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BYLAWS

OF
THE HOMEOWNERS ASSOCIATION

AT

CORYELL RANCH

September 14,1999

.
BYLAWS
OF
THE HOMEOWNERS ASSOCIATION AT CORYELL RANCH
Table of Contents
Page

 

 

 

 

I. GENERAL ...................................................................................................1

1.1 Purpose of Bylaws ........................................................................... 1

1.2 Terms Defined in the Declaration .......................................................1

1.3 Controlling Laws and Instruments ......................................................1

2. OFFICES .....................................................................................................1

2.1 Principal Office ..................................................................................1

2.2 Registered Office and Agent ..............................................................1

3. MEMBERS

3.1 Members ..........................................................................................2

3.2 Memberships Appurtenant to Lots .....................................................2

3.3 Voting Rights of Members .................................................................2

3.4 Voting by Joint Owners .....................................................................2

3.5 Resolution by Voting Disputes ...........................................................2

3.6 Suspension ofVoting Rights ...............................................................2

3.7 Determination of Member Voting Percentllge .....................................2

3.8 Transfer of Memberships on Association Books ................................3

4. MEETINGS OF MEMBERS ...................................................................3

4.1 Place of Members' Meetings .............................................................3

4.2 Annual Meetings ofMembers .............................................................3

4.3 Special Meetings ofMembers .............................................................3

4.4 Record Date ......................................................................................3

4.5 Notice of Members' Meetings ............................................................3

4.6 Proxies ..............................................................................................4

4.7 Quorum at Members' Meetings ..........................................................4

4.8 Adjournments of Members' Meetings .................................................4

4.9 Vote Required at Members' Meetings ................................................5

4.10 Order of Business ............................................................................5

4. I 1 Chairman of Meetings .....................................................................5

4.12 Expenses ofMeetings ........................................................................5

4.13 Waiver ofNotice ..............................................................................5

4.14 Action ofMembers Without a Meeting ..............................................5

5. BOARD OF DIRECTORS ............................................................................5

5.1 General Powers and Duties of Board ..................................................5

5.2 Special Powers and Duties ofBoard ....................................................5

5.3 Qualifications of Directors ...................................................................7

5.4 Number of Directors ...........................................................................7

5.5 Appointment, Election and Term of Office ...........................................7

5.6 Removal of Directors .......................................................................... 9

5.7 Resignation of Directors ...................................................................... 9

5.8 Vacancies in Directors .........................................................................9

5.9 Executive Committee .......................................................................... 9

5.10 Other Committees ofAssociation ......................................................10

5.11 General Provisions Applicable to Committees ...................................10

5.12 Maintenance ofFidelity Insurance ......................................................10

6. MEETINGS OF DIRECTORS ................................................................. 10

6.1 Place ofDirectors' Meetings ............................................................... 10

6.2 AmruaI Meeting ofDirectors .............................................................. 10

6.3 Other Regular Meetings of Directors .................................................. 11

6.4 Special Meetings of Directors .............................................................11

6.5 Notice of Directors' Meetings ............................................................ 11

6.6 Proxies ...............................................................................................11

6.7 Quorum of Directors .......................................................................... 11

6.8 Adjournment of Directors' Meetings ................................................... 11

6.9 Vote Required at Directors' Meetings ................................................ 12

6.10 Order ofBusiness ............................................................................ 12

6.11 Officers at Meetings ........................................................................ 12

6.12 Waiver ofNotice ............................................................................. 12

6.13 Action ofDirectors Without a Meeting ............................................. 12

7. OFFICERS ................................................................................................. 12

7.1 Officers, Employees and Agents ....................................................... 12

7.2 Appointment and Term ofOffice ofOfficers ....................................... 12

7.3 Removal of Officers ......................................................................... 13

7.4 Resignation of Officers ..................................................................... 13

7.5 Vacancies in Officers ....................................................................... 13

7.6 President ......................................................................................... 13

7.7 Vice President ................................................................................. 13

7.8 Secretary ........................................................................................ 13

7.9 Treasurer ........................................................................................ 13

8. INDEMNIFICATION OF OFFICIALS AND AGENTS ...................... 14

8.1 Certain DefInitions .......................................................................... 14

8.2 Right ofIndemnification ................................................................... 14

8.3 indemnifIcation Prohibited .............................................................. 14

8.4 Prior Authorization Required .......................................................... 15

8.5 Success on Merits or Otherwise ..................................................... I5

8.6 Advancement ofExpenses .............................................................. 15

8.7 Payment Procedures ...................................................................... 15

8.8 Notification to Members ................................................................ 15

8.9 Authority to Insure ......................................................................... 16

8.10 Right to Impose Conditions to Indemnification .............................. 16

8.11 Other Rights and Remedies .......................................................... 16

 

.
BYLAWS
OF
THE HOMEOWNERS ASSOCIATION AT CORYELL RANCH

GENERAL.

1.1 Purpose of Bylaws. These bylaws are adopted for the regulation and management
of the affairs of The Homeowners Association at Coryell Ranch ("Association"). The
Association has been organized as a Colorado corporation under the Colorado Nonprofit
Corporation Act and constitutes the Association under the Declaration of Covenants, Conditions
and Restrictions for Coryell Ranch ("Declaration"). The Declaration has been or will be
executed by Coryell Ranch Company, L.L.C., a Colorado limited liability company
("Declarant"). The Declaration relates to real property in the County of Garfield, Colorado,
which become subject to the Declaration ("Community Area").

1.2 Terms Defined in the Declaration. Terms used in these Bylaws which are defined
in the Declaration shall have the same meaning and definition as in the Declaration.

1.3 Controlling Laws and Instruments. These Bylaws are controlled by and shall
always be consistent with the provisions of the Colorado Nonprofit Corporation Act, the
Colorado Common Interest Ownership Act, the Declaration and the Articles of Incorporation of
the Association filed with the Secretary of State of Colorado, as any of the foregoing may be
. amended from time to time.

2. OFFICES.

2.1 Principal Office. The Board of Directors, in its discretion, may fix and may
change, from time to time, the location of the principal office of the Association provided that,
until such time as suitable quarters can reasonably be obtained within the Community Area, the
principal office of the corporation shall be located at Balcomb & Green, P.C., 818 Colorado
Avenue, Glenwood Springs, Colorado 81602.

2.2 Registered Office and Agent. The Colorado Nonprofit Corporation Act requires
that the Association have and continuously maintain in the State of Colorado a registered office
and a registered agent whose business office is identical with such registered office. The
registered office need not be the same as the principal office of the Association. The inigal
registered office and the initial registered agent are specified in the Articles of Incorporation of
the Association but may be changed by the Association at any time, without amendment to the
Articles of Incorporation, by filing a statement as specified by law in the Office ofthe Secretary
of State of Colorado.

.
3. MEMBERS.

3.1 Members. A "Member". as defined in the Declaration, is a Person, or ifmore than
one, all Persons collectively, who constitutes the Owner ofa Lot.
32 Memberships Appurtenant to Lots. Each Membership shall be appurtenant to the
fee simple title to a Lot. The Person or Persons who constitute the Owner offee simple title to a
Lot shall automatically be the holder of the Membership appurtenant to that Lot and the
Membership shall automaticallypass with fee simple title to the Lot:

3.3 Voting Rights ofMembers. Each Member shall have the right to cast one vote fur
each Lot owned by such Member.

3.4 Voting bv Joint Owners. If there is more than one person who constitutes the
Owner ofa Lot, each such PetSOII shall be entitled to attend any meeting of Membels, but the
voting power attributable to the Lot shall not be increased. In all cases in which more than one
Person constitutes the Owner ofa Lot, including instances in which a Lot is owned by a husband
and wife, then, unless written notice to the contrary, signed by anyone ofsuch Persons, is given
to the Board ofDirectors ofthe Association prior to the meeting, only one such Person shall be
entitled to cast, in person or by proxy, the vote attributable to the Lot. If, however, more than
one Person constituting such Owner attends a meeting in person or by proxy, then such Persons
shall designate one Person to vote on behalfofsuch Owner, and the vote ofsuch person sbaIl be
the vote attributable to such Lot.

