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HomeMy WebLinkAbout04.0 HOA Articles of IncorporationARTICLES OF INCORPORATION OF SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC. (A Nonprofit Corporation) These Articles of Incorporation are for the purpose of forming a nonprofit corporation under the Colorado Revised Nonprofit Master Association Act, §§ 7-127-101 to 7-137-301, C.R.S. (the "Non -Profit Act"). Capitalized terms not otherwise defined herein shall have the meaning given them in the Master Declaration of Covenants, Conditions and Restrictions for Spring Valley Ranch P.U.D. (the "Master Declaration"). ARTICLE 1 NAME The name of this corporation is Spring Valley Ranch Community Master Association, Inc. (the "Corporation" or the "Master Association"). ARTICLE 2 DURATION The period of duration of the Corporation shall be perpetual. ARTICLE 3 PURPOSES The business, objectives, and purposes for which the Corporation is formed are as follows: 3.1 To manage and operate the property within the Spring Valley Ranch P.U.D., a planned community form of common interest community to be located in Garfield County, State of Colorado ("the "Project") in accordance with the Master Declaration. The Project will be a planned community form of "Common Interest Community" defined by the Colorado Common Interest Ownership Act, C.R.S. §38-33.3-101 et seq. ("CCIOA"), comprised of multiple Lots, amenities and infrastructure improvements. The Project may be expanded to include additional real estate described in the Master Declaration. 3.2 To promote the Project, protect the value of the Project and promote the common benefit of the Lot Owners, occupants and residents of the Project. 3.3 To be and constitute the Master Association referred to in the Master Declaration to be recorded in the Clerk and Recorder's Office of Garfield County, Colorado, and to perform all obligations and duties of the Master Association and to exercise all rights and powers of the Master Association, as specified therein. ARTICLE 4 POWERS In furtherance of its purposes, the Corporation shall have the following powers: 4.1 All of the powers, rights, and privileges conferred upon nonprofit corporations by the common law and statutes of the State of Colorado, including without limitation the Non -Profit Act, in effect from time to time. 4.2 All of the powers, rights, and privileges conferred upon common interest community Master Associations under the common law and statutes of the State of Colorado, including without limitation CCIOA, in effect from time to time. 4.3 All of the powers, rights, and privileges necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Master Association under the Master Declaration, the Articles of Incorporation the Bylaws of the Corporation and any rules, regulations and policies of the Corporation enacted from time to time. 4.4 The Corporation shall have all of the powers, rights, and privileges listed below, which are listed by way of example, and not by way of limitation, to do the following: 4.4.1. Adopt and amend bylaws, rules and regulations and policies; 4.4.2. Adopt and amend budgets for revenues, expenditures, working capital and reserves and collect assessments for Common Expenses and other expenses for operation of the Project from Lot Owners; 4.4.3. Hire and terminate managers and other employees, agents, and independent contractors; 4.4.4. Institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more Lot Owners on matters affecting the Corporation; 4.4.5. Make contracts and incur liabilities; 4.4.6. Regulate the construction, use, maintenance, repair, replacement, and modification of the Common Areas, Limited Common Areas and any portions of the Lots for which the Master Association is responsible pursuant to the Master Declaration; 4.4.7. To cooperate with the County of Garfield, any applicable local authority and any other governing governmental entity in the construction, use, maintenance, repair, replacement, and modification of the Project, including Common Areas and Limited Common Areas; -2- 4.4.8. Cause additional improvements to be made as a part of the Common Areas, Limited Common Areas and any portions of the Lots for which the Master Association is responsible pursuant to the Master Declaration; 4.4.9. Acquire, hold, encumber, and convey in its own name any right, title, or interest to Association Property; 4.4.10. Grant easements, leases, licenses, and concessions through or over the Common Areas and Limited Common Areas; 4.4.11. Impose and receive any payments, fees, or charges for the use, rental, or operation of the Common Areas and Limited Common Areas; 4.4.12. Impose charges for late payment of assessments, recover reasonable attorney fees and other legal costs for collection of assessments and other actions to enforce the power of the Master Association, regardless of whether suit was initiated, and, after notice and an opportunity to be heard, and to levy reasonable fines for violations of the Master Declaration, Bylaws, and the Rules and Regulations of the Master Association; 4.4.13. Impose reasonable charges for the preparation and recordation of amendments to the Master Declaration or statements of unpaid assessments; 4.4.14. Provide for the indemnification of its officers, Board Members and committee members, and to maintain directors' and officers' liability insurance; 4.4.15. Assign its right to future income, including the right to receive common expense assessments, but only to the extent the Master Declaration expressly so provides; 4.4.16. Enforce covenants, restrictions, and conditions affecting the Project; 4.4.17. Borrow money and secure the repayment of monies borrowed for any purpose of the Corporation, to the extent provided in the Bylaws or in the Master Declaration; 4.4.18. Engage in activities which will actively foster, promote, and advance the common interests of the Owners within the Project; 4.4.19. Delegate or assign certain of its rights and duties to the Board of Directors or to committees of the Master Association. 4.4.20. Exercise any other powers conferred by the Master Declaration or Bylaws; 4.4.21. Exercise all other powers that may be exercised in this state by legal entities of the same type as the Master Association; and 4.4.22. Exercise any other powers necessary and proper for the governance and operation of the Master Association and the Project. -3- The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article. ARTICLE 5 MEMBERSHIP RIGHTS AND QUALIFICATIONS The classes, rights, and qualifications and the manner of election or appointment of members are as follows: 5.1 The Corporation shall be a membership Master Association without certificate or shares of stock. Any person who holds title to a Lot or Cabin Interest shall be a member of the Corporation (sometimes hereinafter referred to as an "Owner"). There shall be a single class of members in the Corporation. Membership in the Corporation shall be automatically transferred upon the transfer of title to the Lot to which the membership pertains, provided, however, that the Bylaws of the Master Association may contain reasonable provisions and requirements with respect to recording such transfers on the books and records of the Corporation. No person other than an Owner may be a member of the Corporation. 