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HomeMy WebLinkAbout1.21 ByLawsBYLAWS OF RIVER EDGE PROPERTY OWNERS' ASSOCIATION, INC. 13738\1\1483485.1 TABLE OF CONTENTS Page Article 1 INTRODUCTION, PURPOSES, AND DEFINITIONS 1 1.1 Introduction 1 1.2 Purposes 1 1.3 Definitions 1 Article 2 MEMBERSHIP 1 2.1 Membership 1 2.2 Suspension of Rights 2 2.3 Membership Certificates 2 2.4 Voting Rights 2 Article 3 MEETINGS OF OWNERS 2 3.1 Annual Meetings 2 3.2 Special Meetings 2 3.3 Budget Meetings 2 3.4 Notice of Meetings 3 3.5 Owner Addresses for Notices 3 3.6 Place of Meetings 3 3.7 Quorum of Owners 3 3.8 Adjournment of the Meeting 3 3.9 Voting 3 3.10 Proxies 3 3.11 Majority Vote 4 3.12 Waiver of Notice 4 3.13 Action Without Meeting 4 3.14 Meetings by Telecommunication 4 3.15 Voting by Mail 4 Article 4 BOARD 5 4.1 Number and Qualification 5 4.2 Election 5 4.3 Term of Office for Directors 5 4.4 Removal of Directors 5 13738\1\1483485.1 -1- TABLE OF CONTENTS (continued) Page 4.5 Resignation of Directors 5 4.6 Vacancies 5 4.7 Compensation 5 4.8 Director Access to Information 6 4.9 Conflicting Interest Transactions 6 Article 5 MEETINGS OF THE BOARD 6 5.1 Regular Meetings 6 5.2 Special Meetings 6 5.3 Location of Meetings and Open Meetings 6 5.4 Executive Session 7 5.5 Notice 7 5.6 Attorney -Client Privilege 7 5.7 Waiver of Notice 7 5.8 Quorum 7 5.9 Proxies 7 5.10 Consent to Corporate Action 8 5.11 Telephone Communication in Lieu of Attendance 8 Article 6 POWERS AND DUTIES OF THE BOARD 9 6.1 Powers and Duties 9 6.2 Manager 11 6.3 Limits on Delegation, Requirements for Association Funds, and Financial Statements 11 Article 7 OFFICERS AND THEIR DUTIES 11 7.1 Enumeration of Officers 11 7.2 Election of Officers 11 7.3 Special Appointments 11 7.4 Resignation and Removal 11 7.5 Vacancies 11 7.6 Fairness Standard 12 7.7 Duties 12 13738\1\1483485.1 -11- TABLE OF CONTENTS (continued) Page 7.8 Agreements, Contracts, Deeds, Checks, Etc 13 7.9 Statements of Unpaid Assessments 13 7.10 Compensation 13 Article 8 COMMITTEES 13 Article 9 ENFORCEMENT 13 9.1 Abatement and Enjoinment of Violations by Owners 13 9.2 Fines for Violation 13 Article 10 BOOKS AND RECORDS 13 10.1 Records 13 10.2 Examination 14 Article 11 INDEMNIFICATION 14 11.1 Actions Other than by or on Behalf of the Association 14 11.2 Actions by or on Behalf of the Association 15 11.3 Successful on the Merits 15 11.4 Determination Required 15 11.5 Payment in Advance of Final Disposition 15 11.6 No Limitation of Rights 15 11.7 Directors and Officers Insurance 16 Article 12 AMENDMENTS 16 12.1 Procedure for Amendments 16 12.2 Restrictions on Amendments 16 Article 13 REQUIREMENTS OF THE ACT 16 13.1 Purpose 16 13.2 The Board 16 13.3 Owner Education 16 13.4 Governance Policies 16 13.5 Special Provisions Regarding Meetings. 17 13.6 Notification of Amendments to Declaration Error! Bookmark not defined. 13.7 Full Force and Effect 17 Article 14 MISCELLANEOUS 17 13738\1\1483485.1 -111- TABLE OF CONTENTS (continued) Page 14.1 Notices to the Association 17 14.2 Waiver 17 14.3 Office 17 14.4 Compliance with the Act 17 14.5 Corporate Seal 17 14.6 Fiscal Year 17 14.7 Interpretation 17 14.8 Severability 17 14.9 Rule Against Perpetuities 17 14.10 Conflict 17 13738\1\1483485.1 -iv- BYLAWS OF RIVER EDGE COLORADO PROPERTY OWNERS' ASSOCIATION, INC. ARTICLE 1 INTRODUCTION, PURPOSES, AND DEFINITIONS 1.1 Introduction. These are the Bylaws of River Edge Colorado Property Owners' Association, Inc., (the "Association"), which Association operates under the Colorado Nonprofit Corporation Act, as amended, and the Colorado Common Interest Ownership Act, as amended (the "Act"). 1.2 Purposes. The purposes for which the Association was formed are to preserve and enhance the value of the properties of Owners and to operate, govern, manage, supervise, and care for the planned community known as River Edge Colorado (the "Community") situated in Garfield County, Colorado, as the Community was created pursuant to the Declaration of Covenants, Conditions and Restrictions for River Edge Colorado, as the same may be amended and/or supplemented from time to time (collectively, the "Declaration"). 1.3 Definitions. Terms beginning with a capital letter and not otherwise defined herein shall have the meanings set forth in the Governing Documents (as hereinafter defined). In the event of any conflict between the terms and conditions of these Bylaws and the Nonprofit Act, the terms and conditions of the Nonprofit Act shall control to the extent necessary to resolve the conflict. ARTICLE 2 MEMBERSHIP 2.1 Membership. Every person or entity who is a record Owner of a Lot shall be a member of the Association. Membership shall run with and may not be separated from ownership of any Lot. Ownership of a Lot shall be the sole qualification for membership in the Association. Such membership shall terminate without any formal action whatsoever when an Owner ceases to own a Lot, but such termination shall not relieve or release any such former Owner from any liability or obligation incurred under the Declaration or in any way connected with the Association during the period of such ownership, nor shall such termination impair any rights or remedies that the Board or others may have against such former Owner arising out of the ownership of a Lot, membership in the Association, and the covenants and obligations incident thereto; provided, however, neither the Board nor any other Owner shall be able to enforce any liability or obligation of a former Owner with the remedy of specific performance. 2.2 Suspension of Rights. During any period in which an Owner is in default of the payment of any Assessment levied by the Association, the voting rights of such Owner shall be deemed suspended by the Board, without notice or hearing, until such Assessment has been paid. Such rights of an Owner may also be suspended, after notice or hearing, during any period of violation of any other provision of the Governing Documents. 13738\1\1483485.1 2.3 Membership Certificates. No certificates of stock or other form of membership certificates shall be issued by the Association. 