3.5 Resolution ofVoting Disputes. In the event ofany dispute as to the entitlement of
any Member to vote or as to the results of any vote of Members, the Board of Directors of the
Association shall act as arbitrators and the decision of a disinterested majority of the Board of
Directors shall, when rendered in writing, be final and binding as an arbitration award and may
be acted upon in accmdance with the Colorado Uniform Arbitration Act of 1975, as the same
may be amended; provided, however, that the Board of Directors shall have no authority or
jurisdiction to determine matters relating to the entitlement ofDeclarant to vote or relating to the
manner of exercise by Declarant of its voting rights. No dispute as to the entitlement of any
Member to vote shall postpone or delay any vote for which a meeting ofMembers has been duly
called pursuant to the provisions ofthese Bylaws and a quonnn is present.

3.6 Suspension of Voting Rights.. The Board of Directors may suspend, after Notice
and Hearing, the voting rights ofa Member during any period ofbreachby such Member ot:~y
provision of the Declaration or ofany Rule or Regulation adopted by the Association including,
but not limited to, the fuilure to pay any assessment pursuant to the Declaration and for a period
of up to ten (10) days following the cure of any such breach by such Member; provided,
however, such Notice and Hearing shall not be required where a Member has failed to pay any
assessment levied in accordance with the provisions ofthe Declaration.

3.7 Determination of Member Voting Percentage. Notwithstanding anything to the
contrarY contained herein, only Members whose voting rights are in good standing (e.g., voting
rights which have not been suspended as provided herein) shall be entitled to vote on Association
matters. In accordance therewith, any and all provisions contained herein requiring the approval
of a requisite percentage of Members of the Association shall be deemed satisfied when the
requisite percentage ofMembers entitled to vote has been met.

3.8 Transfer of Memberships on Association Books. Transfers of Memberships shall
be made on the books of the Association only upon presentation of evidence, satisfactory to the
Association, of the transfer of ownership of the Lot to which the Membership is appurtenant.
Prior to presentation of such evidence, the Association may treat the previous owner of the
Membership as the owner of the Membership entitled to all rights in connection therewith,
including the rights to vote and to receive notice.

4. MEETINGS OF MEMBERS.

4.1 Place of Members' Meetings. Meetings of Members shall be held at the principal
office of the Association or at such other place, within or convenient to the Community Area, as
may be fixed by the Board ofDirectors and specified in the notice ofthe meeting.

4.2 Annual Meetings of Members. Annual meetings of the Members shall be held in
December ofeach year beginning in 2000 on such day and at such time of day as is fixed by the
Board of Directors and specified in the notice of meeting. The annual meetings shall be held to
transact such business as may properly come before the meeting.

4.3 Special Meetings of Members. Special meetings of the Members may be called
by the Board of Directors of the Association or by Members holding not less than twenty (20%)
percent of the total votes of all Members entitled to vote. No business shall be transacted at a
special meeting ofmembers except as indicated in the notice thereof

4.4 Record Date. For the purpose ofdetermining Members entitled to notice of, or to
vote at, any meeting of Members or in order to make a determination of such Members for any
other proper purpose, the Board of Directors ofthe Association may fix, in advance, a date as the
record date for any such determination of Members. The record date shall be not more than fifty
(50) days prior to the meeting ofMembers or the event requiring a determination of Members.

4.5 Notice of Members' Meetings. Written notice stating the place, day and hour of
any meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the direction of the President or the
Secretary of the Association or the officers or persons calling the meeting. to each Meniber
entitled to vote at such meeting. The notice ofan annual meeting shall identify any matter which
it is known may come before the meeting including, but not limited to, 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 Board of Directors. The notice of a special meeting shall
state the purpose or purposes for which the meeting is called. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the Member at his
address as it appears on the records of the Association, with postage thereon prepaid. Such
notice may be posted in a conspicuous place in the Community Area, such as on a notice board
outside the principal office ofthe Association, and such notice shall be deemed to be delivered to
any Member upon such posting if such Member has not furnished an address for mailing of
notice to the Association.

4.6 Proxies. A Member entitled to vote may vote in person or by proxy executed in
writing by the Member or his duly authorized attorney-in-fact and filed with the Chairman of the
meeting prior to the time the proxy is exercised. Any proxy may be revocable by attendance ofa
member in person at a meeting or by revocation in writing filed with the Chairman of the
meeting prior to the time the proxy is exercised. A proxy shall automaticallY cease upon the
conveyance by a Member of the Lot of the Member and the traosrer of the Membership on the
books of the Association. No proxy shall be valid: (a) sixty (60) days after the date of its
execution unless otherwise provided in the proxy; and in any event, for no more than eleven (11)
months after the date of its execution; (b) the proxy contains the signature of all Members
eutitled to vote such interest; and (c) the proxy states the specific purpose and the specific
meeting for which it was granted. Any form of proxy furnished or solicited by the Association
and any form of written ballot furnished by the Association shall afford an opportunity thereon
fur Members to specify a choice between approval and disapproval of each matter or group of
related matters which is known at the time the fonn of proxy or written ballot is prepared, may
come before the meeting and shall provide, sect to reasonably specified conditions, that if a
Member specifies a choice with respect to any such matter, the vote shall be cast in accordance
therewith.

4.7 Quorum at Members' Meetings. Except as may be otherwise provided in the
Declaration, the Articles of Incorporation or these Bylaws, and except as hereinafter provided
with respect to the calling of another meeting, the presence, in person or by proxy, of Members
entitled to cast at least ten (looA,) percent of the votes of all Members entitled to vote shall
constitute a quorum at any meeting ofsuch Members. Members present in person or by proxy at
a duly organized meeting may continue to transact business until adjournment, notwithstanding
the withdrawal· of Members so as to leave less than a quorum. If the required quorum is not
present in person or by proxy at any such meeting of Members, another meeting may be called,
subject to the notice requirements hereinabove specified, and the presence, in person or by proxy,
of Members entitled to cast at least five (5%) percent of the votes of all Members, shall, except
as may be otherwise provided in the Declaration, the Articles of Incorporation or these Bylaws,
constitute a quorum at such meeting.

4.8 Adjournments of Members' Meetings. Members present in person or by proxy at
any meeting may adjourn the meeting from time to time, whether or not a quorum shall be
present in person or by proxy, without notice other than announcement at the meeting, for a total
period or periods of not to exceed thirty (30) days after the date set for the original meeting. At
any adjourned meeting which is held without notice other than announcement at the meeting, the
quorum requirement shall not be reduced or changed, bnt ifthe originally required quorum is
present in person or by proxy, any business may be transacted which might have been transacted
at the meeting as originally called.

4.9 Vote Required at Members' Meetings. At any meeting, ifa quorum is present, a
majority of the votes present in person or by proxy and entitled to be cast on a matter shall be
necessary for the adoption of the matter, unless a greater proportion is required by law, the
Declaration, the Articles ofIncorporation Of these Bylaws.

4.1 0 Order of Business. The order of business at any meeting of Members shall be as
follows: (a) roll call to determine the voting power represented at the meeting; (b) proof ofnotice
of meeting or waiver of notice; (c) reading of minutes of preceding meeting; and (d) conducting
ofthe business for which the meeting was called.

4.11 Chairman of Meetings. At any meeting, the Members present shall select a
Chairman and Secretary ofthe meeting.

4.12 Expenses of Meetings. The Association shall bear the expenses of all annual
meetings ofMembers and of special meetings of Members.