5.2 If title to any Lot shall be held by two (2) or more persons, then each such person shall be a member of this Corporation, provided however, that the voting rights of such Owners shall be as described in the Bylaws of the Master Association. The Master Declarant named in the Master Declaration, or its successors or assigns, may exercise all voting rights with respect to any Lot owned by it, subject to any limitations contained in the Bylaws or the Act. 5.3 A membership in the Corporation and the share of the member in the Corporation shall not be assigned, encumbered, or transferred in any manner except as an appurtenance to transfer of title to the Lot to which the membership pertains, provided however, that the rights of membership may be assigned to the holder of a first Mortgage or Deed of Trust as further security for a loan secured by a lien on such Lot. 5.4 The Board of Directors of the Master Association may suspend the voting rights of a member for failure to pay any assessment or for failure to otherwise comply with the Rules and Regulations or the Bylaws of the Master Association or with any other obligations of the Owners under the Master Declaration, or agreement(s) created pursuant thereto. 5.5 During the Period of Master Declarant Control before the date that the Period of Master Declarant Control expires or is earlier terminated (the "Turnover Date"), Master Declarant shall appoint the Board Members as provided herein and in the Master Declaration and the Bylaws consistent with CCOIA, and after the Turnover Date the Owners, as members of the Master Association, shall elect all Board Members. 5.6 The Bylaws or the Master Declaration may contain provisions, not inconsistent with the foregoing, setting forth the rights, privileges, duties, and responsibilities of the members. -4- ARTICLE 6 EXECUTIVE BOARD 6.1 The business and affairs of the Corporation shall be conducted, managed, and controlled by a Board of Directors. 6.2 Initially and during the Period of Master Declarant Control before the Turnover Date the Board of Directors shall consist of three (3) Board Members appointed by Master Declarant: 6.3 After the Turnover Date all persons comprising the Board shall be elected from among the Owners in accordance with the Master Declaration and Bylaws. After the Turnover Date the Board shall initially consist of three (3) members. 6.4 Board Members may be removed and vacancies on the Board of Directors shall be filled in the manner provided in the Bylaws. 6.5 If ownership of any Lot is held by a corporation, limited liability company, trust, Master Association or partnership (general or limited), a duly appointed officer, director, agent, representative, or employee of said entity may serve as a Board Member. 6.6 The Period of Master Declarant Control begins with the appointment of the initial Board of Directors and continues until the Turnover Date that shall occur the earlier of: (a) sixty days after Master Declarant conveys seventy-five percent (75%) of the Lots that may be created to Owners other than Master Declarant, (b) two years after the last conveyance of a Lot by Master Declarant in the ordinary course of business, or (c) two years after the right to add new Lots was last exercised (if such right is reserved by Master Declarant in the Master Declaration). Master Declarant may voluntarily relinquish such power evidenced by a notice executed by Master Declarant and recorded in the real estate records of Garfield County, provided that upon voluntary relinquishment of control the Master Declarant may at its option require that specified actions of the Master Association or the Board of Directors as described in the recorded notice, during the Period of Master Declarant Control would otherwise be entitled to appoint and remove directors and officers, be approved by Master Declarant before they become effective. Under the Act, Master Declarant control is further extinguished in the increments indicated below sixty days after the following events: (a) Upon Master Declarant's conveyance of twenty- five percent (25%) of the Lots that may be created to Owners other than Master Declarant not less than twenty-five percent (25%) of the members of the Board of Directors (minimum of one) shall be elected by Lot Owners other than Master Declarant; and (b) Upon Master Declarant's conveyance of fifty percent (50%) of the Lots that may be created to Owners other than Master Declarant not less than thirty-three and one-third percent (33-1/3%) of the members of the Board of Directors shall be elected by Lot Owners other than Master Declarant. 6.7 The initial Board of Directors shall consist of the following persons, who shall each serve for the term indicated or until his or her successor is duly elected and qualified: NAME ADDRESS TERM -5- 1 Year 2 Years 2 years 6.8 Any vacancies in the Board of Directors occurring before the first election of directors by the Lot Owners shall be filled by the remaining directors. ARTICLE 7 INITIAL REGISTERED OFFICE AND AGENT The initial registered agent and the initial registered office of the Corporation shall be: Spring Valley Holdings, LLC ARTICLE 8 INITIAL PRINCIPAL OFFICE The initial principal office of the Corporation shall be: Spring Valley Holdings, LLC ARTICLE 9 INCORPORATION The incorporator of this Corporation, and the incorporator's name is as follows: James S. Lochhead, Esq. Brownstein Hyatt Farber Schreck, P.C. 410 17th Street, Suite 2200 Denver, Colorado 80202 ARTICLE 10 DISSOLUTION In the event of the dissolution of this Corporation, either voluntarily by the members hereof, by operation of law, or otherwise, then the assets of this Master Association shall be deemed to be owned by the Owners at the date of dissolution in accordance with the Allocated Interest of each Lot Owner, as determined in accordance with the Master Declaration. -6- ARTICLE 11 AMENDMENTS These Articles of Incorporation may be amended by the Board of Directors for those matters recognized in Section 7-130-102 of the Non -Profit Act, and by a vote of a majority of the Board Members for all other matters. Any amendment to these Articles of Incorporation that would affect the rights, privileges, preferences, restrictions, or conditions of either class as to voting, dissolution, redemption, or transfer of memberships shall require the approval of at least sixty seven percent (67%) of the Owners. No amendment shall be contrary to or inconsistent with any provision of the Master Declaration. -7-