2.4 Voting Rights. Votes are part of the Allocated Interests appurtenant to each Lot as provided in the Act. Each Lot shall be allocated the number of votes in the affairs of the Association as set forth in the Declaration. Owners may not split or divide Voting Allocation. ARTICLE 3 MEETINGS OF OWNERS 3.1 Annual Meetings. An annual meeting of the Owners may be held during each of the Association's fiscal years, at such time of the year and date as determined by the Board and set forth in the notice ("Annual Meeting"). At Annual Meetings, the members of the Board (the "Directors") may be elected, as necessary, by ballot of the Owners, in accordance with the Declaration, the Articles of Incorporation, these Bylaws, any Rules and Regulations promulgated by the Board, any Policies promulgated by the Board, any Design Guidelines promulgated by the Board, and any and all amendments and/or supplements to the foregoing (collectively, the "Governing Documents"). The Owners may transact other business as may properly come before them at these meetings. Failure to hold an Annual Meeting shall not work a forfeiture or dissolution of the Association. 3.2 Special Meetings. Special meetings of the Association ("Special Meetings") may be called by the president of the Association (the "President"), by 51% of the Directors, or by a petition signed by a 60% of the Owners of the Lots in the Association. 3.3 Budget Meetings. Except for the initial budget of the Association, meetings to consider proposed budgets shall be called in accordance with the Act. The Board shall prepare and approve a budget at least annually. Within ninety (90) days after the Board's adoption of the proposed budget, the Board shall mail or deliver a summary of the budget to all Owners and set a date for a Special or Annual Meeting to consider ratification of the budget. Notice for the meeting at which the budget will be considered by the Owners must be mailed not less than ten (10) days nor more than fifty (50) days before the meeting. The Budget shall show, among other things, the categories of expenses, the amount of each Common Expense, any capital expenditures, any expected income of the Association for the coming calendar year, any expected surplus or deficit from the prior year, and any existing surplus held by the Association. The Budget may include an amount for contingencies and amounts deemed necessary or desirable to create, replenish, or add to Association funds and reserves for capital expenditures related to the General Common Elements, Limited Common Elements allocated to more than one Lot, and such other Association expenditures permitted under the Governing Documents. At the meeting, unless eighty percent (80%) of the Owners reject the budget, the budget is ratified. A quorum of Owners need not be present at the meeting, if the meeting is just a budget meeting, but a quorum is required if the meeting is also an Annual Meeting. If the proposed budget is rejected by eighty percent (80%) of the Owners, the budget last ratified by the Owners is continued until such time as the Owners ratify a subsequent budget proposed by the Board. 3.4 Notice of Meetings. Written notice of each meeting of Owners shall be given to each Owner entitled to vote by, or at the direction of, the secretary of the Association 13738\1\1483485.1 ("Secretary") or other person authorized to call the meeting at least ten (10) days, but not more than fifty (50) days, before such meeting. Notice may be provided by telecopy or by first class mail, postage pre -paid. Such notice shall specify the place, day, and hour of the meeting and, in the case of a Special Meeting, the purpose of the meeting. No matters shall be heard nor action adopted at a Special Meeting except as stated or allowed in the notice for such Special Meeting. 3.5 Owner Addresses for Notices. Unless an Owner has notified the Association by registered or certified mail of a different address, any notice required to be given, or otherwise given by the Association under these Bylaws to any Owner or any other written instrument to be given to any Owner, may be mailed to such Owner in a postage pre -paid envelope by first-class, registered, or certified mail to the address of the Lot shown upon the Association's records as being owned by such Owner. If more than one Owner owns a particular Lot, then any notice or other written instrument may be addressed to all such Owners and may be mailed in one envelope in accordance with the foregoing. Any notice or other written instrument given by the Association in accordance with the foregoing will be deemed to have been given on the date that it is mailed. 3.6 Place of Meetings. Meetings of the Owners shall be held in the Community or elsewhere in Garfield County, Colorado and may be adjourned to a suitable place convenient to each of the Owners, as may be designated by the Board or the President. 3.7 Quorum of Owners. Generally, the presence at the meeting of Owners, in person or by proxy, entitled to cast twenty percent (20%) of all the votes of the Owners shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If the required quorum is not present at a meeting, the Owners who are present, in person or by proxy, shall have power to recess or adjourn the meeting to another time. 3.8 Adjournment of the Meeting. At any meeting of Owners, the meeting may be recessed or adjourned to another time by a vote of a majority of the Owners present in person or by proxy and eligible to cast votes regardless of whether a quorum is present. 3.9 Voting. At all meetings of Owners, each Owner may vote in person or by proxy. If fee simple title to any Lot is held by more than one person or entity, then such persons or entities shall jointly appoint one person to vote at all meetings of Owners, failing which such Owner shall not have the right to vote as a member of the Association. 3.10 Proxies. The vote(s) allocated to a Lot may be cast under a proxy duly executed by an Owner. All proxies shall be in writing and filed with the Secretary or designee of the Association. An Owner may revoke a proxy given under this Section 3.10 only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates eleven (11) months after its date, unless it specifies a shorter term or a specific purpose. (a) A proxy shall not be valid if obtained through fraud or misrepresentation. Appointment of proxies may be made substantially as provided in Section 7-127-203 of the Nonprofit Act. 13738\1\1483485.1 (b) The Association is entitled to reject a vote, consent, written ballot, waiver, proxy, appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the Owner. (c) Neither the Association nor its officers or agents accepting or rejecting a vote, consent, written ballot, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this Section 3.10 shall be liable in damages for the consequences of acceptance or rejections. (d) Any action of the Association based on the acceptance or rejection of a vote, consent, written ballot, waiver, proxy appointment, or proxy appointment revocation under this Section 3.10 is valid, unless a court of competent jurisdiction determines otherwise. 