be deemed to be a revocable license, and the owner or owners of the residential lot upon which said fence isconstructed sha11 promptly remove the same at their expense uponrequest of the Architectural Committee. Damage to any such fence occasioned by construction, maintenance and repair of any utilitiesservice or system sha1l be repaired. by the owner or owners of theresidential lot at their sole expense. 4. Elimination of Utility Easements. Upon approval ofthe ArchitectuE- ertiin r.rlifity ease-ments be eliminated.along originally platted lot lines which are nolonger to be lot lines upon the combining of lots pursuant to 1'7of Article V, the then owner of such utility easements sha11 re-lease and quit claim such utility easements upon such terms andconditions as the Architectural Committee may establish. 5. Qumersh:.p of Easements. A11 easements and rightscreated and re this Article shall be ind remain vested in the undersigned corporatS-on, its successorsand assigns, until such time as the undersigned corporation,its successors or assigns, shall have executed and deliveredan instrument in writing transferring the same or a part thereoftO MINEOTA RTDGE ESTATES HOI'IE OWNERS ASSOCIATION. Prior to suchtransfer, the undersigned corporation, its successor or assigns, may authorize the use of said easements, either temporarily orpermanently, for the purposes set forth in tt1 and 112 of thisArticle for the benefit of lands not included in Inlineota RidgeEstates. Upon any such transfer to Ir{INEOTA RIDGE ESTATES HOIqE OWNERS ASSOCfATION, the undersigned corporation, j-ts successorsand assigns r shal1 be relieved from all continuing responsibilitiestherefore. -8- ARTICLE IX ROADS 1. Ownership of Roads. The- title in fee to all lands pIattedaspriffiontherecordedp1atsofMineota niage Estates shaI1 be and remain vested in the undersigned corpo- ratlon unLil such time as the undersigned corporation shall have executed and delivered an instrument in writing transferring the same or a part thereof to MINEOTA RIDGE ESTATES HOME OWNERS ASSOCI- ATION; provided, however, that prior to any such transfer, the undersigned corporation reserves the right and authority to dedi- cate to public use any such platted private roads. 2. Easement for Use of Roads. The undersigned corpo- ration hereby STATES HOME OWNERS ASSOCI- ATION for the private use of all owners in Mineota Ridge Estates a nonexclusive easement over and across all the private roads platted and dedicated as private roads on the recorded plat of Mineota Ridge Estates; provided, however, that the undersigned corporation reserves the right and authority to authorize additional users of all of said private roads as well as the right to dedicate said roads in whole or in part, to public use. 3. Maintenance of Roads. A11 private roads in Mineota RidgeEstatesrdedp1atofMj-neotaRidgeEStateSshall be maj-ntained by MINEOTA RIDGE ESTATES HOME OWNERS ASSOCIATION. ARTICLE X - ENFORCEMENT I. Enforcement Actions. The Architectural Committee shaI1 have the@ any action to enforce the pro- visions of all of these covenants by injunctive reliefr oD behalf of itself and all or part of the owners of lands within Mineota Ridge Estates. In addition, each owner of land within Mineota Ridge Estates, including MINEOTA RIDGE ESTATES HOME OWNERS ASSOCI- ATION, shal1 have the right to prosecute any actj-on for injunctive relief and for damages by reason of any violation of these cove- nants. 2. Limitations on Actions. In the event any construction or alteration commenced upon any of the lands in Mineota Ridge Estates in violation of these covenants and no action is commenced within 9O days thereafter to restrain such vig- lation, then injunctive or equitable relief shalI be denied, but an action for damages shal1 still be available to any party aggrieved. Said 9O-day limitation sha1l not apply to injunctive or equitable relief against other violations of these covenants, nor shalI it apply to the provisions of tt3 of Article VIII. ARTICLE XI GENERAL PROVISIONS 1. Covenants to Run. A11 of the covenants contained in - .l l---a-this instrument shall be a ilrden on the title to all of the lands in Mineota Ridge Estates, and the benefits thereof shaI1 inure to the owners of all of the lands in Mineota Ridge Estates, and the benefits and burdens of a1I said covenants sha1I run with the title to aII of the lands in Mineota Ridge Estates. -9- 2. Termination of Covenants. The covenants contained in this instru tember L, 20l-2 r ot at the time of final dissolution of the Colorado corporation not forprofit known as MINEOTA RIDGE ESTATES IIOME OWNERS ASSOCIATION, whichever date shall first occur. Effective September l, 1992, September I, 2002, and September 1, 2012, these covenants may be amended by a vote of three-fourths of the votes entitled to be cast by the Members of MINEOTA RIDGE ESTATES IIOI"IE OWNERS ASSOCf- ATION, saj-d vote to be cast at a meeting of the Members duly held not more than six months before and not more than six months aftersaid date, provided a properly certified copy of the resolution of amendment be placed on record in Garfield County, Colorado, not more than six months after said date. If these covenants are amended on September 1,1012, then they shal1 continue in effect, as amended, for so long thereafter as may be stated in said amend- ment. 3. Severability. Shou1d any part of parts of these covenants be dEIEEil[-TivaIid or unenforceable by any court of competent jurisdiction, such decision sha1l not affect the validity of the remaining covenants. 