HomeMy WebLinkAbout1.18 Draft BylawsBYLAWS
OF
HALF MOON HOMEOWNERS ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is HALF MOON HOMEOWNERS ASSOCIATION, INC., hereinafter referred to
as the "Association". The principal office of the corporation shall be c/o Battlement Mesa Management
Co., 73 G Sipprelle Drive, Parachute, Colorado 81635, but meetings of members and directors may be
held at such places within the State of Colorado as may from time to time be designated by the
Executive Board of the Association ("Executive Board" or "Board").
ARTICLE II
PURPOSE
The purpose for which the Association is formed is to govern the Units, exercise the rights, power and
authority, and fulfill the duties of the Association, as provided in that certain Declaration of Covenants,
Conditions and Restrictions of Canyon View, and any amendments and supplements thereto, recorded
or to be recorded in the office of the Clerk and Recorder of Garfield County, Colorado ("Declaration")
(terms which are defined in the Declaration shall have the same meanings herein unless otherwise
defined), and those certain Articles of Incorporation of Canyon View Homeowners Association, Inc., and
any amendments thereto, now or hereafter filed in the office of the Secretary of State of the State of
Colorado, as amended ("Articles of Incorporation"). All present and future Unit Owners, tenants,
occupants, and any other Person who may use the Units, or any portion thereof, or any facilities or
appurtenances thereto or thereon, in any manner, shall be subject in all respects to the covenants,
conditions, restrictions, reservations, easements, regulations, and all other terms and provisions set
forth in the Declaration, Articles of Incorporation and these Bylaws. The mere acquisition, rental or
occupancy of any Unit, or any portion thereof, shall signify that all terms and provisions of the
Declaration, Articles of Incorporation and these Bylaws are accepted, ratified and shall be complied
with.
ARTICLE III
MEETINGS OF MEMBERS
1. Annual Meetings. The first annual meeting of the Members shall be held within twelve (12) months
from the date of incorporation of the Association, and each subsequent regular annual meeting of
the Members shall be held annually on such date, at such time and location, as the Executive Board
may determine in its sole discretion from time to time. At each annual meeting, the Members shall
elect directors to fill vacancies and conduct such other business as may properly come before the
meeting.
2. Special Meetings. Special meetings of the Members may be called at any time by the President or by
a majority of the Executive Board or by Unit Owners having at least twenty percent (20%) of the
votes of the Association.
3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the
direction of, the secretary of the Association or Person authorized to call the meeting. Not less than
ten (10) nor more than fifty (50) days in advance of such meeting, the Person giving such notice, as
aforesaid, shall cause notice of the meeting to be hand delivered or sent prepaid by United States
mail to the mailing address of each Unit or to any other mailing address designated in writing by the
Unit Owner. The notice of any meeting must state the time and place of the meeting and the items
on the agenda, including the general nature of any proposed amendment to the Declaration or
Bylaws, any budget changes, and any proposal to remove an officer or member of the Executive
Board.
4. Quorum.
a. A quorum is deemed present throughout any meeting of the Association if Persons entitled to
cast twenty percent (20%) of the votes which may be cast for election of the Executive Board
are present, in person or by proxy, at the beginning of the meeting.
b. Unless otherwise specifically provided by the Declaration, the Articles of Incorporation, these
Bylaws or by statute, all matters coming before a meeting of Members at which a proper
quorum is in attendance, in person or by proxy, shall be decided by the vote of a majority of the
votes validly cast at such meeting.
5. Proxies.
a. If only one of the multiple Unit Owners of a Unit is present at a meeting of the Association, such
Unit Owner is entitled to cast all votes allocated to that Unit. If more than one of the multiple
Unit Owners are present, the votes allocated to that Unit may be cast only in accordance with
the agreement of a majority in interest of the Unit Owners, unless the Declaration expressly
provides otherwise. There is majority agreement if any one of the multiple Unit Owners casts
the votes allocated to that Unit without protest being made promptly to the Person presiding
over the meeting by any of the other Unit Owners of the Unit.
b. Votes allocated to a Unit may be cast pursuant to a proxy duly executed by a Unit Owner. If a
Unit is owned by more than one Person, each Unit Owner of the Unit may vote or register
protest to the casting of votes by the other Unit Owners of the Unit through a duly executed
proxy. A Unit Owner may not revoke a proxy given pursuant to this Section except 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 provides otherwise.
