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Land Owner’s Association ByLaws (Cont.)
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M. To designate and remove personnel necessary for the maintenance, operation, repair and replacement of the Common Easements.
N. On ten (10) days' notice and for receipt of a reasonable fee not to exceed Fifty and No/100 Dollars ($50.00) from the requesting party to furnish a certificate of the Owner's account setting forth the amount of any unpaid amounts or other charges due and owing from such Owner.
O. In general, to carry on the administration of this Association and to do all of those things necessary and reasonable in order to carry out the communal aspect of Lot ownership.
IV.4. Management Agent. The Board of Managers may employ for the Association a management agent or manager at a compensation established by the Board to perform such duties and services as the Board shall authorize including, but not limited to, the duties listed in Section IV.3 hereof. The employment and designation of a Member or management agent ("Managing Agent") shall not relieve the Board of Managers from its responsibility herein pursuant to the Declaration.
Any contracts entered into by the Association dealing with the management of the project shall be for a term not to exceed three (3) years, and may be renewable by agreement of the parties for successive one (1) year periods, and must contain a provision allowing the contract to be terminable by the Association for cause upon thirty (30) days’ written notice, and further provisions allowing either party to cancel the contract with or without cause and without the payment of a termination fee or penalty upon ninety (90) days’ prior written notice. Any management contract entered into by Declarant must be for a period not to exceed five (5) year(s). Further, and in connection with the Association’s right to contract for management and personnel, whether on site of off site in nature, the Association shall have the right to limit the use of portions of the Common Easements as shown on the map for purposes of the housing of Association personal, maintenance and storage facilities, and other such purposes as deemed desirable and necessary by the Association for the purposes of the management and maintenance of the Development.
IV.5. Election and Term of Office. The Managers shall be elected annually at the annual meeting of Members by a vote of the Members present in person of by proxy.
IV.6. Vacancies. Vacancies in the Board of Managers caused by any reason other than the removal of a Manager by a vote of the Association shall be filled by the remaining Members.
IV.7. Removal of Managers. Managers may be removed only by approval of Members representing fifty percent (50%) of the membership interests at a regular or special meeting or at any special meeting called for that purpose, and a successor may then and there be elected to fill the vacancy thus created. Any Manager whose removal has been so proposed by Members shall be given an opportunity to be heard at the meeting.
IV.8. Organization Meeting. The first meeting of a newly elected Board of Managers shall be held immediately following the annual meeting of Members and no notice shall be necessary to the newly elected managers in order legally to constitute such a meeting.
IV.9. Regular Meetings. Regular meetings of the Board of Managers may be held at such time and place as shall be determined, from time to time, by a majority of the managers, but at least two such meetings shall be held during each fiscal year and one such meeting shall be held immediately following the annual meeting of Members. Notice of regular meetings of the Board of Managers shall be given to each Manager, personally or by mail, telephone, or telegraph, at least three (3) days prior to the day named for such meeting.
IV.10. Special Meetings. Special meetings of the Board of Managers may be called by the President on three (3) days’ notice to each Manager, given personally, or by mail, telephone, or telegraph, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting. Special meetings of the Board of Managers shall be called by the President or Secretary in like manner and on notice on the written request of a Manager.
IV.11. Waiver of Notice. Before, at, or, after any meeting of the Board of Managers, any Manager may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Manager at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Managers are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
IV.12. Quorum. At all meetings of the Board of Managers, a majority thereof shall constitute a quorum for the transaction of business, and the acts of the majority of the Managers present at a meeting at which a quorum is present shall be the acts of the Board of Managers. If, at any meeting of the Board of Managers there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
IV.13. Manager’s Fees. Each Manager shall receive transportation expenses for attendance at any regular or special meeting of the Board of Managers, such expenses to be deemed common expenses.
ARTICLE V Officers
V.1. Designation. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Managers.
V.2. Election of Officers. The officers of the Association shall be elected annually by the Board of Managers at the organization meeting of each new Board and shall hold office at the pleasure of the Board. Any person may hold concurrently any two offices, except that the same person may not concurrently hold the offices of President and Secretary. The office of Vice-President need not be filled.
V.3. Removal of Officers. Upon an affirmative vote of majority of the members of the Board of Managers, any officer may be removed, with or without cause, and his or her successor elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose.