4.13 Waiver of Notice. A waiver of notice of any meeting of Members, signed by a
member, whether before or after the meeting, shall be equivalent to the giving of notice of the
meeting to such Member. Attendance of a Member at a meeting, either in person or by proxy,
shall constitute waive of notice of such meeting except when the Member attends for the express
purpose of objecting to the transaction of business because the meeting is not lawfully called or
convened.

4.14 Action of Members Without a Meeting. Any action required to be taken or which
may be taken at a meeting of members may be taken without a meeting if a consent, in writing,
setting forth the action so taken, shall be signed by all of the Members entitled to vote with
respect to the subject matter thereof.

5. BOARD OF DIRECTORS.

5.1 General Powers and Duties of Board. The Board of Directors shall have the duty
to manage and supervise the affairs of the Association and shall have all powers necessary or
desirable to permit it to do so. Without limiting the generality of the foregoing, the Board of
Directors shall have the power to exercise or cause to be exercised for the Association, all of the
powers, rights and authority of the Association, not reserved to Members, and provided in the
Declaration, the Articles ofIncorporation, these Bylaws, the Colorado Nonprofit Corporation Act
or the Colorado Common Interest Ownership Act.

5.2 Special Powers and Duties of Board. Without limiting the foregoing statement or
general powers and duties of the Board of Directors or the powers and duties of the Board of
Directors as set forth in the Declaration, the Board ofDirectors ofthe Association shall be vested
with and responsible for the following specific powers and duties:

5.2.1 Assessments. The duty to fix and levy from time to time as it deems
necessary Common Assessments, Special Assessments, and Reimbursement Assessments upon
the Members ofthe Association as provided in the DecIaration; to determine and fix the due date
for the payment ofsuch Assessments and the date upon which the same shall become delinquent;
and to enforce the payment ofsuch delinquent assessments as provided in the Declaration.

5.2.2 Taxes. The duty to pay all taxes and assessments levied upon the
Association Properties and all taxes and assessments P3¥able by the Association. The Board of
Directors shall also have the power to contest any such taxes or assessments in accordance with
the provisions contained in the Declaration.

5.2.3 Insurance. The duty to contract and pay premiums for fire and casualty
and blanket liability and other insurance in accordance with the provisions ofthe DecIaration.

5.2.4 Association Property. The duty and power to contract for and pay bills for
mainlmance, lega.I service, accounting service, gardening, common utilities and other malerials,
supplies and services relating to the Association Properties, and to employ personnel necessary
for the care and opetation of the Association Properties and to contract and pay for necessary
Improvements on the Association Properties.

5.2.5 Agents and Employees. The power to select, appoint, and remove all
officers, agents, and employees of the Association and to prescribe such powers and duties for
them as may be consistent with law, with the Articles of Incorporation, the DecIaration and these
Bylaws; and to fix their compensation and to require from them security for faithful service as
deemed advisable by the Board.

5.26 Borrowing. The power to borrow money and. with the approval of
Members representing at least sixty-seven (67%) percent of the Owners entitled to vote
(exclusive ofthe Declarant), to encumber Association Properties as security for such borrowing.
Notwithstanding the furegoing, the Association, to the extent pennitted by law, shall have the
power to borrow money and to pledge existing and future receivables as security for such
borrowing without the approval ofthe Members.

5.2.7 Enforcement. The power to enforce the provisions ofthe Declaration, the
Rules and Regulations, these Bylaws or other agreements ofthe Association.

5.2.& Delegation of Powers. The power to delegate its powers according to law.

5.2.9 Easements. The power to grant easements where necessary for utilities
and other fucilities over the Association Properties to serve the Community Area as set fortii in
the Declaration and to grant and convey such other easements as the Board of Directors deems
prudent including, but not limited to, easements which benefit property located outside the
Community Area.

5.2.10 Rules and Regulations. The power to adopt such Rules and Regulations as
the Board may deem necessruy for the management of the Community Area. Such Rules and
Regulations may concern, without limitation, use of the Association Properties, signs, parking
restrictions; commence collection and disposal of refuse; minimum standards of property
maintenance consistent with the Declaration and the provisions of the Design Review
Committee; and any other matters within the jurisdiction of the Association as provided in the
Declaration; provided, however, that such Rules and Regulations shall be enforceable only to the
extent that they are consistent with the Declaration, the Articles and these Bylaws.

5.2.11 Annexations. The power to annex additional real property to the
Community Area as more fully provided in the Declaration.

5.3 Qualifications of Directors. A Director may be any natural person and need not be
an Owner of a Lot within the Community Area; provided, however, that upon the expiration of
the Declarant's Control Period, at least a majority of the Directors shall be Owners, other than
Declarant, or designated representatives of Qwners other than Declarant. A Director may be
reelected and there shall be no limit on the number of terms a Director may serve.

5.4 Number of Directors. The number of Directors of the Association shall be tbree
(3). Until the time the Declarant's Control Period terminates as provided in the Declaration, the
provisions ofthis Section 5.4 shall not be ameoded.

5.5 Appointment. Election and Term of Office. Notwithstanding any other provision
contained herein:

5.5.1 Prior to the time Members, other than Declarant, own twenty-five percent
(25%) of the Lots, all Directors shall be appointees of Declarant. All Directors appointed by
Declarant shall be subject to removal at any time and from time to time, by Declarant, in its sole
and absolute discretion.

5.5.2 Within sixty (60) days after the time Members, other than Declarant, own
twenty-five percent (25%) of the Lots which may be created within the Community Area or
whenever Declarant earlier determines, in its sole and absolute discretion, the Association shall
call a special meeting at which Members other than Declarant shall elect one (I) of the Directors.
The remaining two (2) Directors shall be appointed by Declarant. The director elected by the
Members other than Declarant shall not be subject to removal by Declarant acting alone and shall
be elected for a term of two (2) years or until the happening of the event described in
subparagraph 5.5.3 below, whichever is shorter. If such Director's term expires or such Director
is removed prior to the happening of the event described in subparagraph 5.5.3 below, a
successor shall be elected by the Members other than Declarant for a like term.

5.5.3 Within thirty (30) days after the time the Declarant's Control Period
terminates as provided in the Declaration, the Association shall call a special meeting at which
time the Members, including Declarant, ifDeclarant is the owner of any Lots, shall elect all three
(3) Directors. The Directors elected by the Members, including Declarant, shall serve until the
first annual meeting following the termination of the Declarant Control Period. If such annual
meeting occurs within thirty (30) days after termination of the Declarant Control Period, this
subparagraph shall not apply and Directors shall be elected in accordance with subparagraph

5.5.5 below.
5.5.4 Within sixty (60) days after the Owners elect a majority of the Board of
Directors,
Declarant shall deliver to the Association all property of the Owners and of the
Association held by or controlled by Declarant, including without limitation the following items:

5.5.4.1 The original, or a certified copy of, the Recorded
Declaration as amended,
the Association's Articles of IncOIpOratiOn, Bylaws, minute
books, and other books and records, and any rules and regulations which may have been
promulgated;

5.5.4.2 An accounting for Association funds and financial
statements
, from the date the Association received funds and ending on the date the
DecJarant's Control Period is terminated. The financial statements shall be audited by an
independent certified public accountant and shall be accompanied by the accountant's
letter, expressing either the opinion that the financial statements present fairly the
financial position of the Association in conformity with generally accepted accounting
principles or a disclaimer of the accountant's ability to attest to the fairness of the
presentation of the financial information in conformity with generally accepted
accounting principles and the reasons therefor. The expense ofthe final audit shall not be
paid for or charged to the Assocation;

5.5.4.3 The Association funds Of control thereof;

5.5.4.4 All the Declarant's tangible personal property that has been
represented in a financial statement by Declarant to be the property ofthe Association and
all of Declarant's tangible personal property that is necessary for, and has been used
exclusively in, the operation and enjoyment ofthe Association Properties;

5.5.4.5 A copy of any plans and specifications used in the
construction of the Improvements in the Community Area which are completed within
two (2) years before the Declaration was recorded;

5.5.4.6 All insurance policies then in force, in which the owners,
the Association, or its Directors and Officers are named as insured persons;
5.5.4.7 Copies of any certificates ofoccupancy that may have been
issued with respect to 8J:rj Improvements comprising the Association Properties;

5.5.4.8 Any other permits issned by governmental bodies
applicable to the Community Area and which are currently in force or which were issued
within one (1) year prior to the date on which Owners, other than Declarant, took control
ofthe Association;

5.5.4.9 Written warranties of any contractor, subcontractors,
suppliers, and manufacturers that are still effective;

5.5.4.10 A roster of Owners and Mortgagees and their addresses and
telephone numbers, ifknown, as shown on Declarant's records;

5.5.4.11 Employment contracts in which the Association IS a
contracting party; and

5.5.4.12 Any service contract in which the Association is a
contracting party
or any other contract in which the Association or the Owners have any
obligation to pay a fee to the persons performing the services.

