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The following
Bylaws correctly set forth the provisions of the Bylaws of PINON GLEN HOMEOWNERS
ASSOCIATION, INC., and were duly adopted pursuant to the Colorado Non-Profit
Corporation Act:
The name of
the corporation is PINON GLEN HOMEOWNERS ASSOCIATION, INC., hereinafter referred
to as the "Association." The principal office of the corporation shall be
located at 1401 North Potter Drive, Suite 201, Colorado 80909, but meetings of
members and Directors may be held at such places within the County of El Paso as
may be designated by the Board of Directors, which shall also be known and
referred to sometimes herein as the "Board."
All terms
which are defined in the Declaration of Covenants, Conditions and Restrictions
of Pinon Glen Homeowners Association, Inc. (hereinafter called the "Declaration"
and incorporated herein by this reference) shall have the same meaning
herein.
Section
1. Membership and Voting
Rights. The requirements and
conditions of membership and of voting rights shall be as provided in the
Declaration and the Articles of Incorporation.
Section
2. Annual Meetings. The first annual meeting of the Members
shall be held within one year of the date of incorporation, and each subsequent
annual meeting of the Members shall be held during the same month of each year
thereafter at a place, date and time, within the State of Colorado, as the Board
of Directors may determine.
Section
3. Special Meetings. Special meetings of the Members may be
called at any time by the President or by the Board of Directors, or upon
written request of the Members who are entitled to vote one-fourth (1/4) of all
of the votes in the membership.
Section
4. Notice of Meetings. Written notice of each meeting of
the Members shall be given by, or at the direction of, the Secretary or person
authorized to call the meeting, by mailing a copy of such notice, postage
prepaid, at least thirty (30) but not more than sixty (60) days- prior to such
meeting, to each Member entitled to vote at such meeting addressed to the
Member's address last appearing on the books of the Association, or supplied by
such Member to the Association for the purpose of notice. 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.
Section
5. Action
Taken Without Meeting. Notwithstanding any provision to the contrary, any
action required or permitted to be taken at any meeting of Members may be taken
without a meeting, prior notice or a vote, if a consent in writing setting forth
the action so taken is signed by all Members of the
Association.
Section
6. Quorum. The presence at the meeting of Members
entitled to cast, or of proxies entitled to cast, one-third (1/3) of the votes
of membership shall constitute a quorum for any action except as otherwise
provided in the Articles of Incorporation, the Declaration, or these
Bylaws. If, however, such quorum
shall not be present or represented at any meeting, the Members entitled to vote
at such meeting shall have power to adjourn the meeting, from time to time,
without notice other than announcement at the meeting, until a quorum as
aforesaid shall be present or be represented.
Section
7. Proxies. At all meetings of Members, each Member
may vote in person or by proxy. All
proxies shall be in writing and filed with the Secretary prior to the
meeting. Every proxy shall be
revocable upon written notice to the Secretary and shall automatically cease
upon conveyance by the Member of his or her Lot.
Section 8. Majority of Members. As used in these Bylaws, the term "majority of Members" shall mean fifty-one percent (51%) of the combined votes cast by all Members present at a meeting containing a quorum. An affirmative vote of a majority of the Members present, in person or by proxy, shall be required to transact the business of the meeting and shall be valid and binding upon all Owners.
Section
9. Order of Business. The order of business at all meetings of
the Members shall be as described and decided by the Board in accordance with
customary parliamentary procedure.
Section
1. Number. The property, business
and affairs of the Association shall be managed by a Board of Directors. The initial Board of Directors shall be
composed of three (3) directors, who shall be appointed by the
Declarant.
(a) Notwithstanding anything herein to the contrary, the Declarant shall have the right to appoint the Board of Directors and to control the Association as follows: During the Period of Declarant Control, the Declarant, or persons designed by him or her, subject to certain limitations, may appoint and remove the officers and members of the Board. The Period of Declarant Control shall terminate no later than the earlier of: (i) Sixty (60) days after conveyance of seventy five percent (75%) of the Lots that may be created to Owners other than a Declarant or a home builder who has purchased the Lot for the purpose of constructing a residential home: (ii) Two (2) years after Declarant has last conveyed a Lot in the ordinary course of business; or (iii) Two (2) years after any right to add new Lots was last exercised, but not to exceed five (5) years after the first Lot in the Subdivision is conveyed to an Owner. A Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board before termination of the Period of Declarant Control, but in that event, the Declarant may require, for the duration of the Period of Declarant Control, that specified actions of the Association or Board, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective.
