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HomeMy WebLinkAbout1.01 Supplemental App InfoARTICLES OF INCORPORATION OF THE WATER & SEWER COMPANY AT RIVERBEND' INC. a Colorado Not-for-Profit Corporation KNOW ALL MEN BY THESE PRESENTS that the undersigned natural Person, more than 18 years of age, acting as an incorporator in order to organize and establish a corporation not for pront under- and pursuant to the statutes of the State of Colorado, does hereby adopt the following Articles of Incorporation, to-wit: ARTICLE I. NAME The name of the Corporation is THE WATER & SEWER COMPANY AT RIVERBEND, INC. ARTICLE II. DURATION The period of duration of the Corporation shall be perpetual- ARTICLE III. PURPOSES, POWERS AND LIMITATIONS The purposes for which the Corporation is organized and the Powers which it shall possess and the limitations to which it is subject are as follows: A. To operate and maintain the facilities reasonably necessary to provide domestic water supply distribution and sanitary sewage treatrnent to those areas known as the Riverbend P.U.D. Fiti"g No. 1, the Riverbend P.U.D. Filing No. 2 and Riverbed P.U.D. Filing No. 5 located in Garfield County, Colorado. 1. To acquire and hold title to, lease, purchase, sell and convey any lands or interest in lands, including,6ut not limited to, water and water rights, and any utilities deemed necessary or desirable by the Corporation. Articbs of Incoworation Rberbend Water & Santer ComVaW, lnc, 2. To acquire and operate the domestic water supply distribution systems which shall service Riverbend P.U.D. Filing No. 1, Riverbend P.U.D. Filit S No. 2 and Riverbend P.U.D. Filing No. 5. 3. To acquire and operate the sanitary wastewater treatment facilities and septic systems which shall seivice the Riverbend P.U.D. Filing No. 1, Riverbend P.U.D. Filing No. 2 and Riverbend P.U.D. Filing No. 5. 4. To establish, maintain and enforce all necessary and reasonable rules and regulations concerning the use and maintenance of the facilities under its jurisdiction' 5. To charge and collect such fees, charges and assessments as may be set or charged by the Board of Directors of the corporation in carrying out its function hereunder and to en-ter into written service contracts and/oiother agreements, all to the end of carrying out the purposes and powers of the Corporation. 6. To exercise all the powers authorized or granted to a corporation not-for- profit by the laws of the State of Colorado as are now in effect or may hereinafter be in effect. B. These Articles are herein expressly made subject to those provisions contained within the Subdivision Improvements Agreement executed by R.B. Water & Sewer Company, Inc. pertain to the discontinuation of water and sewer service and by this reference the same are incorporated herein. ARTICLE IV. MEMBERS A. Memberships in The Water & Sewer Company at Riverbend,lnc. shall be granted and certificates evidencing the same shall be issued to the following described Persons: 1. All persons or entities who own title in fee to a lot or unit within Riverbend P.U.D. Filing No. 5 and who coincident with the issuance of said membership execute and file with the corporation written service contract for domestic water and sanitary sewage treatrnent. 2. All persons or entities within Riverbend P.U.D. Filings No. 1 and No. 2 currently receiving domeitic water and sanitary wastewater treatment for R.B. Water & Sewer Company, Inc. and coincident with the issuance of said membership, execute and file with the corporation a written service contract for domestic water and sanitary wastewater treatrnent'. B. All memberships issued pursuant to these provisions shall be of the same class entitling the holder thereof to one vote on each matter submitted to a vote of the members' C. There shall be issued one membership for each lot or unit owned as above described, which membership shall be appurtenant to the fee simple title of each such lot or unit and shall automatically pass with title. Articles of I ncorpontion Riaerbend Water & Seuer Company, Inc. D. If fee simple title is held by more than one person or entity the regular membership appurtenant to that lot or unit shall be shared by all such persons or entities in the same proportionate interest and by the same type of ownership as fee sirnple title to the water unit is held. ARTICLE V. DIRECTORS A. The names and addresses of the persons who are to serve as directors of this Corporation until the fust annual meeting of members and until their successors shall be elected and shall qualify are as follows: Steve Boat P.O. Box 1989 Glenwood Springs, CO 81ffiL7989 Diane Boat P.O. Box 1989 Glenwood Springs, CO 81ffiL1989 Tim Thulson P.O. Drawer 790 Glenwood Springs, CO 81602 B. The business, affairs and property of the Corporation shall be managed by a Board of Directors who shall be elected at the annual meetings of the members by plurality vote. Each director shall be elected to serve until the next succeeding annual meeting and until his successor shall be elected and shall qualify. C. The Board of Drectors shall consist of from three (3) to five (5) persons as shall be determined by the Bylaws of the Corporation, D. Subsequent to the first annual meeting of members, all Directors must be a member of the corpoiation as above defined. The composition of the Board of Directors shall be as provided in the bylaws of the corporation. E. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected from the unexpired term of his predecessor in office. ARTICLE VI. REGISTERED OFFICE AND AGENT The address of the initial registered office of this Corporation is 0225 Glen Eagle Circle, New Castle, CO, and the initial registered agent at such office is Steve Boat. Articles of I ncorpor ation Riaerbnd Water €t Sewer Company, lnc. ARTICLE VII. INCORPORATOR The name and address of the incorporator of this Corporation is Steve Boat, P.O. Box 1989, Glenwood Springs, CO 87ffi2. ARTICLE VIII. DISSOLUTION This Corporation may be dissolved by fourth-fifths (46ths) of the votes entitled to be cast by its members and in accordance with the laws of the State of Colorado. Upon dissolution, the pioperties and assets of this Corporation shall be dishibuted 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. lN WITNESS WHEREOF, the undersigned, being the incorporator 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, executes thessArticles of Incorporation aforesaid and declares that the statements therein contained are true and accordinfly has hereunto set his hand this d"y of 19pl5. STEVE BOAT STATE OF COLORADO ) ) sr. COUNTY OF GARFIELD ) a notary public in and for the County and State aforesaid, do hereby certify that Steve Boat, who is personally known to me to be the person whose name is subscribed in the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered the said instrument in writing as his free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal this dry of 1995. Articles of lncorporation Rioerbend Water & Sewer Company, lnc. Notary Public Address: My commission expires: Articles o! lncorporation Riaerbend Water & Sauer CompaW, lnc. BYLAWS OF RIVERBEND P.U.D. FILING NO. 5 HOMEOWNERS ASSOCIATION, INC. ARTICLE I. OFFICES The principal office of the Corporation shall be at 0225 Glen Eagle Circle, New Castle, Colorado. th" Co.poration may also have or,e (1) or more office at such other place or places within or without ih" Stut" of Colorado as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II. MEMBERS' MEETINGS A. Meetings of members shall be held at the principal office of the Corporation or at such other place or places, within or without the State of Colorado, as may U-" tq* -6q: 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. B. The annual meetings of members, after the year 199-, for the election of directors to succeed those whose terms expire and for the transaction of such other business a's may come before the meeting shall be held in each year on the second Saturday in Febru.ary. If tfre day so fixed for such annual meeting shall be a legal holiday, then such meeting shall be held on the next succeeding business day. C. Special meetings of members for any purpose or purposes may be called at any time by the Board of Directors and shall be called by the chairman of the Board of Directors or the secretary upon the request of the holders of not [ess than one-half (1D) of the total members' vote in the Coiporation entitled to vote at the meeting. The purposes of such special meeting shall be stated in the notice therefor. D. Notice of each meeting of members, whether annual or special, shall be given, not less than ten (10) days nor more than fifty (50) days prior thereto, to each member of record entitled to vote thereat by mailing regular, United States Mail, postage prepaid, addressed to each member as the memberis nrm"lpp"ars upon the books of the Corporation. The notice of all meetings shall state the place, day and hour thereof. Bylmus ' Riverbend P.U.D. Filing No. 5 Homeowners ,Association,lnc.Page 7 of 5 E. At least ten (10) 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, shall be prepared by the secretary of the Corporation and shall be open to the inspection of any member during usual business hours for a period of at least ten (10) days prior to such meeting at the principal office of the Corporation. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any member who is present. F. Members of this Corporation shall have the right to vote the election of the directors of the Corporation and upon all other matters properly brought to a vote of the members by virtue of the Articles of Incorporation, the Bylaws of the Corporation or the laws of Colorado. G. Each member shall have one (1) vote for each lot owned. If fee simple title is held by more than one (1) person or entity, the owners shall determine how the one (1) vote athibutable to that lot shall be cast. , H. The Declarant shall have the right to appoint and remove the Board of Directors and the officers of the Board of Directors subject to the following: 1. Not later than sixty (60) days following conveyance of twenty-five percent (25%) of the lots to owners other than the Declarant at least one (1) member and not less than twenty-five percent (25%) of the members of the Board of Directors must be elected by lot owners other than the Declarant. 2. Not later than sixty (60) days after conveyance of fifty percent (50%) of the lots conveyed to owners other than the Declarant, not less than one-third (1/3) of the Board of Directors must be elected by lot owners other than the Declarant. 