5.5.5 At the first annual meeting ofthe membership, after the termination of the
Declarant's Control Period, the three (3) Directors shall be elected as follows: Directors shall be
elected by the Members, including Declarant, if Declarant is the owner of any Lot in the
Community Area. Two (2) Directors shall be elected for a term of two (2) years, and one (1)
Direcror shall be clec.ted for a term ofone (l} year. At the expiration of the initial term of office
ofeach member ofthe Board of Directors and at each annual meeting thereafter, a successor shall
be elected to serve for a term oftwo (2) years.

5.6 Removal of Directors. Except as set forth in Section 5.5, at any meeting of
Members, the notice of which indicates such purpose, any Director may be removed, with or
without cause, by vote of two-thirds (2/3rds) of the Members of the Association entitled to vote
and a successor may be then and there elected to fill the vacancy thus created.

5.7 Resignation of Directors. Any Director may resign at any time by giving written
notice to the President, to the Secretary or to the Board of Directors stating the effective date of
such resignation. Acceptance of such resignation shall not be necessary to make the resignation
effective.

5.8 Vacancies in Directors. Any vacancy occurring in the Board of Directors shall,
unless filled in accordance with Sections 5.5 and 5.6 or by election at a special meeting of
Members, be filled by the af'finnative vote of a majority of the remaining Directors, though less
than a quorum of the Board of Directors. A Director elected or appointed to fill a vacancy shall
be elected or appointed for the unexpired term of his predecessor in office. A Directorship to be
filled by reason of an increase in the number of Directors shall be filled only by vote of the
Members. '.

5.9 Executive Committee. The Board of Directors, by resolution adopted by a
majority of the Directors in office, may designate and appoint an Executive Committee, which
shall consist of two (2) or more Directors and which, unless otherwise provided in such
resolution, shall have and exercise all the authority of the Board of Directors except authority
with respect to the matters specified in the Colorado Nonprofit Corporation Act and the Colorado
Common Interest Ownership Act as matters which such committee may not have and exercise
the authority ofthe Board ofDirectors.

5.10 Other Committees ofAssociation. The Board of Directors, by resolution adopted
by a majority ofthe Directors in office, may designate and appoint one or more other committee~
which may consist ofor include Members who are not Directors. Any such committee shall have
and exercise such authority as shall be specified in the resolution creating such Committee except
such authority as can only be exercised by the Board of Directors.

5.11 General Provisions Applicable to Committees. The designation and appointment
ofany committee and the delegation thereto ofauthority shall not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon it or him by law. The
provisions of these Bylaws with respect to notice of meeting, waiver of notice, quorums,
adjournments, vote· required and action by consent applicable to meetings of Directors shall be
applicable to meetings ofcommittees ofthe Board of Directors.

5.12 Maintannance of Fidelity Insurance. In the event that the Board of Directors
delegates its powers with respect to collection, deposit, transfer, or disbursement of Association
funds to other persons or to a managing agent, as authorized by these Bylaws and the Colorado
Common Interest Ownership Act, then in connection with such delegation of powers, the Board
of Directors shall require:

5.12.1 That the other persons or managing agent maintain fidelity insurance
coverage or a bond in an amount as the Board ofDirectors or Executive Committee requires

5.122 That the other persons or managing agent maintain all funds in accounts of
the Association separate from the funds and accounts ofother associations managed by the other
persons or managing agent and maintain all reserve accounts of each association so managed
separate from operational accounts ofthe Association; and

5.12.3 That an annual accounting for Association funds and a financial statement
be prepared and presented to the Association by the managing agent, a public accountant, or a
certified public accountant.

6. MEETINGS OF DIRECTORS.

6.1 Place of Directors' Meetings. Meetings ofthe Board of Directors shall be held at
the principal office of the Association or at such other place, within or convenient to the
Community Area, as may be fixed by the Board of Directors and specified in the notice of the
meeting.
6.2 Annual Meeting of Directors. Annual meetings ofthe Board of Directors shall be
held on the same date as, or within ten (10) days following, the annual meeting ofMembers. The
business to be conducted at the annual meeting of Directors shall consist of the appointment of
officers of the Association and the transaction of such other business as may properly come
before the meeting. No prior notice of the annual meeting of the Board of Directors shall be
necessary if the meeting is held on the same day and at the same place as the annual meeting of
Members at which the Board of Directors is elected or if the time and place of the annual
meeting ofthe Board ofDirectors is announced at the annual meeting ofsuch Members.

6.3 Other Regular Meetings of Directors. The Board of Directors shall hold regular
meetings at least quarterly and may, by resolution, establish in advance the times and places for
such regular meetings. No prior notice of any regular meetings need be given after establishment
ofthe times and places thereof by such resolution.

6.4 Special Meetings of Directors. Special meetings ofthe Board ofDirectors may be
called by the President or any two members ofthe Board of Directors.

6.5 Notice of Directors' Meetings .. In the case of all meetings of Directors for which
notice is require~ notice stating the place, day and hour ofthe meeting shall be delivered not less
than three (3) nor more than fifty (50) days before the date of the meeting, by mail, facsimile
transmission, electronic mail, telegraph, telephone or personally, by or at the direction of the
persons calling the meeting, to each member of the Board of Directors. If mailed, such notice
shall be deemed to be delivered at 5:00 p.m. on the second business day after it is deposited in
the mail addressed to the Director at his home or business address as either appears on the
records of the Association, with postage thereon prepaid. If telegraphe~ such notice shall be
deemed delivered at 5 :00 p.m. on the next calendar day after it is deposited in a telegraph office
addressed to the Director at either such address, with all charges thereon prepaid. If by
telephone, such notice shall be deemed to be delivered when given by telephone to the Director
or to any person answering the phone who sounds competent and mature at this home or business
phone number as either appears on the records of the Association. Ifby facsimile transmission or
electronic mail, such notice shall be deemed delivered if proof of receipt of such facsimile
transmission or electronic mail can be obtained from the transmitting device. If given personally,
such notice shall be deemed to be delivered upon delivery of a copy of a written notice to, or
upon verbally advising, the Director or some person who appears competent and mature at his
home or business address as either appears on the records of the Association. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of such meeting.

6.6 Proxies. Directors shall be entitled to vote by proxy at any meeting of Directors.

6.7 Quorum of Directors. A majority of the number of Directors fixed in
Bylaws shall constitute a quonun for the transaction of business.

6.8 Adjournment of Director's Meetings. Directors present at any meeting of
Directors may adjourn the meeting from time to time, whether or not a quorum shall be present,
without notice other than an announcement at the meeting, for a total period or periods not to
exceed thirty (30) days after the date set for the original meeting. At any adjourned meeting
which is held without notice other than announcement at the meeting, the quorum requirement
sball not be reduced or changed, but ifthe originally required quorum is present. any business
may be transacted which may have been transacted atthe meeting as originally called.