V.4. President. The President shall be the chief executive officer of the Association and shall be elected from among the members of the Board of Managers. The President shall preside at all meetings of the Association and the Board of Managers. The President shall have all of the general powers and duties which are usually vested in the office of the President of a nonprofit corporation including, but not limited to, the power to appoint committees from among the Member from time to time as the President may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.
V.5. Vice-President. A Vice-President shall have all the powers and authority and perform all of the functions and duties of the President in the absence of the President or his or her inability for any reason to exercise such powers and functions or perform such duties.
V.6. Secretary. The Secretary shall keep the minutes of meetings of the Board of Managers and minutes of meetings of the Association. The Secretary shall also keep a complete list of Managers and their registered mailing addresses. Such list shall also show opposite each Member’s name the number or other appropriate designation of the Lot represented by such Member. Such list shall be open to inspection by members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours. The Secretary shall have charge of such books and papers as the Board of Managers may direct, and shall in general perform all the duties incident to the office of the Association.
V.7. Assistant Secretary. The Board of Managers may appoint one or more Assistant Secretaries to perform all of the duties of the Secretary in the absence of the Secretary.
V.8. Treasurer. The Treasurer shall have responsibility for Association funds and shall be responsible for keeping full and accurate financial records and books of account of the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Managers. The Treasurer may also serve as Secretary in the event the Secretary and all Assistant Secretaries, if any are absent.
V.9. Assistant Treasurer. The Board of Managers may appoint one or more Assistant Treasures to perform all of the duties of the Treasurer in the absence of the Treasurer. ARTICLE VI Indemnification of Officers and Managers
VI.1. Indemnification. The Association shall indemnify every Manager or officer, and his or her heirs, executors, and administrators against all loss, cost, and expense including counsel fees, reasonably incurred by him or her in connection with any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Manager or officer of the Association, except as to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Associations advised by counsel that the person to be indemnified has not been guilty of gross negligence of willful misconduct in the performance of his or her duty as such Manager or officer in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such Manager or officer may be entitled. All liability, loss, damage, costs and expense incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as common expenses. Nothing contained in this Section VI.1, shall, however, be deemed to obligate the Association to indemnify any member or Owner of a Lot who is or has been a manager or officer of the Association with respect to any duties or obligations assumed or liabilities incurred by him under and by virtue of the Declaration as a member or Owner of a Lot covered thereby. ARTICLE VII Obligation of the Owners
VII.1. Assessments. Expect as otherwise provided in the Declaration, all Owners shall be obligated to pay the assessments imposed by the Association to meet the common expenses, and other payment of any installments thereof shall be made not later than the 10th day following the due date. The assessments shall be made pro rate according to percentage interest in and to the general Common Easements and installments thereof shall be due monthly in advance. A Member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of Members, within the meaning of these Bylaws, if and only if, the Owner shall have fully paid all assessments and installments thereof made or levied against such Owner and the Lot owned by such Owner which is represented by such Member. VII.2. Maintenance and Repair.
A. Except as may be provided in the Declaration, every Owner must perform promptly as such Owner’s expense all maintenance and repair work within such Owner’s Lot and limited Common Easements which if omitted would affect the development in its entirety or any part belonging to another Owner.
B. An Owner shall be obligated to reimburse the Association or another Owner upon receipt of a statement for any expenditures incurred by the association or other Lot Owner or both in repairing or restoring any Common Easement or any part of a Lot damaged as a result of negligent or other tortuous conduct of such Owner, a member of his or her family, his or her agent, employee, invitee, licensee, or tenant.
VII.3. Mechanic’s Lien. Each Owner agrees to indemnify and to hold each of the other Owners harmless from any and all claims of any mechanic’s lien filed against other Lots and the appurtenant Common Easements for labor, materials, services, or other products incorporated in the Owner’s Lot. In the event suit for foreclosure of a mechanic’s lien is commenced, then within 90 days thereafter, such Owner shall be required to deposit with the Association cash or negotiable securities equal to the amount of such claim, plus interest for one year together with the sum of $100.00. Such sum or securities shall be held by the Association pending final adjudication or settlement of the claim or litigation and shall be returned, with interest, in the event the owner takes the steps necessary to remove said lien of foreclosure. Disbursements of such funds or proceeds shall be made by the Association to insure payment of or on account of such final judgment or settlement. Any deficiency shall be paid forthwith by the subject Owner.