4. Paragraph Headings. The paragraph headings in this instrumentareffi1yandsha11notbeconstruedto be a part of the covenants contained herein. -1 0- ARTICLES OF TNCORPORATION oE' PrltNEoTA RrpGE ESTATE HOME OWNERS ASSOCTATION (a Nonprofit Cotorado corporation) KNOW ALL MEN BY THESE PRESENTS, that the undersigned natural persons, each more than twenty-one years of d9€r acting as incorporators in order to organize and establish a nonprofit corporation under and pursuant to the statutes of the State of Colorado, and specifically pursuant to Colorado Nonprofit Corpo- ration Act, do hereby adopt the following Articles of fncorporation, to-wit: ARTICLE I - NAI{E The name of the corporation is: MINEOTA RIDGE ESTATES HOI4E OWNERS ASSOCIATION ARTICLE TI - DURATION The period of duration of the corporation shal1 be perpetual. ARTfCLE TII PURPOSES The purposes for which the corporation is organized are as follows 1. To protect and maintain the area known as Mineota Ridge Estates, located in Garfield County, Colorador ds a desir- able rural residential area, and to do all things and perform atl acts necessary or desirable j.n connection with said purpose. 2. To hold the title to any lands or interests in Iands, including but not limited to commons Iands, parks, and lands of a similar nature, and to improve, beauti-fy, and maintain such 1ands. 3. To lease, purchase, seII, convey and deal with lands, water rights, structures, and improvement, all as may be necessary or desirable in carrying out the purposes of the corpo- ration. 4. To buiId, operate, improve, maintain, and beautify roads, Iakes, ponds, bridle paths, trails, bridges, structures, utitity lines and easements, commons lands, meadows, park areas, stables, swimming pooIs, tennis courts, recreational facilities, and other things of like nature. 5. To arrange for or provide any services necessary or desirable to promote and advance the general welfare of the residents of the area known as Mineota Ridge Estates in Garfield County, Colorado. 6. To establish, maintain, and enforce all necessary and reasonable rules and regulations concerning the use of all parks, commons areisr or other lands held by the corporation. 7 . To exercise all of the powers authori zed or permitted to a corporation not for profit by the laws of the State of Colorado now in force or hereinafter in effect. 8. To exercise all powers as may be properly assigned to it to approve or disapprove the design, siting and location of all improvements in the area included within the area known as Mineota Ridge Estates in Garfield, Colorado, for conformity and harmony with any properly adopted plan or plans of develop- ment or covenants restricting the use of said lands, and further to exercise all rights properly assigned to it for enforcing any and all covenants, limitations, or restrictions governing the use and occupancy of said lands and the construction and alter- ation of structures and improvements upon any part of said 1ands. -2- 9. To charge and collect such fees as may be set by the Board of Directors for the use of facilities or propert5-es owned or operated by the corporation. ARTTCLE IV - DIRECTORS t. The names and addresses of the persons who are to . serve as Directors of this corporation until the first annual meeting of Members, and until their successors shal1 be elected and shall qualify, are as follows: Roger M. Dixon William R. Dripps KarI Hefley Carbondale, Colorado 81623 260 Sunrise Drive Key Biscayne, Florida 33139 607 Ocean Drive Key Biscayne, Florida 33139 2. The business, affairs and property of the corporation shall be managed by a Board of Directors who sha11 be elected at the annual meetings of the Members by plurality vote, and each Director sha11 be elected to serve until the next succeeding annual meeting and until his successor sha1I be elected and shall qualify. 3. The Board of Directors shaII consist of from three to nine persons as the Members may determine from time to time. Directors need not be Members. 4. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors thc'ugh less than a quorum of the Board of Trustees. A Director elected to fill a vacancy sha1l be elected for the un- expired term of his predecessor in office. 5. After each annual election of Trustees, the Board of Directors shail meet for the purpose of organization, the election of officers, ancl the transaction of any other business. -3- 6. Regular nteetings 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. 7. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors on five days' notice to each Director, either personally or by mail or be tele- gram, and shall be cal1ed by the Chairman of the Board of Direc- tors or Secretary in like manner and on like notice on the writ- ten request of any two Directors. 8. Meetings, including organization 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 shalI be fixed by the Chairman of the Board of Directors and designated in the notice of the meeting. 9. A majority of the number of Directors fixed Pur- suant to paragraph 3 of this Article IV sha1l constitute a quorum at all meetings. of the Board of Directors, and the act of a majority of the Trustees present at a meeting at which.a quorum is present shal1 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 hdur without further notice. 10. Directors shall be paid no compensation by the corporation for their services. A11 Trustees 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 shal1 be constructed to preclude any DirecLor from serving the corporation in any other capacity and receiving compensation therefor. -4- ARTICLE V - CONVEYANCES 1. Conveyance or encumbrance of all or any part of the corporate property may be made by the Directors of the corpo- ration by means of instruments of conveyance or encumbrance ex- ecuted by all of the Directors of the corporation properly in office at the time of execution of the conveyance or encumbrance, and only upon the authority granted to the Directors by a resolu- tion adopted by the affirmative vote of four-fifths or more of the votes entitled to be cast by the Members of the corporation. A certification contained in any such conveyance or encumbrance, reciting the names of the Directors of the corporation properly in office at the time of execution of the conveyance or encumbrance, and setting forth the text of the resolution of the Members author- izing the conveyance or encumbrance and the vote by which it was adopted, signed by the Secretary of the corporation and bearing the corporate sea1, sha11 be binding on the corporation as to the facts therein stated. ARTICLE VI - MTNEOTA=]RTDGE ESTATES I. The area known as Mineota Ridge Estates in Garfield County, Colorado, as that phrase is used herein, shall mean the subdivision now or hereafter duly platted and filed in the GarfieLd County records under the name Mineota Ridge Estates, and also any and all additions, additional filingsr or expansions of said sub- divisj-on which carry the name Mineota Ridge Estates in their titles. ARTICLE VII - OFFICES 1. The principal office of the corporation shall be at The corPoration maY also have one or more offices at such other place or places within or without the State of Col-orado as the Board of Directors -5- may from time to time determine or the business of the corpora- tion may require. ARTICLE VIII - MEMBERS 1. The Members of this corporation shall be those per- sons or associations (other than this corporation) who own title in fee to any part of the lands (other than dedicaLed public roads) included within the area defined herein as Mineota Ridge Estates. A11 persons or associations acquiring the title in fee to any of the said lands included within Mineota Ridge Estates, by whatever means acquired, sha1l automatically become Members of this corporation. No person or association shal1 continue to be a Member after that person or association no longer holds title in fee to any portion of the lands included within Mineota Ridge Estates ARTICLE IX - MEMBERS ' MEETTNGS I. Meetings of Members shalI be held at the principal office of the corporation or at such other place or places, within or without the State of Colorad.o, 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. The annual meetings of Members, after the year L972, for the election of Dj-rectors to succeed those whose terms expire and for the transaction of such other business as may come before the meeting sha11 be held in each year on the first Tuesday in December, dt ten o'clock a.m. If the day so fixed for such annual meeting sha1l be a 1egaI 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 -6- shatl be called by the Chairman of the Boarc of Directors or the Secretary upon the request of the holders of not less than one- tenth of the total Members I votes in the corporation 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, sha]1 be given not less than ten nor more than fifty days prior thereto to each Member of record entitled to vote thereat by delivering written or printed notice thereof to each such Member personally or by mailing the same to his address as it appears on the books of the corporation. The notice of all meetings shall state the pIace, day and hour thereof. 5. At least ten 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, shal1 be prepared by the Secretary of the corporation and sha1l be open to the in- spection of any Member during usual business hours for a period of at least ten days prior to such meeting at the principal office of the corporation, and such list shall be produced and kept at the time and place of the meeting during the_ whole time thereof, and subject to the inspection of any Member who shall be present. 