6.9 Vate Required at Directors' Meeting. At any meeting of Directors, ifa quorum is
present. a majority of the votes present in person and entitled to be cast in a matter shall be
necessary for the adoption of the matter, unless a greater proportion is required by law, the
Declamtion, the Articles ofIncorporation or these Bylaws.

6.10 Order of Business. The order ofbusiness at all meetings of Directors shall be as
follows: (a) roll call; (b) proofofnotice ofmeeting or waiver ofnotice; (c) reading ofminutes of
preceding meeting; (d) reports ofofficers; (e) reports of committees; (f) unfinished business; and
(g) new business.

6.11 Officers at Meetings. The President shall act as cbainnan and the Board of
Directors shall elect a Director to act as secretary at all meetings of Directors.

6.12 Waiver ofNotice. A waiver of notice of any meeting of the Board of Directors,
signed by a Director, whether before or after the meeting. shall be equivalent to the giving of
notice of the meeting to such Director. Attendance of a Director at a meeting in person shall
constitute waiver of notice of such meeting except when the Director attends for the express
purpose of objecting to the transaction ofbusiness becanse the meeting is not lawfully called or
convened.

6.13 Action of Directors Without a Meeting. Any action required to be taken or which
may be taken at a meeting of Directors, may be taken without a meeting ifa consent in writing,
setting forth the action so taken, shall be signed by all ofthe Directors.

7. OFFICERS.

7.1 Officers. Employees and Agents. The officers ofthe Association shall consist ofa
President, one or more Vice Presidents, a Secretary. a Treasurer and such other officers, assistant
officers, employees and agents as may be deemed necessary by the Board of Directors. Officers
other than the President need not be Directors. No person shall simultaneously hold more than
one office except the offices ofSecretary and Treasurer.

7.2 Appointment and Term of Office of Officers. The officers shall be appointed by
the Board of Directors at the annual meeting of the Board of Directors and shall hold office.
subject to the pleasure of the Board of Directors until the annual meeting of the Board" of
Directors or until their successors are appointed, whichever is later, unless the officer resigns. or
is removed earlier.

7.3 Removal of Officers. Any officer, employee or agent may be removed by a
rnajority of the members of the Board of Directors, with or without cause, whenever in the
Board's judgment the best interests ofthe Association will be served thereby. The removal ofan
officer, employee or ageut shall be without prejudice to the contract rights, ifany, ofthe officer,
employee or agent so removed. Election or appointment of an officer, employee or agent shall
not ofitself create contract rights.

7.4 Resignation of Officers. Any officer may resign at any time by giving written
notice to the President, to the Secretary or to the Board ofDirectors ofthe Association stating the
effective date of such resignation. Acceptance of such resignation shall not be necessary to make
the resignation effective.

7.5 Vacancies in Officers. Any vacancy occurring in any position as an officer may
be filled by the Board ofDirectors. An Officer appointed to fill a vacancy shall be appointed for
the unexpired term ofhis predecessor in office.

7.6 President. The President shall be a member of the Board ofDirectors and shall be
the principal executive officer of the Association and, subject to the control of the Board of
Directors, shall direct:, supervise, coordinate and have general control over the affairs of the
Association, and shall have the powers generally attributable to the chief executive officer of a
corporation. The President shall preside at all meetings of the Board of Directors and of
Members ofthe Association.

7.7 Vice President. The Vice President may act in place ofthe President in case ofhis
death, absence or inability to act:, and shall perform such other duties and have such authority as
is from time to time delegated by the Board ofDirectors or by the President.

7.8 Secretary. The Secretary shall be the custodian of the records and the seal of the
Association and shall affix the seal to all documents requiring the same; shall see that all notices
are duly given in accordance with the provisions of these Bylaws and as required by law and that
the books, reports and other documents and records of the Association are properly kept and
filed; shall take or cause to be taken and shall keep minutes of the meetings of Members, of the
Board of Directors and of committees of the Board; shall keep at the principal office of the
Association a record of the names and addresses of the Members; and., in general, shall perform
all duties incident to the office of Secretary and such other duties as may, from time to time, be
assigned to him by the Board of Directors or by the President. The Board may appoint one or
more Assistant Secretaries who may act in place of the Secretary in case ofhis death, absence or
inability to act.

7.9 Treasurer. The Treasurer shall have charge and custody of, and be responsible
for, all funds and securities of the Association; shall deposit all such funds in the name of the
Association in such depositories as shall be designated by the Board of Directors; shall ICeep
correct and complete financial records and books ofaccount and records offinancial transactions
and condition of the Association and shall submit such reports thereof as the Board of Directors
may, from time to time, require; and, in general, shall perform all the duties incident to the office
of Treasurer and such other duties as may from time to time be assigned to him by the Board of
Directors or by the President. The Board may appoint one or more Assistant Treasurers who may
act in place ofthe Treasurer in case of his death, absence or inability to act.

8. INDEMNIFICATION OF OmCIALS AND AGENTS.

8.1 Certain Definitions. A "Corporate Official" shall mean any Director, officer or
Tnounal Member, as hereinafter defined, and any former Director, officer or Tribunal Member of
the Association. A "Corporate Employee" shall mean any employee and any former employee of
the Association. "Expenses" shall mean all costs and expenses, including attorneys' fees,
liabilities, obligations, judgments and any amounts paid in reasonable settlement ofa Proceeding.
"Proceeding" shall mean any claim, action, suit or proceeding, whether threatened, pending or
completed, and shall include appeals.

8.2 Right of Indemnification. The Association shall indemnify any Corporate Official
and any Corporate Employee against any and all Expenses actnally and necessarily incurred by or
imposed upon him to the fullest extent provided by law. The right of indemnification shall not
.extend to any matter as to which such indemnification would not be lawful under the laws ofthe
State ofColorado.

8.2.1 Standards of Conduct. The Association shall indemnitY any Corporate
Official and any Corporate Employee against liability incurred in or as a result ofthe Proceeding
ifthe Corporate Official or Corporate Employee: (i) conducted himself or herself in good faith;
eii) reasonably believed (A) in the case ofa Director acting in his or her official capacity, that his
or her conduct was in the Association's best interests, or (B} in all other cases, that the Corporate
Official's or Corporate Employee's conduct was at least not opposed to the Association's best
interest; and (iii) in the case of any criminal proceeding, the Corporate Official and Corporate
Employee had no reasonable cause to believe his or her conduct was unlawful.

8.2.2 Settlement. The termination of any Proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself
detenninative that the Corporate Official or Corporate Employee did not meet the applicable
standards ofconduct as set forth in subsection 8.2.1.
8.3 Indemnification Prohibited. The right of indemnification shall not extend to
matters as to which the Corporate Official or Corporate Employee: (i) has been adjudged liable
for gross negligence or willful ruisconduct in the perfonnance of the Corporate Official's or
Corporate Employee's duty to the Association; or (n) in connection with any Proceeding charging
improper personal benefit to such Corporate Official or Corporate Employee, in which the party
was adjudged liable on the basis that persona! benefit was improperly received by such Corporate
Official or Corporate Employee (even if the Association was not thereby damaged).
Notwithstanding the foregoing, the Association shall indemnify such Corporate Official or
Corporate Employee ifand to the extent required by the Court conducting the Proceeding, or any
other court of competent jurisdiction to which such Corporate Official or Corporate Employee
has applied, if it is determined by such court, upon application by such Corporate Official or
Corporate Employee, that despite the adjudication of liability in the circumstances in clauses (i)
and (ii) ofthls subsection 8.3 or whether or not the party met the applicable standards ofconduct
set forth in subsection 82.1, and in view ofall relevant circumstances, the Corporate Official or
Corporate Employee is fuirly and reasonably entitled to indemnification for such expenses as the
court deems proper in accordance with the Colorado Nonprofit Corporation Code.