VII.4. General.
Each Owner shall comply strictly with the provisions of the Declaration.
Each Owner shall always endeavor to observe and promote the cooperative purpose for the accomplishment of which the Association was established.
VII.5. Use of Common Easements. Each Owner shall use the Common Elements in accordance with the purpose for which they were intended without hindering or encroaching upon the lawful rights of the of the other Owners.
VII.6. Right of Entry. An Owner shall permit the Managing Agent or other person authorized by the Board of Managers the right to access to the Owner’s Lot and appurtenant Common Easements from time to time during reasonable hours as may be necessary for the maintenance, and repair, of the Common Easements, or at any time deemed necessary by the Managing Agent or Board of Managers for the making of emergency repairs or to prevent damage to any of the Common Easements.
VII.7. Destruction or Obsolescence. Each Owner shall, upon becoming an Owner of a Lot, execute a power of attorney in favor of the Association, irrevocably appointing the Association attorney-in-fact to maintain, repair, and improve the Common Easements. The purpose of such execution shall be more fully to evidence such appointment, but failure to execute such power of attorney shall in no way derogate from the appointment in the Declaration. ARTICLE VIII Amendments
VIII.1. Amendments. These Bylaws may be amended by the Board of Managers at a duly constituted meeting for such purpose or at a meeting or Members called for such purpose and approved by Managers representing an aggregate interest of at least eighty percent (80%) of the membership interests. The notice of such meeting shall contain a summary of the proposed changes or a copy of such proposed changes. No amendment shall serve to shorten the term of any Manager.
ARTICLE IX Evidence of Ownership Registration or Mailing Address, and Required Proxies
IX.1. Proof of Ownership. Any Person on becoming an Owner of a Lot shall furnish to the Managing Agent or Board of Managers a photocopy or a certified copy of the recorded instrument vesting that person or entity with an interest or ownership, which instrument shall remain in the files of the Association. A Member shall not be deemed to be in good standing nor shall he, she, it or they be entitled to be represented and have his membership interest voted at any annual or at a special meeting of Members unless this requirement is first met.
IX.2. Registration of Mailing Address. The Owners of each Lot shall have one and the same registered address to be used by the Association for mailing of monthly statements, notices, demands, and all other communications; and such registered address shall be the only mailing address of a person or persons, firm corporation, partnership, association, or other legal entity or any combination thereof to be used by the Association. Such registered address of an Owner or Owners shall be furnished by such Owners to the Secretary within five (5) days after transfer of title; such registration shall be in written form and signed by all of the Owners of the Lot or by such persons as are authorized by law to represent the interest of (all of) the Owners thereof. If no such address is registered or if all of the Owners cannot agree, then the address of the Lot shall be their registered address until another registered address is furnished as permitted under this Section. Registered addresses may be changed form time to time by similar designation.
IX.3. Completed Requirements. The requirements contained in this Article shall be first met before an Owner of a Lot shall be deemed in good standing and entitled to be represented and have his membership interest voted at any annual or special meeting of Members.
ARTICLE X Restrictions
X.1. Nonprofit Corporation. This Association is not organized for profit. No member of the Board of Managers, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operations thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distribute to, or inure to the benefit of, any member of the Board of Managers. The foregoing, however, shall neither prevent nor restrict the following: (1) reasonable compensation may be paid to any Member or Manager while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (2) any Member or Manager may, from time to time, be reimbursed for his or her actual and reasonable expenses incurred in connection with the administration or the affairs of the Association.
ARTICLE XI Fiscal Year
XI.1. Fiscal Year. The fiscal year of the Association shall be as determined from time to time by the Board of Managers.
The undersigned, Secretary of the Ghost Mine Ranch Landowners Association, Inc., a Colorado nonprofit corporation, does hereby certify that the above and foregoing Bylaws were duly adopted by the Board of Managers as the Bylaws of said corporation on the 29th day of September , 1995 and that they do now constitute the Bylaws of said corporation.
Dated this 29th day of September , 1995.
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