Lakewood Estates Patio HOA

Bylaws

Jan 28, 2006

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AMENDED AND RESTATED BYLAWS
OF
LAKEWOOD ESTATES PATIO HOMEOWNERS
ASSOCIATION, INC.
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TABLE OF CONTENTS
ARTICLE 1. INTRODUCTION AND PURPOSE ..............................................................................................1
ARTICLE 2. DEFINITIONS............................................................................................................................1
SECTION 2.1 ACT ...............................................................................................................................................1
SECTION 2.2 ASSESSMENT .................................................................................................................................1
SECTION 2.3 ASSOCIATION ................................................................................................................................1
SECTION 2.4 BOARD OR BOARD OF DIRECTORS ..................................................................................................1
SECTION 2.5 COMMON AREA.............................................................................................................................1
SECTION 2.7 COMMON EXPENSES .......................................................................................................................2
SECTION 2.8 COMMUNITY OR LAKEWOOD ESTATES PATIO HOME COMMUNITY.................................................2
SECTION 2.9 DECLARATION ...............................................................................................................................2
SECTION 2.10 GOVERNING DOCUMENTS...............................................................................................................2
SECTION 2.11 LOT................................................................................................................................................2
SECTION 2.12 MEMBER........................................................................................................................................2
SECTION 2.13 OWNER..........................................................................................................................................2
SECTION 2.14 PLAT..............................................................................................................................................2
SECTION 2.14 PROPERTY......................................................................................................................................2
ARTICLE 3. MEMBERSHIP AND VOTING.....................................................................................................2
SECTION 3.1 MEMBERSHIP AND VOTING.............................................................................................................2
SECTION 3.2 SUSPENSION OF MEMBER RIGHTS...................................................................................................2
SECTION 3.3 MEMBER VOTING ...........................................................................................................................3
SECTION 3.4 TRANSFER OF MEMBERSHIP............................................................................................................3
ARTICLE 4. MEETINGS OF MEMBERS..........................................................................................................3
SECTION 4.1 ANNUAL MEETINGS.......................................................................................................................3
SECTION 4.2 SPECIAL MEETINGS ........................................................................................................................4
SECTION 4.3 NOTICE OF MEETINGS.....................................................................................................................4
SECTION 4.4 PLACE OF MEETING ........................................................................................................................4
SECTION 4.5 QUORUM........................................................................................................................................4
SECTION 4.6 ADJOURNED AND RECONVENED MEETINGS....................................................................................5
SECTION 4.7 PROXIES.........................................................................................................................................5
SECTION 4.8 ORDER OF BUSINESS.......................................................................................................................5
SECTION 4.9 WAIVER OF NOTICE........................................................................................................................5
SECTION 4.10 VOTING PROCEDURES.....................................................................................................................6
SECTION 4.11 VOTING BY MAIL OR ELECTRONIC MEANS IN LIEU OF A MEETING ................................................6
SECTION 4. 23 VOTING IN ELECTIONS OF DIRECTORS/OTHER VOTING ..................................................................7
SECTION 4.13 VOTING LIST .................................................................................................................................7
SECTION 4. 45 LIMITATION ON USE OF VOTING LIST AND MEMBERSHIP LIST .......................................................7
ARTICLE 5. BOARD OF DIRECTORS..............................................................................................................8
SECTION 5.1 NUMBER OF DIRECTORS .................................................................................................................8
SECTION 5.2 QUALIFICATIONS OF DIRECTORS ....................................................................................................8
SECTION 5.3 TERM OF OFFICE............................................................................................................................9
SECTION 5.4 RESIGNATION ................................................................................................................................9
SECTION 5.5 REMOVAL OF DIRECTORS ...............................................................................................................9
SECTION 5.6 VACANCIES ...................................................................................................................................9
SECTION 5.7 COMPENSATION...........................................................................................................................10
SECTION 5.8 DIRECTOR CONFLICT OF INTEREST ...............................................................................................10
ARTICLE 6. MEETINGS OF THE BOARD OF DIRECTORS .....................................................................10
SECTION 6.1 LOCATION OF MEETINGS AND OPEN MEETINGS ...........................................................................10
SECTION 6.2 REGULAR MEETINGS ....................................................................................................................10
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SECTION 6.3 SPECIAL MEETINGS ......................................................................................................................10
SECTION 6.4 ANNUAL MEETINGS......................................................................................................................11
SECTION 6.5 NOTICE OF BOARD MEETINGS ......................................................................................................11
SECTION 6.6 WAIVER OF NOTICE......................................................................................................................11