6. Security Interest Holders. Each Security Interest Holder shall have the right to designate a
representative to attend all meetings of Members.
ARTICLE IV
EXECUTIVE BOARD - SELECTION - TERM OF OFFICE
1. Number. The affairs of this Association shall be managed by an Executive Board of five (5) directors,
except that until termination of the Period of Declarant Control the Executive Board shall consist of
three (3) directors. Directors shall be Members which, in the case of Declarant, may include any
partner of Declarant and any principal, officer, director, employee or authorized agent of Declarant
or any partner of Declarant and, in the case of corporate Members, may include the officers and
directors of each such corporate Member.
2. Term of Office.
a. No later than sixty (60) days after conveyance of twenty-five percent (25%) of the Units that
May Be Created to Unit Owners other than a Declarant, at least one (1) member and not less
than twenty-five percent (25%) of the members of the Executive Board must be elected by Unit
Owners other than the Declarant. Not later than sixty (60) days after conveyance of fifty percent
(50%) of the Units that May Be Created to Unit Owners other than a Declarant, not less than
thirty-three and one-third percent (33-1/3%) of the members of the Executive Board must be
elected by Unit Owners other than the Declarant.
b. Except as otherwise provided in these Bylaws, during the Period of Declarant Control, the
Declarant or Persons appointed by the Declarant may appoint all officers and directors and
remove all officers and directors of the Executive Board appointed by it. Not later than
termination of the Period of Declarant Control, the Unit Owners shall elect an Executive Board
of at least three members, at least a majority of whom must be Unit Owners other than the
Declarant or designated representatives of Unit Owners other than the Declarant. The Executive
Board members so elected shall take office upon election.
c. Any director of the Executive Board who is elected by the Members prior to termination of the
Period of Declarant Control shall serve for one (1) year or until such director's duly-elected
successor takes office on the Executive Board, whichever occurs later. At the first annual
meeting of the Association held subsequent to termination of the Period of Declarant Control,
the Members shall elect two directors for terms of one year, two directors for terms of two
years, and one director for a term of three years, and at each annual meeting thereafter the
Members shall elect the same number of directors as there are directors whose terms are
expiring at the time of each election, for terms of three years.
3. Removal. The Unit Owners, by a vote of sixty-seven percent (67%) of the Association votes cast by
Persons present and entitled to vote at any meeting of the Unit Owners at which a quorum is
present, may remove any member of the Executive Board with or without cause, other than an
Executive Board member appointed by the Declarant. Declarant may at any time remove, and
appoint the successor of, any member of the Executive Board who was appointed by the Declarant.
In the event of death, resignation or removal of a director, his or her successor shall be selected by a
majority of the remaining members of the Executive Board, whether or not such remaining
members constitute a quorum, and shall serve for the unexpired term of the director being
replaced; provided, however, that the Declarant may appoint the successor of any director who
served in such capacity as a result of being appointed by the Declarant.
4. Compensation. No director shall receive compensation for any service rendered as a director to the
Association. However, any director may be reimbursed for actual expenses incurred in the
performance of the director's duties.
5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence
of a meeting which they could take at a meeting by obtaining the written approval of all of the
directors. Any action so approved shall have the same effect as though taken at a meeting of the
directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
1. Nomination. Nomination for election to the Executive Board may be made by a Nominating
Committee if such a Committee is appointed, from time to time, by the Executive Board.
Nominations may also be made from the floor at any Member meeting.
2. Election. Election to the Executive Board shall be by secret written ballot. At such election the
Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to
exercise under the provisions of the Declaration. The Persons receiving the largest number of votes
shall be elected. Cumulative voting is not permitted.