3. The control of the Declarant shall terminate no later than sixty (60) days after conveyance of seventy-five percent (75%) of the lots owned by persons other than the Declarant and, in any event, not later than two (2) years after the last conveyance of a lot by the Declarant in the ordinary course of business. I. The cumulative system of voting shall not be used for any purpose. Each member shall be entitled to vote in person or by proxy executed in writing by such member or by his duly authorized attomey in fact; provided, however, that no such proxy shall be valid after eleven (11) months from the date of its execution, unless the proxy provides for a longer period. When a quorum is present at any meeting, the vote of a majority of the members' votes present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by the express provisions of the laws of Colorado, the Articles of Incorporation, or the Protective Covenants for the subdivision, a different vote is required, in which case the express provisions shall govern and control the decision of such question. Bylmos Rioerbend P.U.D. Filing No. 5 Homeowners Association, lnc.Page 2 of 5 J. The Board of Directors shall close the membership transfer books of the Corporition for a period of not less than ten (10) days nor more than fifty (50) days preceding the date of any meeting of members. K. The holders of a majority of the total members' votes entitled to vote thereat, present in person or represented by proxl, shall be requisite to and shall constitute a quoryT at all meetings of members for the hinsaction of business, except as otherwise expressly provided by law or by the futicles of Incorporation. If such quorum shall not be present or represented "[ ".ry such meeting, the holders -of a majority of the votes present in person or rePresented. by p.o*y and entitled to vote thereat shall have power to adjourn the meeting from time to time until a quorum shall be present or represented. L. The chairman of the Board of Directors shall 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. Ths secretary of the Corporation shall act as secretary of such meetings. ARTICLE III. DIRECTORS A. The number of the directors of the Board of Directors shall be three (3). B. After each annual election of directors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of any other business. C. Regular meetings 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. D. Special meetings of the Board of Directors may be called by the chairman of the Board of Directors on five (5f days' notice to each director, either personally, by mail or by telegram, and shall be called by the chairman of the Board of Directors or secretary in like manner and on like notice on the written request of any two (2) directors. E. Meetings, including organizational meetings, of the Board of Directors may be held at such place or placls either within or without the State of Colorado as shall from time to time be determined Uy the Board, or as shall be fixed by the Chairman of the Board of Directors and designated in the notice of the meeting. F. Actions taken by the Board of Directors without a meeting and attendance at meetings by telephone or similar iommunication equipment shall be authorized as provided in c.R.s.7-5-708. G. A majority of the number of directors shall constitute a quorum at all meetings of the Board of Directors, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any Bylnos' Rioerbend P.U.D. Filing No. 5 l:lomeowners ,4ssociation, lnc.Page 3 of 5 meeting, a maiority of the directors present may adjoum the meeting to a later day and hour without further notice. H.Directors shall be paid no compensation by the Corporation for their servicei. All directors may be allowed expenses incurred for attendance at each regular or special meeting of the Board aJ may be from time to time fixed by resolution of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV. OFFICERS A. The Board of Directors annually shall elect a president of the Board of Directors, a secretary and a treasurer. The Board may also elect or appoint such other officers as may be determir,"a Uy the Board.. Every officer so elected or appointed shall continue in office until his successor shall be elected oi appointed and shall qualify, unless sooner removed. Any individual, except the president of the Board of Directors, may hold tno (2) or more offices simultaneously. Any officer elected or appointed by the Board of Directors may-be r_emoved at any time by an affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. B. The president of the Board of Directors shall be the chief executive officer of the Corporation. He itratt preside at all meetings of the members and directors, shall have general ind active munugemlnt of the operation of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect' C. The secretary shall give, or cause to be given, notice of all meetings of the members and directors and shail attend all such meetings and keep a record of their proceedings. The secretary shall be the custodian of the seal of the Corporation and shall have Power b l{k the same to all docurlents, the execution of which on behalf of the Corporation is authorizedby these Bylaws, by the Articles of Incorporation, or by the Board of Directors. The secretary shall have charge of membership records of the Corporation and shall in general perform all duties incident to the office of seiretary 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. D. 