3.11 Majority Vote. A vote of fifty-one percent (51%) of the Owners shall be binding upon all Owners for all purposes except where a higher percentage vote is required in the Declaration, these Bylaws, or the Articles of Incorporation, provided said Owners are present in person or by proxy at a meeting at which a quorum is present. 3.12 Waiver of Notice. Any Owner may, at any time, waive notice of any meeting of the Owners in writing, and the waiver shall be deemed equivalent to the receipt of notice. Attendance by an Owner at any meeting of the Owners shall constitute a waiver of notice. 3.13 Action Without Meeting. Except where a higher vote is required under the Governing Documents (as is the case in amending the Declaration), any action required or permitted by the Governing Documents to be taken at an Owners' meeting may be taken without a meeting if 51% of the Owners entitled to vote thereon agree and consent to such action in writing. Any action so approved shall have the same effect as though taken at a meeting of the Owners. The Secretary shall file these consents with the minutes of the meetings of the Owners. 3.14 Meetings by Telecommunication. Any or all of the Owners may participate in an annual, regular, or special meeting of the Owners by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting. 3.15 Voting by Mail. The Board may decide that voting of the Owners on any matter required by the Declaration, the Articles of Incorporation, or these Bylaws shall be by mail. In case of a vote by mail, the Secretary shall mail written notice to all Owners at the Owner's address as it appears in the records of the Association. The notice shall include: (a) a proposed written resolution setting forth a description of the proposed action; (b) a statement that Owners are entitled to vote by mail for or against such proposal; and (c) a date, at least thirty (30) days after the date such notice has been given, on or before which all votes must be received at the office of the Association at the address designated in the notice. Voting by mail shall be acceptable in all matters requiring the vote of Owners under the Declaration, the Articles of Incorporation, or these Bylaws. 13738\1\1483485.1 ARTICLE 4 BOARD 4.1 Number and Qualification. The affairs of the Community and the Association shall be governed by the Board. The Board shall consist of at least three (3) Directors. 4.2 Election. (a) Appointment of Directors during the Declarant Control Period. The Declaration shall govern the appointment of Directors by the Declarant to the Board during the Declarant Control Period, as allowed under the Act. (b) Election of Directors by Owners after the Declarant Control Period. After the Declarant Control Period terminates under the Declaration, a majority of the Board shall be elected by the Owners at the Annual Meeting. For as long as Declarant owns a Lot in the Community, Declarant shall be entitled to appoint a minority of the Directors to the Board. The Owners may adopt specific procedures that are not inconsistent with these Bylaws or the Act for conducting the elections by written ballot. The Directors to be elected by the Owners shall be elected by a plurality of the votes. Votes for positions on the Board shall be taken by secret ballot. Ballots shall be counted by a neutral third party or by an Owner who is not a candidate, who attends the meeting at which the vote is held, and who is selected at random from a pool of two or more such Owners. The results of the vote shall be reported without reference to names, addresses, or other identifying information. 4.3 years. Term of Office for Directors. Each Director shall serve for a term of three (3) 4.4 Removal of Directors. Directors appointed by the Declarant may be removed, with or without cause, solely by the Declarant. Any Director elected by the Owners may be removed at any meeting of the Members called and held in accordance with these Bylaws at which a quorum is present, with or without cause, by the affirmative vote of Owners entitled to cast 67% of the votes, present and voting either in person or by proxy. Any Director appointed pursuant to this Section 4.4 shall hold office for the remainder of the unexpired term of the Director that such Director replaced. 4.5 Resignation of Directors. Any Director may resign at any time by giving written notice to the President, to the Secretary or to the Board stating the effective date of his or her resignation. Acceptance of a resignation is not necessary to make the resignation effective. 4.6 Vacancies. Vacancies on the Board created by the resignation or death of a Director appointed by the Declarant shall be filled by the Declarant. Vacancies on the Board created by the resignation or death of a Director appointed by an Owner shall be filled by the applicable Owner. Any Director appointed pursuant to this Section 4.6 shall hold office for the remainder of the unexpired term of the Director that such Director replaced. Cumulative voting for any vacancy on the Board shall not be permitted. 4.7 Compensation. No Director shall receive any compensation from the Association for acting as such unless approved by 51% of the Directors in the Association at a Special or 13738\1\1483485.1 Annual Meeting. Any Director may be reimbursed for expenses incurred on behalf of the Association upon approval of 51% of the other Directors. The Board may authorize and pay for as a Common Expense the reimbursement of Board members for their actual and necessary expenses incurred in attending educational meetings and seminars on responsible governance of owners' associations. 4.8 Director Access to Information. In accordance with CCIOA, notwithstanding anything to the contrary in the Governing Documents, all Directors must have available to them all information related to the responsibilities and operation of the Association obtained by any other Director. This information includes, but is not limited to, reports of detailed monthly expenditures, contracts to which the Association is a party, and copies of communications, reports, and opinions to and from any Director or any management company, attorney, or accountant employed or engaged by the Board to whom the Board delegates responsibilities in accordance with the Governing Documents. 