ARTICLE VI
MEETINGS OF EXECUTIVE BOARD
1. Regular Meetings. Regular meetings of the Executive Board shall be held not less often than
quarterly, without notice, at such place and hour as may be fixed from time to time by the Board.
Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on
the next day which is not a legal holiday.
2. Special Meetings. Special meetings of the Executive Board shall be held when called by the president
of the Association, or by any two directors, after not less than three (3) days' notice to each director.
3. Quorum, Actions of Executive Board. A quorum is deemed present throughout any meeting of the
Executive Board if Persons entitled to cast fifty percent (50%) of the votes on the Executive Board
are present at the beginning of the meeting. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be regarded as the act of
the Executive Board
ARTICLE VII
POWERS AND DUTIES OF THE EXECUTIVE BOARD
a. Powers. The Executive Board shall have power to:
a. adopt and publish rules and regulations governing the use of the Units, the Common
Elements, the Common Interest community, or any portion thereof, and any facilities
thereon and the personal conduct of the Members and their guests thereon, and to
establish penalties for the infraction thereof;
b. suspend the voting rights and the right of a Member to use recreational facilities, if any,
during any period in which such Member shall be in default in the payment of any
assessment levied by the Association. Such rights may also be suspended after notice and
hearing, for a period not to exceed sixty (60) days, for infraction of published Association
rules and regulations;
c. enter into, make, perform or enforce contracts, licenses, leases and agreements of every kind
and description, provided, however, that the following contracts and leases, if such contracts
and leases are entered into before the Executive Board elected by the Unit Owners takes office
subsequent to termination of the Period of Declarant Control, may be terminated without
penalty by the Association at any time after such date, upon not less than ninety (90) days'
notice to the other party:
(1) any management contract, employment contract, or lease of recreational or parking
areas or facilities;
(2) any other contract or lease between the Association and a Declarant or an affiliate of a
Declarant; or
(3) any contract or lease that is not bona fide or was unconscionable to the Unit Owners at
the time entered into under the circumstances then prevailing, (However, this
subsection (c) does not apply to any lease the termination of which would terminate the
Common Interest Community or reduce its size, unless the real estate subject to that
lease was included in the Common Interest Community for the purpose of avoiding the
right of the Association to terminate a lease under this subsection or a proprietary
lease.)
d. provide for direct payment of assessments to the Association from Unit Owners' checking, credit
or other accounts,
e. exercise for the Association all powers, duties and authority vested in or delegated to the
Association and not reserved to the membership by other provisions of these Bylaws, the
Articles of Incorporation or the Declaration,
f. declare the office of a member of the Executive Board to be vacant in the event such member
shall be absent from two (2) regular meetings of the Executive Board during any one-year
period, and
g. employ a manager, an independent contractor, or such other employees as they deem
necessary, and prescribe their duties.
2. Duties. It shall be the duty of the Executive Board to:
a. cause to be kept a complete record of all its acts and corporate affairs, and make such records
available to Unit Owners as provided in Article XI of these Bylaws;
b. supervise all officers, agents, and employees of the Association, and see that their duties are
properly performed;
c. as more fully provided in the Declaration, to:
(1) determine the amount of the annual assessment against each Unit, from time to time,
in accordance with the Association budget, and revise the amount of the annual
assessment if such budget is rejected by the Unit Owners, and
(2) foreclose the lien against any Unit for which assessments are not paid within.one
hundred eighty (180) days after the due date, or bring an action at law against the
Owner personally obligated to pay the same;
d. issue, or cause an appropriate officer or authorized agent to issue, from time to time,
certificates of the status of assessments, as provided in Article IV, Section 11 of the Declaration;
e. procure and maintain insurance, as more fully provided in Article VI of the Declaration;
f. provide for maintenance, repair and/or reconstruction of the Common Elements, other parcels
of real property, and Improvements, as more fully provided in the Declaration, and
g. keep financial records sufficiently detailed to enable the Association to comply with the
requirement that it prove statements of unpaid assessments. All financial and other records
shall be made reasonably available for examination by any Unit Owner and such Unit Owner's
authorized agents.