8.4 Prior Authorization Required. Any indemnification under Section 8.2 (unless
ordered by a court or in accordance with Section 8.5 below) shall be made by the Association
only if authorized in the specific case after a determination has been made that the Corporate
Official or Corporate Employee is eligible Jor indemnification in the circumstances because such
Corporate Official or Corporate Employee has met the applicable standards of conduct set forth
in subsection 8.2.1 and after an evaluation has been made as to the reasonableness of the
Expenses. Any such determination, evaluation and authorization shall be made by the Board of
Directors by a majority vote of a quorum of such Board, which quorum shall consist of Directors
not parties to the Proceeding, or by such other person or body as permitted by law.
8.5 Success on Merits or Otherwise. Notwithstanding any other provision of this
Article 8, the Association shall indemnify such Corporate Official or Corporate Employee to the
extent that such party has been successful, on the merits or otherwise, including, without
limitation, dismissal without prejudice or settlement without admission of liability, in defense of
any Proceeding to which the party was a party against Expenses incurred by such party in
connection therewith.

8.6 Advancement of Expenses. The Association shall pay for or reimburse the
Expenses, or a portion thereof; incurred by a party in advance of the [mal disposition of the
Proceeding if: (a) the party furnishes the Association a written affirmation of such party's good
faith belief that he or she has met the standard of conduct described in subsection 8.2.I(i); (b) the
party furnishes the Association a written undertaking, executed personally or on behalf of such
party, to repay the advance if it is ultimately determined that the party did not meet such standard
of conduct; and (c) authorization of payment and a determination that the facts then known to
those making the determination would not preclude indemnification under this Article have been
made in the manner provided in Section 8.4. The undertaking required by clause (b) must be an
. unlimited general obligation of the party, but need not be secured and may be accepted without
reference to financial ability to make repayment.

8.7 Payment Procedures. The Association shall promptly act upon any r~:quest for
indemnification, which request must be in writing and accompanied by the order of court or other
reasonably satisfactory evidence documenting disposition of the Proceeding in the case of
indemnification under Section 8.4 and by the written affirmation and undertaking to repay as
required by Section 8.5 in the case of indemnification under such Section. The right to
indemnification and advances granted by this Article shall be enforceable in any court of
competent jurisdiction ifthe Association denies the claim, in whole or in part, or if no disposition
of such claim is made within ninety (90) days after written request for indemnification is made.
A party's Expenses incurred in connection with successfully establishing such party's right to
indemnification, in whole or in part, in any such Proceeding shall also be paid by the
Association.

8.8 Notification to Members. Any indemnification of or advance of Expenses to a
Director (but not to any other party) in accordance with this Article, ifarising out ofa Proceeding
by or on behalfofthe Association, shall be reported in writing to the Members with or llt:fore the
notice ofthe next meeting ofMembers.

8.9 Authority to Insure. The Association may purchase and maintain liability
insurance on behalf of any Corporate Official or Corporate Employee against any liability
asserted against him and incuned by him as a Corporate Official or Corporate Employee or
arising out ofhis status as such, including liabilities for which a Corporate Official or Corporate
Employee might not be entitled to indemnification hereunder.

8.10 Right to Impose Conditions to Indemnification. The Association shall have the
right to impose, as conditions to any indemnification provided or permitted in this Article, such
reasonable requirements and conditions as may· appear appropriate to the Board of Directors in·
each specific case and circumstances, including, but not limited to, anyone or more of the
following: (a) that any counsel representing the party to be indemnified in connection with the
defense or settlement of any proceeding shall be counsel mutually agreeable to the party and to
the Association; (b) that the Association shall have the right, at its option, to assume and control
the defense or settlement ofany Proceeding made, initiated" or threatened against the party to be
indemnified; and (c) that the Association shall be subrogated, to the exteut ofany payments made
by way ofindemnification, to all ofthe indemnified party's right ofrecovery, and that the party to
be indemnified shall execute all writings and do everything necessary to assure such rights of
subrogation to the Association.

8.11 Other Rights and Remedies. The indemnification provided by this Article shall be
in addition to any other rights which a party may have or hereafter acquire under any law,
provision ofthe Articles oflncorporation, any other or further provision ofthese Bylaws, vote of
the Members or Board ofDirectors, agreement, or otherwise.

8.12 Applicability; Effect. The indemnification provided in this Article shall be
applicable to acts or omissions that occurred prior to the adoption ofthis Article, shllill continue
as to any party entitled to indemnification WIder this Article who has ceased to be a Director,
officer, or employee of the Association. The repeal or amendment of this Article: or of any
Section or provision hereofthat would have the effect oflimiting, qualifYi.ng, or restricting any of
the powers or rights ofindemnification provided or permitted in this Article shall not, solely by
reason ofsuch repeal or amendment, eliminate, restrict, or otherwise affect the right or power of
the Association to indemni1Y any person, or affect any rights ofindemnification of such ~on,
with respect to any acts or omissions that occurred prior to such repeal or amendment. All rights
to indemnification WIder this Article shall be deemed to be provided by a contract between the
Association and each party covered hereby.

8.13 Indemnification of Agents. The Association shall have the right, but shall not be
obligated, to indemnifY any agent ofthe Association not otherwise covered by this Article to the
fullest extent permissible by the laws of Colorado. Unless otherwise provided in any separate
indemnification arrangement, any such indemnification shall be limited to the provisions of
Section 8.3.

8.14 Savings Clause: Limitation. If this Article or any Section or provision hereof
shall be invalidated by any court on any ground, or ifthe Colorado Nonprofit Corporation Act is
amended in such a way as to affect this Article, then the Association shall nevertheless indemnify
each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law
or any applicable provision ofthis Article that shall not have been invalidated.

9. MISCELLANEOUS.

9.1 Amendment of Bylaws. The Board of Directors shall not have the power 10 alter,
amend or repeal these Bylaws or to adopt new Bylaws. The Members, at a meeting called for
that purpose, shall have the sole power to alter, amend or repeal the Bylaws and to adopt new
Bylaws by a majority of votes present at the meeting and entitled to vote hereunder, if a quorum
is present. The Bylaws may contain any provision for the regulation or management of the
affairs of the Association not inconsistent with law, the Declaration or the Articles of
Incorporation. Notwithstanding anything to the contrary contained herein, prior to the
termination of the Declarant's Control Period, these Bylaws shall not be amended without
Declarant's prior written consent and approval.

9.2 Compensation of Officers, Directors and Members. No Director or Officer shall
have the right to receive any compensation from the Association for serving as such Director
except for reimbursement of expenses as may be approved by resolution of disinterested
members ofthe Board ofDirectors.