4.9 Conflicting Interest Transactions. No conflicting interest transaction, as that term is defined in the Nonprofit Act, shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by an Owner or by or in the right of the Association, solely because the conflicting interest transaction involves a Director or a party related to a Director or an entity in which a Director of the Association is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Board or of a committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Director's vote is counted for such purpose if: (a) The material facts as to the Director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a 51% of the disinterested Directors, even though the disinterested Directors are less than a quorum; or (b) The material facts as to the Director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Owners entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Owners entitled to vote thereon; or (c) The conflicting interest transaction is fair as to Association. ARTICLE 5 MEETINGS OF THE BOARD 5.1 Regular Meetings. Regular meetings of the Board may be held at such places within Garfield County, Colorado, and at such times and at such place and hour as may be fixed by the Board. The notice shall be delivered in a manner whereby confirmation of receipt of the notice is received and shall state the time, place and general purpose of the meeting. Any business may be transacted at a regular meeting. The Board may set a schedule of additional regular meetings by resolution, and no further notice is necessary to constitute regular meetings. 13738\1\1483485.1 5.2 Special Meetings. Special meetings of the Board shall be held when called in accordance with this Section 5.2. Notice of any special meeting of the Board shall specify the place, day, and hour of the meeting and the purpose of the meeting. No matters shall be heard nor action adopted at a special meeting of the Board except as stated or allowed in the notice for such special meeting. Any Director may call a special meeting of the Board in accordance with the provisions of this Section 5.2; provided, however, there shall be no more than two (2) special meetings called per calendar year unless called by the President or any five (5) Directors. 5.3 Location of Meetings and Open Meetings. Except as set forth in Section 5.4 below, all meetings of the Board shall be open to attendance by the Owners, as provided by applicable Colorado law. All meetings of the Board shall be held within the County of Garfield, Colorado, unless all Directors consent in writing to another location. 5.4 Executive Session. The Board may hold an executive or closed door session and may restrict attendance to Directors and such other persons requested by the Board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session will be limited to: (i) matters pertaining to employees of the Association or the Manager's contract or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the Association; (ii) consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; (iii) investigative proceedings concerning possible or actual criminal misconduct; (iv) matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; (v) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; or (vi) review of or discussion relating to any written or oral communication from legal counsel. No Rule will be adopted during an executive session. 5.5 Notice. All notices required hereunder of a meeting of the Board will be given not less than forty-eight (48) hours prior to the time set for such meeting (which notice shall include the time and place for such meeting) in a manner whereby confirmation of the receipt of the notice is received, including e-mail, facsimile, personal delivery or regular mail. 5.6 Attorney -Client Privilege. Upon the final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may elect to preserve the attorney-client privilege in any appropriate manner, or it may elect to disclose such information, as it deems appropriate, about such matter in a meeting. 5.7 Waiver of Notice. Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Board shall constitute a waiver of notice. If all the Directors are present at any meeting, no notice shall be required, and any business may be transacted at such meeting. 5.8 Quorum. At all meetings of the Board, 51% of the Directors, in person or by proxy, shall constitute a quorum for the transaction of business. The votes of 51% of the Directors present at a meeting at which a quorum is present, in person or by proxy, shall constitute a decision of the Board. If at any meeting there is less than a quorum present, 51% of those Directors present may adjourn the meeting. 13738\1\1483485.1 5.9 Proxies. For the purposes of achieving a quorum for the purposes of casting a vote for or against a particular proposal, a Director may execute a proxy in writing to be held by another Director. The proxy shall specify either a yes, no, or abstain vote on each particular issue for which the proxy was executed. Proxies that do not specify a yes, no, or abstain vote shall not be counted for the purpose of having a quorum present or as a vote on the particular proposal before the Board. 5.10 Consent to Corporate Action. Any action required to be taken or which may be taken at a meeting of the Board may be taken without a meeting if all of the Directors agree in writing to such action. Such action taken without a meeting will not be effective unless and until all such writings necessary to effect the action, which have not been revoked as provided herein below, are received by the Association; except that the writings may set forth a different effective date. Any Director who has signed and submitted a writing pursuant to this Section 5.10 may revoke such writing by a subsequent writing signed and dated by the Director describing the action and stating that the Director's prior vote with respect thereto is revoked, if such writing is received by the Association before the last writing necessary to effect the action is received by the Association. 