(b) Not later than sixty (60) days after conveyance of twenty-five percent (25%) of the Lots to Owners, other than a Declarant or a home builder, at least one member, and not less than twenty-five percent (25%) of the members of the Board shall be elected by Owners other than a Declarant. Not later than sixty (60) days after conveyance of fifty percent (50%) of the Lots created to Owners other than a Declarant or a home builder, not less than one-third (1/3) of the members of the Board must be elected by Owners other than a Declarant.
(c) Except as otherwise provided above, not
later than the termination of any Period of Declarant Control, the Owners shall
elect a Board of at least three (3) members, at least a majority of whom must be
Owners other than the Declarant or designated representatives of Owners other
than the Declarant. The Board shall elect the officers. These Board members and officers shall
take office upon termination of the Period of Declarant
Control.
(d) Notwithstanding any provision of these
Declarations or Bylaws to the contrary,
the Owners, by a sixty-seven percent (67%) vote of all persons present
and entitled to vote at any meeting of the Owners at which a quorum is present,
may remove any member of the Board with or without cause, other than a member
appointed by the Declarant.
Section
2. Resignation. Any Director may resign at any time by
giving written notice of such resignation to the President or the Secretary. Unless otherwise specified in such
written notice, such resignation shall take effect upon receipt thereof by such
officer.
Section 3.
Removal. Any director
appointed by the Declarant may be removed, with or without cause, by the
Declarant in its sole discretion.
Any other director may be removed from the Board, with or without cause,
by at least a sixty-seven percent (67%) vote of the Members. In the event of death, resignation or
removal of a director, his or her successor shall be selected by the Declarant,
if applicable, or otherwise by a majority of the remaining directors of the
Board and shall serve for the unexpired term of his or her
predecessor.
Section 4.
Compensation. No director shall receive compensation for any
service he or she may render to the Association. However, any director may be
reimbursed for his or her actual expenses incurred in the performance of his or
her duties.
Section 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 the directors. Any action so approved shall have the
same effect as though taken at a meeting of the directors.
Section
1. Nomination. After the termination of Declarant’s
Control, nomination for election to the Board of Directors shall be made by a
Nominating Committee. Nomination
may also be made from the floor at the annual meeting. The Nominating Committee shall consist
of a Chairman, who shall be a Member of the Board of Directors, and two or more
Members of the Association. The Nominating Committee shall be appointed by the
Board of Directors prior to each annual meeting of the Members, to serve from
the close of such annual meeting until the close of the next annual meeting and
such appointment shall be announced at each annual meeting. The Nominating Committee shall make as
many nominations for election to the Board of Directors as it shall, in its
discretion, determine but not less than the number of vacancies that are to be
filled.
Section
2. Election. After the termination of
Declarant's Control, election to the Board of
Directors 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.
Section
1. Regular Meetings. Regular meetings of the Board of
Directors shall be held with such frequency and at such times and places as
shall be determined by a majority of the directors. Notice of regular meetings
of the Board of Directors shall be given to each director personally or by mail,
telephone or telegraph, at least seven (7) days prior to the day named for such
meeting.
Section
2. Organizational Meeting. The first meeting of a newly elected
Board of Directors following the annual meeting of the Members shall be held
within ten (10) days thereafter at such place as shall be fixed by the directors
at the meeting at which such directors were elected and no notice shall be
necessary to the newly elected directors in order legally to constitute such
meeting, provided a majority of the whole Board shall be
present.
Section
3. Special Meetings. Special meetings of the Board of
Directors may be called by the President of the Association, or by any two (2)
or more directors, upon three (3) days notice to each director, given personally
or by mail, telephone or telegraph, which notice shall state the time, the place
and the purpose of meeting.
Section
4. Waiver of Notice. Before or at any meeting of the Board of
Directors, any director may, in writing, waive notice of such meeting and such
waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting
of the Board shall be a waiver of notice by him or her of the time and place
thereof. If all of the directors
are present at any meeting of the Board, no notice shall be required and any
business may be transacted at such meeting.
Section
5. Quorum. At all meetings of the Board of
Directors, a majority of the directors shall constitute a quorum for the
transaction of business, and the acts of the majority of the directors present
at a meeting at which a quorum is present shall be the acts of the Board of
Directors. If, at any meeting of
the Board, there be less than a quorum present, those present may adjourn the
meeting from time to time. At
any such adjourned meeting as originally called may be transacted without
further notice.