Any of the aforesaid duties may be delegated by the Executive Board to any other Person(s) or
to the managing agent.
3. Limitation on Powers. The Executive Board may not act on behalf of the Association to amend the
Declaration, to terminate this Common Interest Community, or to elect members of the Executive
Board or determine the qualifications, powers and duties, or terms of office of Executive Board
members, but the Executive Board may fill vacancies in its membership for the unexpired portion of
any term.
ARTICLE VIII
RIGHTS OF THE ASSOCIATION
The Association may exercise any and all rights or privileges given to it under the Declaration, the
Articles of Incorporation or these Bylaws, or as may otherwise be given to it by law, and every other
right or privilege reasonably to be implied therefrom or reasonably necessary to effectuate any such
right or privilege.
ARTICLE IX
OFFICERS AND THEIR DUTIES
1. Enumeration of Offices. The officers of this Association may be a president and vice-president, a
secretary, a treasurer, and such other offices as the Board may from time to time by resolution
create.
2. Election of Officers. The election of officers shall take place at the first meeting of the Executive
Board following each annual meeting of the Members.
3. Term. The officers of this Association shall be elected annually by the Executive Board and each shall
hold office for one (1) year unless the officer shall sooner resign, or shall be removed, or shall
otherwise be disqualified to serve.
4. Special Appointments. The Executive 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.
5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the
Executive Board. Any officer may resign at any time by giving written notice to the Executive 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 and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
6. Vacancies. A vacancy in any office may be filled by appointment by the Executive Board. The officer
appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person
shall simultaneously hold more than one of any of the other offices except in the case of special
offices created pursuant to Section 4 of this Article.
8. Duties. The duties of the officers, which are delegable to other persons or the managing agent, are
as follows:
a. President: The president shall preside at all meetings of the Executive Board and Members, shall
see that orders and resolutions of the Board are carried out, shall sign all leases, mortgages,
deeds and other written instruments, and shall co-sign or authorize a designated agent to co-
sign promissory notes and checks of the Association.
b. Vice-President: The vice-president shall act in the place and stead of the president in the event
of the president's absence, inability, or refusal to act, and shall exercise and discharge such
other duties as may be required of the vice-president by the Executive Board.
c. Secretary: The secretary or a designated agent shall record the votes and keep the minutes of all
meetings and proceedings of the Executive Board and of the Members; shall keep the corporate
seal of the Association and affix it on all papers requiring said seal; shall serve notice of meetings
of the Board and of the Members; shall keep appropriate current records showing the names of
the Members together with their addresses, shall prepare, execute, certify and record
amendments to the Declaration on behalf of the Association; and shall perform such other
duties as required by the Board.
d. Treasurer: The treasurer or a designated agent shall receive and deposit in appropriate bank
accounts all monies of the Association; shall sign or authorize a designated agent to sign
promissory notes and checks of the Association, shall keep proper books of account, shall cause
an annual compilation report of the Association books to be made by a Certified Public
Accountant at the completion of each fiscal year or, at the option of the Executive Board or as
required by the Declaration, an annual review or audited financial statement may be required;
and shall prepare an annual budget to be presented to the membership, and deliver a copy of
each to the Members.
e. Any officer of the Association may prepare, execute, certify and record amendments to the
Declaration on behalf of the Association.
ARTICLE X
COMMITTEES
The Association shall appoint an Architectural Review Committee, subject to the provisions of the
Declaration, and may appoint a Nominating Committee. In addition, the Executive Board may appoint
other committees as it deems appropriate in carrying out its purposes.
ARTICLE XI
BOOKS AND RECORDS
The Association shall make available to Unit Owners current copies of the Declaration, Articles of
Incorporation, these Bylaws, the rules and regulations, books, records and financial statements of the
Association. "Available" shall mean available for inspection, upon request, during normal weekday
business hours or under other reasonable circumstances.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form and within its circumference the words: HALF MOON
HOMEOWNERS ASSOCIATION, INC.