5.11 Telephone Communication in Lieu of Attendance. A Director may attend a meeting of the Board by using an electronic or telephonic communication method whereby the Director may be heard by the other Directors and may hear the deliberations of the other Directors on any matter properly brought before the Board. The Director's vote shall be counted, and his or her presence noted, as if that Director were present in person on that particular matter. ARTICLE 6 POWERS AND DUTIES OF THE BOARD 6.1 Powers and Duties. The Board may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws, the Act, and the Nonprofit Act. The Board shall have, subject to the limitations contained in the Declaration, the Act, and the Nonprofit Act, any and all of the powers and duties necessary for the administration of the affairs of the Association and of the Community, and for the operation and maintenance of the Common Elements, including, without limitation, the following powers and duties: (a) adopt and amend these Bylaws and any rules and regulations for the Association; (b) adopt and amend the Budget for revenues, expenditures, and reserves (subject to the budget being distributed to the Owners and not vetoed by the Owners at a meeting of the Owners, as that procedure is set forth in these Bylaws); (c) collect Assessments for Common Expenses and other charges, fines, fees, and interest as provided in the Declaration from Owners; (d) hire and discharge the Manager; (e) hire and discharge employees, independent contractors, and agents other than the Manager; 13738\1\1483485.1 (f) institute, defend, or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Declaration, these Bylaws, or any rules and regulations promulgated by the Board in the Association's name, on behalf of the Association, or on behalf of two or more Owners on matters affecting the Community; (g) make contracts and incur liabilities; (h) regulate the use, maintenance, repair, replacement, and modification of Common Elements; (i) Elements; cause additional improvements to be made as a part of the Common (j) acquire, hold, encumber, and convey in the Association's name any right, title, or interest to real estate or personal property, but Common Elements may be conveyed or subjected to a security interest only pursuant to the Declaration and Section 312 of the Act; (k) grant easements for any period of time, including permanent easements, and grant leases, licenses, and concessions through or over the Common Elements in accordance with the Declaration; (1) impose and receive a payment, fee, or charge for services provided to Owners and for the use, rental, or operation of the Common Elements, other than Limited Common Elements described in Sections 202(1)(b) and (d) of the Act; (m) impose a reasonable charge for late payment of Assessments and, after notice and hearing, levy reasonable fines or Assessments provided for or allowed in the Governing Documents; (n) keep and maintain books and records showing all of the receipts, expenses, or disbursements of the Association; (o) borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board may deem necessary and give security therefor, including, without limitation, the power to assign the Association's right to future income, including the right to receive Assessments; (p) impose a reasonable charge for the preparation and recording of amendments to Declaration liens or statements of unpaid Assessments; (q) provide for the indemnification of the Association's officers and the Board and maintain directors' and officers' liability insurance; (r) procure and maintain adequate liability and property insurance on property owned by the Association and as further set forth in the Declaration; 13738\1\1483485.1 (s) cause all Directors, officers, employees, or agents of the Association having fiscal responsibilities to be bonded or insured, as it may deem appropriate and in such amounts as it may deem appropriate; (t) declare the office of a Director to be vacant if such Director is absent from three (3) consecutive regular meetings of the Board; (u) exercise for the Association all powers, duties, rights, and obligations in or delegated to the Association and not reserved to the Declarant or the Owners by other provisions of the Governing Documents and/or the Act; and (v) exercise any other powers conferred by the Governing Documents, the Act, and/or the Nonprofit Act. 6.2 Manager. The Board may employ a Manager, at a compensation established by the Board, to perform duties and services authorized by the Board. Licenses, concessions, and contracts may be executed by the Manager pursuant to specific resolutions of the Board and to fulfill the requirements of the Budget. Regardless of any delegation to a Manager, the Directors shall not be relieved of responsibilities under the Declaration, the Articles of Incorporation or these Bylaws. 6.3 Limits on Delegation, Requirements for Association Funds, and Financial Statements.Pursuant to the Act, if at any time the Association has 30 or more Lots, and the Association delegates powers of the Board or officers relating to collection, deposit, transfer, or disbursement of Association funds to other persons or to a Manager, the Association requires the following: (a) that the other persons or Manager maintain fidelity insurance coverage or a bond in an amount not less than $50,000 or such higher amount as the Board may require; (b) that the other persons or Manager maintain all funds and accounts of the Association separate from the funds and accounts of other Associations managed by the other persons or Manager, and maintain all reserve accounts of each Association so managed separate from operational accounts of the Association; and that an annual accounting for Association funds and a financial statement be prepared and presented to the Association by the Manager, a public accountant, or a certified public accountant. ARTICLE 7 OFFICERS AND THEIR DUTIES 7.1 Enumeration of Officers. The officers of this Association shall be a President, vice-president ("Vice President"), Secretary, treasurer ("Treasurer"), and such other officers as the Board may from time to time create by resolution. The offices of Secretary and President may not be held by the same person. Otherwise, one person may simultaneously hold more than one of any of the other offices. 13738\1\1483485.1 7.2 Election of Officers. The officers shall be elected by the Board at the organizational meeting of each new Board. The officers shall hold office at the pleasure of the Board. 7.3 Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine 7.4 Resignation and Removal. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed from office with or without cause by 51% vote of the Board. 