9.3 Books and Records. The Association shall keep correct and complete books and
records of account and shall keep, at its principal office in Colorado, a record of the names and
addresses of its Members, including Declarant, and copies of the Declaration, the Articles of
Incorporation and these Bylaws which may be purchased by any member at reasonable cost. All
books and records of the Association., including the Articles of Incorporation, Bylaws as
amended and minutes of meetings Members and Directors may be inspected by any Member, or
his agent or attorney, and any First Mortgagee ofa Member for any proper purpose. The right of
inspection shall be subject to any reasonable rules adopted by the Board of Directors requiring
advance notice ofinspection., specifYing hours and days of the week during which inspection will
be permitted and establishing reasonable fees for any copies to be made or furnished.
9.4 Annual Report. The Board of Directors shall cause to be prepared and distributed
10 each Member and to each First Mortgagee who has filed a written request therefor, not later
than ninety (90) days after the close of each fiscal year ofthe Association, an annual report of the
Association containing (a) an income statement reflecting income and expenditures of the
Association for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) a
statement ofchanges in financial position for such fiscal year; and (d) a statement of the place of
the principal office of the Association where the books and records of the Association, including
a list ofnames and addresses of current Members, may be found,

.
9.5 Statement of Account. Upon written request of an Owner of a Lot or any person
with any right, title or interest in a Lot or intending to acquiJe any right, title or interest in a Lot,
the Association shall furnish a written statement of account setting forth the amount of any
unpaid assessments, or other amounts, ifany, due or accrued and then unpaid with respect to the
Lot, the Owner ofthe Lot and the amount ofthe assessments for the current fiscal period ofthe
Association payable with respect to the Lot. Such statement shall be issued within fourteen (14)
business days after receipt of such request by the Association and, with respect to the party to
whom it is issued, shall be conclusive against the Association and all parties, for aU purposes,
that no greater or other amounts were then due or accrued and unpaid and that no other
assessments have then been levied. As provided in the Declaration, a reasonable administrative
charge may be made for providing such statements.

9.6 Biennial Corporate Reports. The Association shall file with the Secretary of State
of Colorado, within the time prescribed by law, biennial Corporate reports on the forms
prescribed and furnished by the Secretary ofState and containing the information required by law
and shall pay the fee for such filing as prescribed by law.

9.7 Fiscal Year. The:fiscal year of the Association shall begin on January 1 and end
the succeeding December 31 except that the first fiscal year shall begin on the date of
incorporation. The:fiscal year may be changed by the Board ofDirectors without amending these
Bylaws.

9.8 Seal. The Board ofDirectors may adopt a seal which shall have inscribed thereon
the name ofthe Association and the woros ·SEAL" and "COLORADO".

9.9 Shares of Stock and Dividends Prohibited. The Association shall not have or
issue shares of stock and no dividend shall be paid and no part of the income or profit of the
Association shall be distributed to its Members, Directors ofOfficers.
Notwithstanding the foregoing paragraph, the Association may issue certificates
evidencing membership therein, may confer benefits upon its Members in confonnity with its
purposes and, upon dissolution or final liquidation, may make distributions as permitted by law,
and no such payment, benefit or distribution shall be deemed to be a dividend or distribution of
income or profit.

9.10 Loans to Directors and Officers Prohibited. No loan shall be made by.the
Association to any Director or officer, and any Director or officer who assents to or participates
in the making ofany such loan shall be liable to the Association for the amount ofsuch loan until
the repayment thereof.

9.11 Limited Liabilitv. As provided in the Articles of Incorporation and Declaration,
the Association, the Board of Directors, the Design Review Committee, Declarant, and any
Member, agent or employee ofany ofthe same, shall not be liable to any Person for any action or
for any failure to act ifthe action taken or failure to act was in good faith and without malice.
 

9.12 Special Rights of First Mortgagees. Any First Mortgagee of a Mortgage
encumbering any Lot in the Community Area, upon filing a written request therefor with the
Association, shall be entitled to (a) receive written notice from the Association of any default by
the Mortgagor of such Lot in the performance of the Mortgagor's obligations under the
Declaration, the Articles ofIncorporation, these Bylaws or Rules and Regulations, which default
is not cured within sixty (60) days after the Association learns of such default; (b) examine the
books and records of the Association during normal business hours; (c) receive a copy of
financial statements of the Association including any annual financial statement within 90 days
following the end of any fiscal year of the Association; (d) receive written notice of all meetings
ofMembers; (e) designate a representative to attend any meeting ofMembers; (f) receive written
notice of abandonment or termination of the Declaration; (g) receive thirty (30) days written
notice prior to the effective date of any proposed, material amendment to the Declaration, the
Articles ofIncorporation or these Bylaws; and (h) receive immediate written notice as soon as the
Association receives notice or otherwise learns of any damage to the Association Properties ifthe
cost of reconstruction exceeds Ten Thousand Dollars ($10,000) and as soon as the Association
receives notice or otherwise learns ofany condemnation or eminent domain proceedings or other
proposed acquisition with respect to any portion ofthe Association Properties.

9.13 Minutes and Presumptions Thereunder. Minutes or any similar record or the
meetings of Members, or of the Board of Directors, when signed by the Secretary or acting
Secretary ofthe meeting, shall be presumed to truthfully evidence the matters set forth therein. A
recitation in any such minutes that notice of the meeting was properly given shall be prima facie
evidence that the notice was given.
9.14 Record of Mortgagees. Under the Declaration, First Mortgagees have certain
special rights. Therefore, any such First Mortgagee or, upon the failure ofsuch First Mortgagee,
any Member who has created or granted a First Mortgage, shall give written notice to the
Association, through its Manager, or through the Secretary in the event there is no Manager,
which notice shall give the name and address of the First Mortgagee and describe the Lot
encumbered by the First Mortgage. The Association shall maintain such information in a book
entitled "Record of First Mortgages on Lots". Any such First Mortgagee or such Member shall
likewise give written notice to the Association at the time of release or discharge of any such
First Mortgage.

9.15 Checks, Drafts and Documents. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or payable tl]. the
Association, shall be signed or endorsed by such person or persons, and in such manner as, from
time to time, shall be determined by resolution ofthe Board ofDirectors.
. 9.16 Execution of Documents. The Board of Directors, except as these Bylaws
otherwise provide, may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name and on behalf of the Association, and such
authority may be general or confined to specific instances; and unless so authorized by the Board
of Directors, no officer. agent or employee shall have any power Or authority to bind the
Association by any contract or engagement or to pledge its credit or to render it liable for any
purpose or in any amount.

10. NOTICE AND HEARING PROCEDURE.

10.1 Association's Enforcement Rights. In the event of an alleged violation by a
Member ("Respondent") of the Declaration, these Bylaws or the Rules and Regulations, the
Board of Directors shall have the right, after Notice and Hearing as hereinafter provided, and
upon an affirmative vote ofaxrugority of all Directors on the Board, to take anyone or more of
the following actions: (a) levy a Reimbursement Assessment as provided in the Declaration; (b)
suspend or condition the right of said Member and anyone claiming through such Member to the
use and enjoyment ofany recreational fucilities operated or maintained by the Association (to the
extent any such Person is otherwise entitled to such use); (c) suspend said Member's voting
privileges as a Member, as provided in the Declaration; provided, however, that the Board shall
be entitled to suspend a Member's voting right withont Notice of Hearing in the event such
Member fuils to pay any assessment levied pursuant to the terms and provisions of the
Declaration; or (d) Record a Notice of Noncompliance against the Lot of the Respondent. Any
such suspension shall be for a period of not more than thirty (30) days for any non-continuing
infraction, but in the case ofa continuing infraction (such as nonpayment ofany Assessment after
the same becomes delinquent) such suspension may be imposed for so long as the violation
continues. The firilure of the Board or the Design Review Committee to enforce the Rules and
Regulations, these Bylaws or the Declaration shall not constitute a waiver ofthe right to enforce
the same thereafter. The remedies set forth above and otherwise provided in the Declaration or
these Bylaws shall be cumulative and none shall be exclusive. However, any individual Member
must exhaust all available internal remedies of the Association prescribed by these Bylaws and
the Rules and Regulations, before that Member may resort to a court oflaw for relief with respect
to any alleged violation by another Member of the Declaration, these Bylaws or the Rules and
Regulations, provided that the foregoing limitation pertaining to exhausting administrative
remedies shall not apply to the Board or to any Member where the complaint alleges nonpayment
of Common Assessments, Special Assessments, or Reimbursement Assessments.