Section
1. Powers. The Board of Directors shall have power
to:
(a) adopt and publish rules and regulations
governing the use of the Association services and facilities, and all matters
related to the Declaration, and to establish penalties for the infraction
thereof. A rule or regulation shall
not be in conflict with the Declaration or these Bylaws. A copy of such rules and regulations
shall be delivered by hand to each Lot or mailed to each Member upon the
adoption thereof;
(b) suspend any Member’s right to vote and
to use of any Association service or facilities during any period in which such
Member shall be in default under the Declaration including, without
limitation, the non-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 each infraction of published rules and
regulations;
(c) exercise for the Association all powers,
duties and authority vested in or delegated to this Association and not reserved
to the membership by other provisions of these Bylaws, the Articles of
Incorporation, or the Declaration, as may be necessary for the administration of
the affairs of the Association and for the operation and maintenance of the
Subdivision pursuant to the Declaration;
(d) incur such costs and expenses as may be
necessary to perform Association duties;
(e) declare the office of a director of the
Board of Directors to be vacant in the event such director shall be absent from
three (3) consecutive regular meetings of the
Board of Directors; and
(f) employ a property manager, an
independent contractor or such other employees as they deem necessary, and to
prescribe their duties; provided however, the Board when so delegating shall not
be relieved of its responsibilities under the Declaration.
Section
2. Duties. It shall be the duty of the Board of
Directors to:
(a) cause to be kept a complete record of
all its acts and corporate affairs and to present a statement thereof to the
Members at the annual meeting of the Members, or at any special meeting when
such statement is requested in writing by one-fourth (1/4) of the Members who
are entitled to vote;
(b) provide such supervision of all
officers, agents and employees of this Association as the Board deems reasonably
necessary and appropriate;
(c)
as more fully
provided in the Declaration to:
(i) fix the amount of the annual
assessment;
(ii) send written notice of each assessment to every Owner subject thereto;
(iii) file a lien against any property for which assessments are not paid or bring an action at law against the owner personally obligated to pay the same or take such other action as it deems appropriate.
(d) issue, or to cause an appropriate
officer to issue, upon demand by any person, a certificate setting forth whether
or not any assessment has been paid.
A reasonable charge may be made by the Board for the issuance of these
certificates. If a certificate
states an assessment has been paid, such certificate shall be conclusive
evidence of such payment;
(e) procure and maintain adequate liability
insurance as required by the Declaration and any other insurance determined by
the Board;
(f) provide maintenance and make repairs, additions, alterations and improvements
in the manner consistent with the Declaration;
(g) establish a bank account or accounts for
the common treasury and for all separate funds which are required or may be
deemed advisable and to keep and maintain full and accurate books and records
showing all of the receipts, expenses or disbursements and to permit examination
thereof by any Owner as permitted by the Declaration, and to cause a complete
review of the books and accounts by an accountant, once each year;
and
(h) meet as
often as the Board deems reasonable and appropriate.
Section
3. No Waiver of Rights. The omission or failure of the
Association or any Member to enforce the covenants, conditions, restrictions,
easements, uses, limitations, obligations or other provisions of the
Declaration, the Bylaws or rules and regulations adopted pursuant thereto, shall
not constitute or be deemed a waiver, modification or release thereof, and the
Board of Directors, the Association or any Member shall have the right to
enforce the same thereafter.
Section
1. Enumeration of Officers. The officers of the Association shall be
a President and a Vice-president, both of whom shall at all times be Members -of
the Board of Directors, and a Secretary and a Treasurer, and such other officers
as the Board of Directors shall, from time to time, elect. The office of Treasurer and Secretary
may be held by the same person. The
offices of Secretary and Treasurer need not be held by Members of the Board of
Directors.
Section
2. Election of Officers. The officers shall be elected by the
Board of Directors at the first meeting following each annual meeting of the
Members.
Section
3. Term. Each officer of the Association shall be
elected annually by the Board and each shall hold office for one (1) year unless
he or she shall sooner resign, or shall be removed, or otherwise disqualified to
serve.
Section
4. 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.
Section
5. Resignation and Removal. Any officer may be removed from office
with or without cause by the Board.
Any officer may resign at any time 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, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
Section
6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy shall serve for
the remainder of the term of the officer he or she
replaces.
Section
7. Duties. The duties of the officers are as
follows:
(a) The President shall preside at all
meetings of the Board of Directors; shall see that orders and resolutions of the
Board are carried out; shall sign all leases, mortgages, deeds and other written
instruments and shall, unless otherwise directed by the Board, co-sign all
checks and promissory notes.
Further, he or she shall have all of the general powers and duties which
are usually vested in the office of president of an association, including but
not limited to the power to appoint committees from among the Owners from time
to time as he or she may, in his or her discretion, decide is appropriate to
assist in the conduct of the affairs of the Association or as may be established
by the Board or by the Members of the Association at any regular or special
meetings.