7.5 Vacancies. A vacancy of any officer may be filled by an affirmative vote of 51% of the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces. 7.6 Fairness Standard. Each Director shall discharge his duties as a Director, including his duties as a member of a committee of the Board, and each officer with discretionary authority shall discharge his duties under that authority: (a) in good faith; (b) with the care of an ordinary prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Director or officer reasonably believes to be in the best interests of the Association. In furtherance of the foregoing, the Board and the Association shall at all times enforce the provisions of the Declaration and Bylaws in a non-discriminatory and impartial manner and represent the interests of all Owners in a fair and just manner on all matters brought before it. 7.7 Duties. The duties of the officers are as follows: (a) President. The President shall have all of the general powers and duties which are incident to the office of president of a Colorado nonprofit corporation including, but not limited to, the following: preside at all meetings of the Board; appoint committees; and ensure that orders and resolutions of the Board are carried out. The President may cause to be prepared and may execute amendments, attested by the Secretary, to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable. (b) Vice President. The Vice President shall take the place of the President and perform the President's duties whenever the President is absent or unable to act. If neither the President nor the Vice President is able to act, the Board shall appoint some other Director to act in the place of the President on an interim basis. The Vice President shall also perform other duties imposed by the Board or by the President. (c) Secretary. The Secretary shall have charge or shall keep the minutes of all meetings of the Owners and proceedings of the Board. The Secretary shall have charge of the Association's books and papers and shall perform all of the duties incident to the office of secretary of a Colorado nonprofit corporation. The Secretary may cause to be prepared and may 13738\1\1483485.1 attest to execution by the President of amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable in accordance with the Governing Documents. (d) Treasurer. The Treasurer shall be responsible for Association funds and for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of all required financial data. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in depositories designated by the Board and shall perform all the duties incident to the office of treasurer of a Colorado nonprofit corporation. The Treasurer may endorse on behalf of the Association, for collection only, checks, notes and other obligations and shall deposit the same and all monies in the name of and to the credit of the Association in banks designated by the Association. (e) Delegation of Duties. The duties of any officer may be delegated to the Manager or to a Director. If an officer delegates his or her duties, the officer shall not be relieved of any responsibility under these Bylaws or under Colorado law. 7.8 Agreements, Contracts, Deeds, Checks, Etc. Except as provided in these Bylaws, all agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by any officer of the Association or by any other person or persons designated by the Board, including, without limitation, the Manager. 7.9 Statements of Unpaid Assessments. The Treasurer, assistant treasurer, a Manager employed by the Association, if any, or, in their absence, any officer having access to the books and records of the Association may prepare, certify, and execute statements of unpaid Assessments in accordance with Section 316 of the Act. The Association may charge a reasonable fee for preparing statements of unpaid Assessments. The amount of this fee and the time of payment shall be established by resolution of the Board. Any unpaid fees may be assessed as a Common Expense against the Lot for which the certificate or statement is furnished. 7.10 Compensation. Compensation of officers shall be subject to the same limitations as imposed in these Bylaws on compensation of Directors. ARTICLE 8 COMMITTEES The Association may appoint committees as deemed appropriate in carrying out its purposes. Committees shall have authority to act only to the extent designated by the Board or as delegated by the President. ARTICLE 9 ENFORCEMENT 9.1 Abatement and Enjoinment of Violations by Owners. The violation by any Owner of any of the Governing Documents shall be governed by the Declaration. 13738\1\1483485.1 9.2 Fines for Violation. Following notice and a hearing, the Board may levy reasonable fines for a violation of the Governing Documents, as set forth in the rules and regulations adopted by the Board. ARTICLE 10 BOOKS AND RECORDS 10.1 Records. The Association or Manager, if any, shall keep the following records: (a) an account for any Owner, which shall designate the name and address of each Owner, the amount of each Assessment levied against such Owner, the dates on which each Assessment comes due, any other fees payable by the Owner, the amounts paid on the account and the balance due; (b) minutes of all meetings of Owners and the Board, a record of all actions taken by the Owners or the Board without a meeting, a record of all actions taken by a committee of the Board in place of the Board on behalf of the Association, and a record of all waivers of notices of meetings of Owners and of the Board or any committee of the Board; (c) a record of the names, physical addresses and electronic mail addresses of all Owners, showing the number of votes each Owner is entitled to vote; (d) the Articles; (e) the Declaration; (f) the Bylaws; (g) any rules and regulations or policies promulgated and/or amended by the Association; (h) appropriate accounting records of the Association, as required under the Nonprofit Act; (i) generally as Owners; and officers; (i) all written communications within the past three (3) years to Owners a list of the names and business or home addresses of its current Directors (k) a copy of the Association's most recent annual report; (1) all financial audits or reviews conducted pursuant to section 38-33.3-303 (4) (b) of the Act during the immediately preceding three years; (m) a copy of any and all other records and documents which the Association is required to keep and/or maintain