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 shall be selected by the Board of Directors. The treasurer shall collect and receivg and give receipts for all monies or securities belonging to the Corporation. In general, the beasurer shall perform all the duties incident to the office of treasurer and sucfi 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. Bylmos ; Riaerbend P.U.D. Filing No. 5 Homeownerc , ssociation, lnc.Page 4 of 5 ARTICLE V. ASSESSMENTS A. Assessments may be levied by the Corporation upon the members of the Corporation, by vote of the Board of Directors, for the purpose of funding any of the activities of tire Corporition which shall include, but not be limited to: payment of taxes on real and personal ploperty; interest on monies borrowed; road and easement construction, surfacing, maintenanceind snow removal; operation and maintenance of the domestic water and irrigation water systems; operation and maintenance of the common lands and green belt areas; legal and "."o.rr,ii^g fees; managerial salaries; and any and all expenditures needed or required for the operation of the Corporation affairs. B. Assessments shall be levied pro rata on each lot and unit in the subdivision. The total sum to be levied on all members shall be divided by the total lots and units owned in fee by all members. The resulting amount shall be levied upon each lot and unit. All "rr"ri^".ts shall be payable within thirty (30) days of date of posting of notice thereof to each lot and unit owner. C. Every assessment duly levied against any member by the Corporation shall become a lien on the lands and improvements to lands owned by such member in the subdivision and shall be entitled to foreclose the lien the same as if it were a mortgage. Foreclosure shall be as provided for foreclosure of a mortgage pursuant to Colorado statutes. The Corporation shall also be entitled to maintain an action in the Dishict Court in and for the County of Grand and State of Colorado for the purpose of recovering any unpaid assessments made against any member. Upon the request of any member, the Board of Directors shall execute ind deliver an agreement subordinating the lien provided for in this paragraph to the lien of any first mortgage or deed of trust on the real property and improvements owned by the member in the subdMsion. The Board of Directors may, in its discretion, also subordinate the lien provided for in this paragraph to any second or subsequent mortgage or deed of trust. ARTICLE VI. ROADS A. The roads in the subdivision shall be public roads; provided, however, maintenance, upkeep and snow removal of the roads shall be performed by the Association at the sole cost and expense of the Association. B. The Corporation, with the approval of the Commissioners of Garfield County, Colorado, may, from time io time, adopt rules and regulations governing the use of the roads, including establishing traffic control, speeds, parking and otherwise managing the same in the same fashion as a municipality. C. Use fees and charges for maintenance of the roads and snow removal therefrom shall be as from time to time established in the Protective Covenants for the subdivision and in the rules and regulations adopted as above authorized. Bylmos I*aerbend P.ll,D. Filing No. 5 Homeoutnerc Association, lnc.Page 5 of 5 ARTICLE VII. INDEMNIFICATION The Corporation shall indemnrfy ".y and all of its directors or officers, or former directors or officers, against expenses actually incurred by them in connection with the defense of any action, suit 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 Corporation, except in relation to matters as to which any such director or officer, or former director or officer, shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of members or otherwise. ARTICLE VIII., AMENDMENTS This Corporation reserves the right to amend, alter, change or repeal any provisions contained in, or to add any provisions to, its Articles of Incorporation or its Bylaws from time to time by resolution adopted at any regular or special meeting by three-fou.rths (3/4ths) of the votes of all of the members entitled to be cast thereat, whether present in person or represented by proxy or absent. ADOPTED by the Board of Directors of the Riverbend P.U.D. Filing No. 5 Homeowners Association, Inc. President Attest: Secretary Bylmos' Riaerbend P,U.D. Filing No. 5 Homeownerc Association, Inc.Page 5 of 5 Z. R.B. Water & Sewer shall transfer and convey to Riverbend pursuant to special warranty deed all real property as described on Exhibit A attached hereto and pu6lrunt to bill of sale all personal-property as described in Exhibit B attached hereto. 3. The above described conveyance shall iransfer to Riverbend all real and personal properly necessary to the continued operation of the water system. 4. Subsequent to the above described conveyance and in consideration of the same, Riverbend shail grant to R.B. Water & Sewer the right to connect 21 residential unis to the water system wi-thout tap fees, charges and/or other costs to R.B. Water & Sewer. 5. The waiver of tap fees described in paragraph 4 above are appurt:nl-nt to the 21 lots as set forth on the ilat for Riverbend- P.U.D. Filing No. 5 and shall not be transferred or assigned separate from the same. 6. This Memorandum of Agreement is intended to and shall be binding upon the parties hereto, their successors and assigns of all kinds. 7. This Agreement contains the entire agreement between the parties . and supersedes all prior tinderstandings, agreements, negotiations and representations written and oral not contained herein. 8. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this contract the court in such action shall award a reasonable sum as attorney fees to thJ parry who in light of the issues litigate that the court's decision on those issues was the pr"riiting party inlhe action. If a party voluntarily dismisses an action a reasonable sum as attorney fees shall be awarded to the other parly. IN WITNESS WHEREOF the parties have signed this Memorandum of Agreement on the day and year first above written. By R.B. WATER & SEWER COMPANY, INC. Steve Boat, President THE WATER & SEWER COMPANY AT RIVERBEND, INC. By -2- Steve Boat, President