ARTICLE XIII
AMENDMENTS
These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority
of the votes of a quorum of Members present in person or by proxy; provided, however, that the
written approval of HUD or VA shall be required for any amendments enacted during the Period of
Declarant Control if, at the time such amendment is enacted, HUD has insurance or VA has a
guarantee(s) on one or more Security Interests.
ARTICLE XIV
CONFLICTS OF PROVISIONS
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall
control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall
control, and in the case of any conflict between the Articles of Incorporation and the Declaration, the
Declaration shall control.
ARTICLE XV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Association shall indemnify every director, officer, agent and employee, and any former director,
officer, agent and employee, against all loss, costs and expenses, including attorney's fees, reasonably
incurred in connection with any action, suit, or proceeding to which such person may be made a party
by reason of being or having been such a director, officer, agent or employee of the Association, except
for matters in which such person shall be finally adjudged to be liable for gross negligence or fraud. Any
such indemnity shall be limited to and may only be paid out of the insurance proceeds provided by an
insurer furnishing officers and directors errors and omissions insurance coverage and any other
insurance protecting the Association from liability because of the negligent acts of its servants, including
insurance covering motor vehicles or public liability, property damage, medical and other similar
coverage, it being the intent and purpose of this provision to limit all payments or settlements in
indemnification to the actual proceeds of insurance policies. No indemnification shall be provided for
acts constituting gross negligence, nor for fraud, nor for more reprehensible conduct. In the event of a
settlement, the settlement shall be approved by the insurance carrier and paid for by the insurance
carrier out of the insurance proceeds. The foregoing rights shall not be exclusive of other rights to which
such director, officer, agent or employee may be entitled.
ARTICLE XVI
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of July and end on the last day of June of
every year except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the directors of HALF MOON HOMEOWNERS ASSOCIATION, INC.,
have hereunto set our hands this ____ day of __________ 20__
DIRECTORS:
______________________________________
______________________________________
______________________________________
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of CANYON VIEW HOHEOWNERS ASSOCIATIOH, INC., a
Colorado non-profit corporation, and
That the foregoing Bylaws constitute the Bylaws of said Association, as duly adopted at a meeting
of the Executive Board thereof, held on the ____ day of __________, 20__.
In witness whereof, I have hereunto subscribed my name and affixed the seal of said Association this
____ day of _________, 20__.
______________________________________
(seal)
______________________________, Secretary
AGREEMENT TO SURRENDER THE RIGHT TO APPOINT
AND
APPROVAL OF AMENDMENT TO THE BYLAWS
OF
HALF MOON HOMEOWNERS ASSOCIATION, INC.
It is the understanding of the Board of Directors of the Canyon View Homeowners Association, Inc. that
the Declarant agrees to (1) surrender the right to appoint more than one Board person and one officer
prior to the expiration of the Period of Declarant Control, and (2) give your approval of the Bylaw
amendment.
The Articles of Incorporation authorize the Declarant to “voluntarily surrender the right to
appoint”.
The Declarant agrees to the following:
1. Declarant acknowledges his right to appoint Board members pursuant to Colorado statute
and the governing documents for the Canyon View Homeowners Association, Inc. Realizing
these rights, the Declarant voluntarily surrenders the right to appoint more than one Board
person and one officer as of this date.
2. Declarant has reviewed and hereby approves the enclosed proposed amendment to the
Bylaws of the Canyon View Homeowners Association, Inc.
This Agreement may not be amended nor may any rights hereunder be waived except by an instrument
in writing signed by the party sought to be charged with such amendment or waiver, shall be construed
in accordance with, and governed by the laws of Colorado, shall be binding upon and shall inure to the
benefit of the parties and their respective personal representatives and assigns.
Signed on the date set forth below.
DECLARANT: ASSOCIATION:
HALF MOON HOMEOWNERS ASSOCIATION, INC
By: ____________________________________ By: ____________________________________
Declarant President
Date: __________________________________ Date: __________________________________
FIRST AMENDMENT TO THE BYLAWS OF
HALF MOON HOMEOWNERS ASSOCIATION, INC.