by the Act and/or the Nonprofit Act. 13738\1\1483485.1 10.2 Examination. The books, records, and papers of the Association shall at all times, during normal business hours, and after reasonable notice be subject to inspection and copying by any Owner, at his/her/its expense, for any proper purpose as set forth in a "records policy" duly adopted by the Board in compliance with the Act and the Colorado Nonprofit Corporation Act. The Board or the Manager shall determine reasonable fees for copying. ARTICLE 11 INDEMNIFICATION 11.1 Actions Other than by or on Behalf of the Association. The Association shall indemnify any person who was a party, is a party, or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or on behalf of the Association) by reason of the fact that he or she is or was a Director or officer of the Association, who is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees, and costs), judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, the Association shall not indemnify any person for wanton and willful acts or omissions. 11.2 Actions by or on Behalf of the Association. The Association shall indemnify any person who was a party, is a party, or who is threatened to be made a party to any action, suit, or proceeding by or on behalf of the Association to procure judgment in its favor by reason of the fact that such person is or was a Director or officer of the Association or is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees, and costs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which he or she reasonably believed to be in the best interests of the Association; provided, however, the Association shall not indemnify any person for wanton and willful acts or omissions. No indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or willful misconduct in the performance of his or her duty in the Association unless, and to the extent that, the court in which such action or suit was brought determines upon application that, in spite of the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as such court deems proper. 11.3 Successful on the Merits. To the extent that a Director, Manager, officer, employee, fiduciary, or agent of the Association has been wholly successful on the merits in defense of any action, suit, or proceeding as above referred to and allowed, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including expert witness fees, attorneys' fees, and costs) actually and reasonably incurred by him or her in connection therewith. 11.4 Determination Required. Any indemnification under Section 11.1 and 11.2 (unless ordered by a court) shall be made by the Association only as authorized by the specific 13738\1\1483485.1 case upon a determination that indemnification of the Director or officer is proper in the circumstances because such individual has met the applicable standard of conduct set forth above. Such determination shall be made by the Board by majority vote of a quorum consisting of those Directors who were not parties to such action, suit, or proceeding or, if there is no a majority of disinterested Directors, by independent legal counsel in a written opinion. 11.5 Payment in Advance of Final Disposition. The Association shall pay for or reimburse the reasonable expenses incurred by a former or current Director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (a) the Director or officer furnishes to the Association a written affirmation of the Director's good faith belief that he or she has met the standard of conduct described in Section 11.1 or Section 11.2, as applicable; and (b) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article 11. The undertaking required in this Section 11.4 shall be an unlimited general obligation of the Director or officer but need not be selected and may be accepted without reference to financial ability to make repayment. 11.6 No Limitation of Rights. The indemnification provided in this Article 11 shall not be deemed exclusive of, nor a limitation upon, any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of the Owners or Directors, or otherwise, nor by any rights that are granted pursuant to the Act and the Nonprofit Act, as those statutes may be amended from time to time. 11.7 Directors and Officers Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a Director or an officer of the Association against any liability asserted against him or her and incurred by such individual in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify such individual against such liability under the provisions of this Article. ARTICLE 12 AMENDMENTS 12.1 Procedure for Amendments. These Bylaws shall not be amended by the Board without the prior written approval of 51% of the Board. These Bylaws may also be amended at any Annual Meeting or at any Special Meeting called for the purpose of amending the Bylaws; provided, however, these Bylaws shall not be amended at an Annual or Special Meeting without the prior written approval of 51% of the Owners, provided said Owners are present at the meeting in person or represented by proxy and eligible to vote. Any such amendment shall be binding upon every Owner. 12.2 Restrictions on Amendments. The Owners shall have no power to amend the Bylaws in such a manner as to change materially the configuration or size of any Lot, to alter or modify the appearance of any Lot in a material manner, or to increase the proportion of any Owner's liability for Common Expenses without the prior written consent of such affected Owner. No amendment shall serve to shorten the term of a specific Director, conflict with the Act, conflict with the Articles of Incorporation, or conflict with the Declaration. 13738\1\1483485.1 ARTICLE 13 REQUIREMENTS OF THE ACT 13.1 Purpose. The purpose of this Article is to reflect recent changes in the Act, so that the Association may continue to operate in compliance with current law without the necessity of amending the Declaration. This Article may be amended by the Board unilaterally from time to time in order to comply with any changes to the Act. The Act supersedes any conflicting provisions set forth in any Governing Documents. 