10.2 Written Complaint. A hearing to determine whether enforcement action under the
Declaration or these Bylaws should be taken shall be initiated by the filing of a written
Complaint by any Member or by any officer or member of the Board of Directors or the Design
Review Committee with the President of the Association or other presiding member of the
Board. The Complaint shall contain a written statement of charges which shall set forth in
ordinary and concise language the acts or omissions with which the Respondent is charged J!,I1d a
reference to the specific provisions ofthe Declaration, these Bylaws or the Rules and Regulations
which the Respondent is alleged to have violated.

10.3 Notice of Complaint and Notice of Defense. A copy of the Complaint shall be
delivered to the Respondent in accordance with the notice provisions set forth in the Declaration,
together with a statement which shall be substantially in the following form:
"Unless a written request for a hearing signed by or on behalf of the person named
as Respondent in the accompanying Complaint is delivered or mailed to the Board
of Directors within fifteen (15) days after the Complaint was served upon you, the
Board of Directors may proceed upon the Complaint without a hearing, and you
will have thus waived your right to a hearing. The request for a hearing may be
made by delivering or mailing the enclosed form entitled

"Notice of Defense" to
the Board of Directors at the following address: c/o ___________
_____ Attn: . You may, but need not, be
represented by counsel at any or all stages of these proceedings. Ifyou desire the
names and addresses or witnesses or an opportunity to inspect any relevant
writings or items on file in connection with this matter in the possession, custody
or control ofthe Board of Directors, you may contract ___________"

The Respondent shall be entitled to a hearing on the merits of the matter if the Notice ofDefense
is timely filed with the Board ofDirectors. The Respondent may file a separate statement by way
of litigation, even ifhe does not file a Notice of Defense.

10.4 Tribunal. The President shall appoint a hearing Committee ("Tribunal") of three
natural Persons (the "Tribunal Members") upon receipt of a written Complaint as provided in
Section 10.2 ofthese Bylaws. Members of the Tribunal need not be Members ofthe Association.
In appointing the members ofthe Tribunal, the President should make a good faith effort to avoid
appointing next door neighbors of the Respondent or any Members of the Association who are
essential witnesses to the alleged violation giving rise to the Complaint. The decision of the
President shall be final, except that the Respondent may challenge any member of the Tribunal
for cause, where a fair and impartial hearing cannot be afforded, at any time prior to the taking of
evidence at the hearing. In the event of such a challenge, the Board of Directors shall meet to
determine the sufficiency of the challenge, without the President voting. Ifsuch a challenge is
sustained, the President shall appoint another member to replace the challenged member of the
Tribunal. All decisions of the Board of Directors in this regard shall be final. The Tribunal shall
elect a Chairman and appoint a hearing officer who shall take evidence and ensure that a proper
record of all proceedings is maintained. There shall be no liability imposed upon any member of
the Tnbunal for any loss, damage or injury arising out of or in any way connected with the
performance of the duties of the Tribunal unless due to the willful misconduct of the party to be
held liable.

10.5 Notice of Hearing. The Tribunal shall serve a Notice of Hearing, as provided
herein, on all parties at least ten (10) days prior to the hearing, if such hearing is requested by'the
Respondent. The hearing shall be held no sooner than thirty (30) days after the Complaint is
mailed or delivered to the Respondent as provided in Section 10.3 of these Bylaws. The Notice
of Hearing to the Respondent shall be substantially in the following form but may include other
information:

"You are hereby notified that a hearing will be held before a Tribunal appointed
by the President of The Homeowners Association at Coryell Ranch at "_________-" Colorado , on the __ day of
____'' at the hour of , upon the cbarges made in the
Complaint served upon you. You may be present at the bearing, may but need not
be represented by counsel, present any relevant evidence, and will be given
full opportunity to cross-examine all witnesses testifying against you. You are
entitled to compel the attendance of witnesses and the production of books,
documents or other items by applying to the Board of Directors of the Association."

1 0.6 Hearing.

10.6.1 Oral evidence shall be taken only on oath or affirmation administered by
an officer of the Association. The use of affidavits and written interrogatories in lieu of oral
testimony shall be encouraged by the TribunaL

10.6.2 Each party shall have these rights: to call and examine witnesses; to
introduce exhibits; to cross-examine witnesses on any matter relevant to the issues; to impeach
any witness; and to rebut the evidence against him. Ifrespondent does not testifY in his own
behalf, he may be called and examined as ifunder cross-examination.

10.6.3 The hearing need not be conducted according to technical roles relating to
evidence and witnesses. Any relevant evidence shall be admitted if it is the sort of evidence in
which responsible Persons are accustomed to rely in the conduct ofserious affairs, regardless of
the existence ofany common law or statutory role which might make improper the admission of
such· evidence over objection in civil action. Hearsay evidence may be used fur the purpose of
supplementing or explaining other evidence but shall not be sufficient in itself to support a
finding unless it would be admissible over objection in civil actions. The rules ofprivilege shall
be effective to the extent that they are otherwise required by statute to be recognized at the
hearing, and irrelevant and unduly repetitive evidence shall be excluded.

10.6.4 Neither the accusing Member or the Respondent must be in attendance at
the hearing. The hearing shall be open to atteodance by all Members of the Association to the
extent ofthe pennissible capacity ofthe hearing room.

10.6.5 In rendering a decision, official notice may be taken at any time of any
generally accepted matter within the Declaration, these Bylaws, the RuleS and Regulations, or the
working ofthe Association. Persons present at the bearing shall be infurmed ofthe matters.10 be
noticed by the T nounal, and these matters shall be made a part ofthe record of proceedings.

10.6.6 The Tribunal may grant continuances ona showmg ofgood cause.

10.6.7 Whenever the Tnounal has commenced to hear the matter and a member
ofthe Tribuoal is forced to withdraw prior to a final detennination by the Tribunal, the remaining
members shall continue to hear the case and the hearing offi'<Cf shall replace the withdrawing
member.

10.7 Decision. If the Respondent fails to file a Notice of Defense as provided in
Section 10.3 of these Bylaws, or fails to appear at a hearing, the Tribunal may take action based
upon the evidence presented to it without notice to the Respondent. However, the Respondent
may make any showing by way of miti"aation. The Tribunal will prepare written findings of fact
and recommendations for consideration by the Board of Directors. The Tribunal shall make its
determination only in accordance with these Bylaws. After all testimony and documentary
evidence has been presented by the Tribunal, the Tribunal shall vote by secret written ballot upon
the matter, with a majority of the entire Tribunal controlling. Disciplinary action and levy of a
Reimbursement Assessment under the Declaration, these Bylaws or Rules and the Regulations
shall be imposed only by the Board of Directors and in accordance with the findings and
recommendations of the Tribunal. The Board of Directors may adopt the recommendations of
the Tribunal in their entirety or the Board may reduce the proposed penalty and adopt the balance
of the recommendations. In no event shall the Board impose more stringent enforcement action
than recommended by the Tribunal. The decision of the Board shall be in writing and shall be
served and posted in the same manner as the findings and recommendations ofthe Tribunal. The
decision ofthe Board shall become effective ten (10) days after it is served upon the Respondent,
unless otherwise ordered in writing by the Board of Directors. The Board may order a
reconsideration at any time within fifteen (IS) days following service of its decision on the
involved persons, on its own motion or on petition by any party. However, no action against the
Member arising from the alleged violation shall take effect prior to the expiration of the later of

(a) fifteen (15) days after the member's receipt of the Notice of Hearing; or (b) five (5) days after
the hearing required herein.

CERTIFICATE OF SECRETARY

1, the undersigned, do hereby certify that:

I. I am the duly elected and acting Secretary of The Homeowners Association at
Coryell Ranch, a Colorado non--profit corporation ("Association"); and
2. The foregoing Bylaws, comprising __ pages including the subsequent page,
constitute the Bylaws of the Association duly adopted by Imanimous consent of the Board of
Directors ofthe Association.
IN WITNESS WHEREOF, I have hereunto subscribed my hand and affixed the seal of
the Association this day of ,20__ .

Secretary

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