6. Members of this corporation shall have the right to vote the election of the Directors of the corporation and upon aII other matters properly brought to a vote of the Members' by virtue of the Artictes of Incorporation or the By Laws of the corporationr oE the laws of Colorado, in the following manner: (a) Each Member sha1l be entiLled to cast a number of votes equal to the assessed valuation in dollars, as then -7- established by the Garfield County assessor , of all real property and improvements to real property which the Member owns in fee within the area herein defined as Mineota Ridge Estates. (b) Each Member owning an undivided interest in any real property and improvements in Mineota Ridge Estates as a tenant in common, joint tenantr or otherwise shaIl be entitled to cast a number of votes equal to the assessed valuation in dollars of the Member's undivided interest in said real property and improvements Provided, hov,rever, that so long as Va11ey Improvement a Development corp., a Nevada corporation, is a Member of this corporation and owns more than one-fiftl: of the total land area (excluding dedicated pubric roads and land owned by this corpo- ration) within the area defined herein as Mineota Ridge Estates, in fee, said Va1]ey Improvement & Development Corp., a Nevada corporation, shall be entitled to elect three-fifths of the Directors of this corporation and sha1I be entitled to cast three-fifths of the votes cast on all other questions voted on by the Members. 7. The cumulative system of voting sha1l not be used for any purpose. Each I{ember sharl be entitled to vote in per- son or by proxy executed in writing by such Member or by his duly authorized attorney in fact; provided, however, that no such proxy shal1 be valid after eleven months from the date of its execution, unless the proxy provides for a longer period. I,t7hen a guorum is present at any meeting, the vote of a majority of the Members' votes present in person or represented by proxy shall decide any questj-on brought before such meeting, unless the question is one upon which by the express provisions of the laws of colorado, or of these Articles of rncorporationr or of -8- the Protective Covenants for Mineota Ridge Estates, a different vote is required, in which case the express provision sha11 govern and control the decision of such question. 8. The Board of Directors shall close the membership transfer books of the corporation for a period of not less than .ten days nor more than fifty days preceding the date of any meeting of Members. 9. The holders of a majority of the total Members I votes entitled to vote thereat, present in person or represented by proxy, sha1l 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 these Articles of Incorporation. ff such guorum sha11 not be present or represented at any such meeting, the holders of a majority of the votes pre- sent in person or represented by proxy and entitled to vote thereat shalI have power to adjourn the meeting from time to time until a quorum shal1 be present or represented. ' 10. The Chairman of the Board of Directors sha1l 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 corporation shall act as Secretary of such meetings. ARTICLE X - ASSESSMENTS 1. Assessments may be levied by the corporation upon the lrtembers of the corporation, by vote of the majority of the Members of the Corporation present in person or by proxy at any duly calIed meeting of the Members, for the purpose of fundS-ng any of the activities of the corporation. Assessments sha1l always be levied pro rata on the Members in accordance with the -9- assessed value, as established by the Pitkin County Assessor on the date of the 1evy, of the lands and improvements to lands owned in fee by each MemJcer in the area defined herein as Mineota Ridge Estates. No assessments levied by the corporation in any calendar year on any Member may ever exceed three per cent of the assessed valuer ds established by the Garfield County Assessor, of all lands and improvement to lands owned by the Member in the area defined herein as Mineota Ridge Estates. 2. Every assessment duly levied against any Member by the corporation shaIl become a lien on the lands and improvements to land6 ownecl by such lrlember in the area defined as Mineota Ridge Estates. The corporation shall be entitled to maintain an action in the District Court in 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 sha1l execute and deliver an agreement subordinating the lien provided for in this paragraph to the lien of any fiist mortgage or deed of trust on the real property and improvements owned by the Member in Mineota Ridge Estates. The Board of Directors mdY, in its discretion, also subordinate the lien provided for in this paragraph to any second or subsequent mortgage or deed of trust. ARTICLE XI - OFFICERS 1. The Board of Directors annually shal1 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 shaIl be elected or -r0- appointed and shal1 qualify, unless sooner removed. Any indi- vidual except the Chairman of the Board of Directors may hold two or more offices simultaneously. 