13.2 The Board. (a) If any contract, decision, or other action taken by or on behalf of the Board would financially benefit any member of the Board or anyone who is an immediate family member of a member of the Board, that member or the Board shall declare a conflict of interest for that issue. Such member shall declare the conflict in an open meeting, prior to any discussion or action on that issue. After making such declaration, the member may participate in the discussion but shall not vote on that issue. (b) The Board may authorize and pay for as a Common Expense the reimbursement of Board members for their actual and necessary expenses incurred in attending educational meetings and seminars on responsible governance of owners' associations. The course content of such educational meetings and seminars shall be specific to Colorado and shall make reference to the applicable sections of the Act. 13.3 Owner Education. The Association shall provide or cause to be provided to Owners on at least an annual basis, as a Common Expense, education as the general operations of the Association and the rights and responsibilities of Owner, the Association, and the Board under Colorado law. The criteria for compliance with this Section 13.3 shall be determined by the Board. 13.4 Governance Policies. The Association shall maintain accounting records using generally accepted accounting principles and adopt corporate governance policies concerning: (a) collection of unpaid Assessments; (b) handling of conflicts of interest involving the members of the Board; (c) the conduct of meetings of the Owners that may refer to applicable provisions of the Colorado Nonprofit Corporations Act or other recognized rules and principles; (d) enforcement of the Governing Documents including notice and hearing procedures and a schedule of fines; (e) inspection and copying of Association records by Owners; (f) investment of reserve funds; 13738\1\1483485.1 (g) procedures for the adoption and amendment of policies and Rules and Regulations; (h) Procedures for addressing disputes arising between the Association and Owners; and (i) When the Association has a reserve study prepared for the portions of the Community maintained, repaired, replaced, and improved by the Association; whether there is a funding plan for any work recommended by the reserve study and, if so, the projected sources of funding for the work; and whether the reserve study is based on a physical analysis and financial analysis. For the purposes of this subparagraph (i), an internally conducted reserve study shall be sufficient. 13.5 Special Provisions Regarding Meetings. (a) The Association may provide all notices and agendas required by this Article in electronic form, by posting on a web site or otherwise, in addition to printed form. If such electronic means are available, the Association shall provide notice of all regular and special meetings of Owner by electronic mail to all Owners who so request and who furnish the Association with their e-mail addresses. Electronic notice of a Special Meeting shall be given as soon as possible but at least 24 hours before the meeting. (b) All meetings of the Association and the Board are open to every Owner or to any person designated by an Owner in writing as such Owner's representative, and all Owners or designated representatives so desiring shall be permitted to attend, listen and speak at an appropriate time during the deliberations and proceedings; except that, regular and special meetings of the Board, Owners who are not Directors may not participate in any deliberation or discussion unless expressly authorized by a vote of the majority of a quorum of the Board. (c) The Board may place reasonable time restrictions on those persons speaking during the meeting but shall permit an Owner or an Owner's designated representative to speak before the Board or the Association, as applicable, takes formal action on an item under discussion, in addition to any other opportunities to speak. The Board shall provide for a reasonable number of persons to speak on each side of an issue. (d) Upon the final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may elect to preserve the attorney-client privilege in any appropriate manner, or it may elect to disclose such information, as it deems appropriate, about such matter in an open meeting. 13.6 Full Force and Effect. Except as amended by the provisions of this Article 13 in compliance with the requirements of the Act, the Declaration remains in full force and effect. 13738\1\1483485.1 ARTICLE 14 MISCELLANEOUS 14.1 Notices to the Association. All notices to the Association or the Board shall be delivered to the office of the Manager, or if there is no Manager, to the office of the Association, or to such other address as the Board may designate by written notice to all Owners. 14.2 Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 14.3 Office. The principal office of the Association shall be within the Community or at such other place as the Board may from time to time designate. 14.4 Compliance with the Act. These Bylaws are intended to comply with the requirements of the Act. If any of these Bylaws conflict with the provisions of the Act, the provisions of the Act will govern the Association. 14.5 Corporate Seal. The Association may have a seal or stamp in circular form and including the words, "River Edge Colorado Property Owners' Association, Inc." 14.6 Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation and end on December 31st of that year. 14.7 Interpretation. The provisions of these Bylaws shall be liberally construed to ensure that the Community shall at all times be operated and maintained in a manner so as to optimize and maximize its enjoyment and utilization by each Owner. 14.8 Severability. If any provision of these Bylaws or any application thereof is invalidated, such invalidity shall not affect the validity of the remainder of these Bylaws. 14.9 Rule Against Perpetuities. The rule against perpetuities does not apply to defeat any provision of these Bylaws. 14.10 Conflict. In the event of any conflict between the terms and conditions of these Bylaws and the Declaration, the terms and conditions of the Declaration shall control. In the event of any conflict between the terms and conditions of these Bylaws and the Articles, the terms and conditions of the Articles shall control. In the event of any conflict between the terms of these Bylaws and any rules and regulations that may be promulgated or modified by the Board, the terms and conditions of these Bylaws shall control. 13738\1\1483485.1 IN WITNESS WHEREOF, the undersigned, being the Directors of the Board has approved and executed these Bylaws as of the day of , 201_. By: By: By: 13738\1\1483485.1 , Director , Director , Director