This FIRST AMENDMENT TO BYLAWS OF HALF MOON HOMEOWNERS ASSOCIATION, INC. (this “First
Amendment”) is made effective as of ______ __, 20__.
RECITALS:
1. Pursuant to Article VI of the Articles of Incorporation of the Association Declarant has elected to
voluntarily surrender part of Declarant's right to appoint and remove officers and directors of the
Executive Board before termination of the Period of Declarant Control.
2. The Declarant and the Members desire to amend these Bylaws in accordance with Article XIII of these
Bylaws, to provide for an Executive Board consisting of five (5) directors before the termination of the
Period of Declarant Control, one (1) of whom shall be appointed by Declarant and four (4) who shall be
elected by the Members.
3. Pursuant to Article III, Section 2 of these Bylaws, a Special Meeting of the Members was called for the
purpose of amending these Bylaws, and proper notice of such Special Meeting, describing the proposed
amendment to these Bylaws set forth herein, was given to the Unit Owners pursuant to the
requirements for such notice set forth in Article III, Section 3 of these Bylaws.
4. Such Special Meeting of the Members was held on August 16, 2000. A quorum was present. By a vote
of a majority of the votes of a quorum of Members present in person or by proxy, the Members
approved this First Amendment.
5. The requirements of Article XIII of these Bylaws concerning HUD and/or VA have been met.
NOW THEREFORE, this First Amendment having been duly approved in the manner set forth in these
Bylaws, these Bylaws are hereby amended as follows:
A. Article IV, Sections 1 and 2 of the Bylaws are hereby deleted in their entirety and the borrowing
inserted therefor:
1. Number. The affairs of this Association shall be managed by an Executive Board of five (5) directors.
Directors shall be Members which, in the case of Declarant, may include any partner of Declarant and
any principal, officer, director, employee or authorized agent of Declarant and, in the case of corporate
Members, may include the officers and directors of each such corporate Member.
2. Term of Office.
(a) Except as otherwise provided in these Bylaws, during the Period of Declarant Control, the Declarant
may appoint one (1) officer and director of the Executive Board and shall have the right to remove any
such officer and director of the Executive Board appointed by it. During the period of Declarant Control,
the Unit Owners shall elect the other four (4) directors of the Executive Board. Not later than the
termination of the Period of Declarant Control, the Unit Owners shall elect all five (5) officers and
directors of the Executive Board, at least a majority of whom must be Unit Owners other than the
Declarant. On the same date that this First Amendment to the Bylaws is adopted, the Association shall
(l) hold an election to fill the Board positions created hereby, and (2) adopt a method for staggering
elections, whereby in the future, two Board Members shall be elected each year for two years, and one
person shall be elected in the third year. Executive Board members elected pursuant to this subsection
shall take office upon election.
(b) Any director of the Executive Board who is elected by the Members prior to termination of the
Period of Declarant Control shall serve for a term which complies with the opening that exists in the
Association's method of staggering elections until such director's duly-elected successor takes office on
the Executive Board. At the first meeting of the Association held subsequent to the termination of the
Period of Declarant Control, the Members shall elect one (1) director to replace the director previously
appointed by Declarant, for a term which will expire on a staggered basis in coordination with the
Association's method of staggering elections. Thereafter, one or two directors shall be elected at each
annual meeting of the Members for a three-year term.
B. All terms and conditions of these Bylaws shall remain in full force and effect, unmodified except as
expressly modified and amended as set forth herein.
CERTIFICATION
I, the undersigned, do hereby certify:
1. I am the duly elected and acting Secretary of HALF MOON HOMEOWNERS ASSOCIATION, INC., a
Colorado nonprofit corporation.
2. The foregoing First Amendment to the Bylaws of Half Moon Homeowners Association, Inc., were duly
adopted at a meeting of the Members thereof, held _______ __, 20__, at which a quorum was held and
a majority of the votes were cast in favor thereof.
In witness whereof, I have hereunto subscribed my name and affixed the seal of said Association this
__________, 20__.
______________________________________
Secretary