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 Direc- tors. If the office of any officer becomes vacant for any reason the vacancy shaIl be filled by the Board of Directors. 2. Officers of the corporation sha1l be entitled only to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed by the Board of Directors; provided, that no -stockholder, officer, or di-rector of Va11ey Improvement & Development Corp., a Nevada corporation, may ever be paid any salary by this corporation. 3. The Chairman of the Board of Directors shal1 be the chief executive officer of the corporation; he sha11 preside at all meetings of the Members and Directors, sha1l have general and active management of the operation of the corporation, and shall see that atl orders and resolutions of the Board of Direc- tors are carried into effect. 4. The Secretary shal1 giver or cause to be given, notice of all meetings of the Members and Directors End shal1 attend all such meetings and keep a record of their proceedings. The Secretary sha1I be the custodian of the seal of the corpo- ration and shaII have power to affix the same to all documents, the execution of which on behalf of the corporation is authorized by these Articl-es of Incorporationr or by tlie Board of Directors. The Secretary shall have charge of membership records of the corpo- ration 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. -11- 5. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation and shall deposit all such funds in the name of the corporation in such banks or other depositories as shal1 be selected by the Board of Directors. The Treasurer shal1 collect and receive and give receipts for all monies or securities belonging to the cor- poration. fn general the Treasurer shaII 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 by the Chairman of the Board of Directors. The Treasurer sha1l give a bond for the faithful discharge of his duties if, and in such sums and with such sureties dsr the Board of Directors sha1l require. ARTICLE XIT TNDEMNTFICATTON 1. The corporaLion shall indemnify any and all of its Directors or officersr or former Directors or officers, against expenses actually incurred by them in connection with the de- fense of any action, suitr 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 cor- poration, except in relation to matters as to which a.ny such Director or officer, or former Director or officer shall be adjudged in such action, suit t oy proceeding to be liabIe for negligence or misconduct in the performance of duty. Such indemnification sha1l not be deemed exclusive of any other rights to which those indemnified may be entitled under any by 1aw, agreement, vote of lr{embers, or otherwise. ARTTCLE XIII - CORPORATE SEAL 1. The corporate seal shall consist of two concentric circles, between which shall be the name of the corporation and -L2- the word "Colorador " 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. ARTTCLE XIV - AMENDMENTS 1. This corporation reserves the right to amend, aIter, change or repeal any provisions contained in, or to add any pro- visions to, its Articles of Incorporation or its By Laws from time to time, by resolution adopted at any regular or speciiil meeting by four-fifths of the votes of all of the Members entitled to be cast thereat, whether present in person or represented by proxy or absent. ARTICLE XV - DISSOLUTION This 'corporation may be dissolved by the vote of four- fifths of the votes entitled to be cast by its Members, and in accordance with the larvs cf the State of Colorado. Upon disso- lution the properties and assets of this corporation shall be distributed to its Members pro rata in the same proportion as the votes entitled to be cast by the Members at the time of dissolution, and in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, w€r the undersigned, being all of the incorporators designated in the annexed and foregoing Articles of Incorporation, for the purpose of organizing and establishing a corporation not for profit under and pursuant to the laws of the State of Colorado, execute these Articles of Incorporation aforesaid and declare that the statements therein contained are true and accordingly have hereunto set our respective hands this day of | 1972. Roger MIDlxon Carbondale, Colorado 8160I Karl- Hefley 607 Ocean Drive Key Biscayne, Florida 33139 260 Sunrise Drive Key Biscayne, Florida 33139 \ STATE OF COUNTY OF ) ) ) ss. 1,, a NotarY Public within and for said state aforesaid, do hereby certify that RoGER M' DIXON, WILLfAM R. DRIPPS, and KARL FIEFLEY known to me to be the persons whose names are subscribed to the annexed and foregoing Articles of Incorporation, appeared before me this day in person and who being by me first duly sworn severally acknowledged and declared that they executed and delivered the said instrument of writing as their free and voluntary act and deed for the uses and purposes therein set forth, and that the statements therein contained are true. I do further certify that my Notarial Commission will exPire on the NotarY Pl"lrrrac