(b) The Vice-President shall act in the
place and stead of the President in the event, of his or her absence, inability
or refusal to act, and shall exercise and discharge such other duties as may be
required of him or her by the Board.
(c) The Secretary shall record the vote and
keep the minutes of all meetings and proceedings of the Board and of the
Members; keep the corporate seal of the Association and affix it on all papers
requiring said seal; serve notice of any meetings of the Board and of the
Members; keep appropriate current records showing the Members of the Association
together with their addresses, and shall perform such other duties as required
by the Board.
(d) The Treasurer shall receive and deposit
in appropriate bank accounts all monies of the Association and shall disburse
such funds as directed by resolution of the Board of Directors; shall, unless
otherwise directed by the Board, co-sign all checks and promissory notes of the
Association; keep proper books of account; cause an annual review of the
Association books to be made by an accountant at the completion of each fiscal
year; and shall prepare an annual budget and a statement of income and
expenditures to be presented to the membership at its regular annual meeting,
and deliver a copy of each to the Members.
In the event a Managing Agent has the responsibility of collecting and
disbursing funds, the Treasurer shall review the accounts of the Managing Agent
not less often than once each calendar quarter.
Contracts or
other commitments made by the Board of Directors or officers shall be made as
agent for the Association, and they shall have no personal responsibility on any
such contract or commitment.
The Board of
Directors shall appoint a Nominating Committee, as provided in these Bylaws, and
may appoint other committees, including an Architectural Control Committee
as described in the Declarations, as deemed appropriate in carrying out its
purpose.
The
Association shall make available to Owners and Mortgagees, current copies of the
Declaration, Bylaws, other rules concerning the Subdivision, and the books,
records and financial statements of the Association. "Available" means available for
inspection, upon request, during normal business hours or under other reasonable
circumstances. The holders of
fifty-one percent (51%) or more of First Mortgagees shall be entitled to have an
audited financial statement prepared at their expense if one is not otherwise
available; said financial statement shall be furnished within a reasonable time
following such request.
As more fully
provided in the Declaration, each Member is obligated to pay to the Association
annual and special assessments which are secured by a continuing lien upon the
property against which the assessment is made. Any assessments which are not paid when
due shall be delinquent. If any
assessment is not paid when due, the Association may impose an administrative
fee/late charge as set forth in the Association's rules and regulations. If any assessment is not paid within
thirty (30) days after the due date, the assessment shall bear interest from the
date of delinquency at the rate of eighteen percent (18%) per annum, and the
Association may bring an action at law against the Owner personally obligated to
pay the same, and/or may foreclose the lien against the property, and in the
event a judgment is obtained, such judgment shall include interest on the
assessment as above provided, and a reasonable attorney's fee to be fixed by the
court, together with the expenses and costs of the action. No Owner may waive or otherwise
escape liability for the assessments provided for herein by nonuse of
Association services or facilities or abandonment of his or her
Lot.
The
Association may have a seal in circular form having within its circumference the
words: PINON GLEN HOMEOWNERS
ASSOCIATION, INC.
Section
l. These Bylaws may be amended, at a
regular or special Meeting of the Members, with a quorum present, by a vote of
two-thirds (2/3) of the Members present in person or by proxy, except that any
amendments shall require the prior written approval of the Federal Housing
Administration or the Veterans Administration so long as there is Declarant Control. The Declarant reserves the right, until
the Declarant's Control is terminated, but without the vote of the Owners or
Mortgagees, to make amendments to these Bylaws as may be approved in writing by
Federal National Mortgage Association, Federal Home Loan Mortgage Corporation,
Federal Housing Administration or Veterans Administration so as to induce any of
such organizations to make, purchase, sell, issue, or guarantee First Mortgages
in the Project.
Section
2. In the case of any conflict between the
Articles of Incorporation and these Bylaws, the Articles shall control; and in
the case of any conflict between the Declaration and these Bylaws, the
Declaration shall control.
Unless the
Board otherwise determines, 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.
IN WITNESS
WHEREOF, we, being all of the Directors of the PINON GLEN HOMEOWNERS
ASSOCIATION, INC., have hereunto set our hands this 17th day
of July, 1997.
I, the
undersigned, do hereby certify:
THAT I am the
duly elected and acting secretary of the PINON GLEN HOMEOWNERS ASSOCIATION,
INC., a Colorado Non-Profit Corporation, and
THAT the
foregoing Bylaws constitute the original Bylaws of said Corporation, as duly
adopted at a meeting of the Board of Directors thereof, held on the _____ day of
_________, 1997.
IN WITNESS
WHEREOF, I have hereunto subscribed my name and affixed the seal of said
Association this 17th day of July, 1997.