SECTION 6.7 QUORUM; VOTING........................................................................................................................11
SECTION 6.8 DIRECTOR PROXIES ......................................................................................................................12
SECTION 6.9 ACTION WITHOUT A MEETING ......................................................................................................12
ARTICLE 7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS ............................................12
SECTION 7.1 POWERS AND DUTIES....................................................................................................................12
SECTION 7.2 RESPONSIBLE GOVERNANCE POLICIES .........................................................................................13
SECTION 7.3 MANAGING AGENT.......................................................................................................................14
ARTICLE 8. OFFICERS AND DUTIES............................................................................................................14
SECTION 8.1 DESIGNATION AND QUALIFICATION .............................................................................................14
SECTION 8.2 ELECTION AND TERMS OF OFFICE.................................................................................................14
SECTION 8.3 RESIGNATION AND REMOVAL OF OFFICERS..................................................................................14
SECTION 8.4 VACANCIES .................................................................................................................................15
SECTION 8.5 DUTIES OF OFFICERS ....................................................................................................................15
ARTICLE 9. ASSOCIATION DOCUMENTS AND RECORDS.....................................................................15
SECTION 9.1 RECORDS .....................................................................................................................................15
SECTION 9.2 DISCLOSURE OF RECORDS ............................................................................................................16
SECTION 9.3 INSPECTION .................................................................................................................................17
SECTION 9.4 MINUTES .....................................................................................................................................17
ARTICLE 10. INDEMNIFICATION ...............................................................................................................17
SECTION 10.1 OBLIGATION TO INDEMNIFY .........................................................................................................17
SECTION 10.2 DETERMINATION REQUIRED.........................................................................................................18
SECTION 10.3 PAYMENT IN ADVANCE OF FINAL DISPOSITION............................................................................18
SECTION 10.4 NO LIMITATION OF RIGHTS ..........................................................................................................18
SECTION 10.5 DIRECTORS AND OFFICERS INSURANCE........................................................................................18
ARTICLE 11. AMENDMENT ..........................................................................................................................19
SECTION 11.1 AMENDMENT ...............................................................................................................................19
ARTICLE 12. MISCELLANEOUS ..................................................................................................................19
SECTION 12.1 FINANCIAL REVIEW......................................................................................................................19
SECTION 12.2 FISCAL YEAR...............................................................................................................................19
SECTION 12.3 NOTICES ......................................................................................................................................19
SECTION 12.4 CONFLICTS ..................................................................................................................................19
SECTION 12.5 WAIVER.......................................................................................................................................19
SECTION 12.6 INTERPRETATION.........................................................................................................................19
AMENDED AND RESTATED BYLAWS
OF
LAKEWOOD ESTATES PATIO HOMEOWNERS ASSOCIATION, INC.
RECITALS
Lakewood Estates Patio Homeowners Association, a Colorado nonprofit corporation
(?“Association?”), certifies that:
The Association desires to amend and restate its Bylaws currently in effect as follows.
The provisions set forth in these Amended and Restated Bylaws supersede and replace the
existing Bylaws and any amendments.
The Bylaws of the Association are hereby amended by striking in their entirety Articles I through
XVII, inclusive, and by substituting the following:
ARTICLE 1. INTRODUCTION AND PURPOSE
These Amended and Restated Bylaws are adopted for the regulation and management of the
affairs of the Association. The Association has been organized as a Colorado nonprofit corporation under
the Colorado Revised Nonprofit Corporation Act to act as the Association pursuant to the Declaration of
Covenants, Conditions and Restrictions of Lakewood Estates Patio Homes, as may be amended from
time to time (the ?“Declaration?”).
The purposes for which the Association is formed are to operate and govern the community
known as Lakewood Estates Patio Homes; to provide for the administration, maintenance, preservation
and architectural review of the Lots and Common Elements within the Lakewood Estates Patio Homes
Community; and to promote the health, safety, welfare and recreation of the Owners within the
Community.
[This provision has been added.]
ARTICLE 2. DEFINITIONS
In supplement of the definitions provided for in the Declaration, the following terms shall have the
meaning set forth below, unless the context requires otherwise:
Section 2.1 Act shall mean the Colorado Common Interest Ownership Act, C.R.S. ?§ 38-33.3-
101, et seq., as it may be amended.
Section 2.2 Assessment shall include all Common Expense Assessments, and any other
expense levied to Lots pursuant to the Declaration or the Act, including interest, late fees, attorney fees,
fines and costs.
Section 2.3 Association shall mean and refer to the Lakewood Estates Homeowners
Association, Inc. and its successors and assigns.
Section 2.4 Board or Board of Directors shall mean the body designated in the Governing
Documents to act on behalf of the Association.
Section 2.5 Common Area shall mean all real property owned by the Association for the
common use and enjoyment of the Owners, together with all improvements located thereon, but
excluding the Lots. Common Area owned by the Association includes Tracts A, B, C, D, E and F,
Lakewood Estates Filing No. 3, Jefferson County, Colorado.
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Section 2.7 Common Expenses shall mean expenditures made or liabilities incurred by or on
behalf of the Association, together with any allocations to reserves.
Section 2.8 Community or Lakewood Estates Patio Home Community shall mean the
Lakewood Estates Patio Home Community, as further defined by the recorded plat and the Declaration.
Section 2.9 Declaration shall mean and refer to the Lakewood Estates Patio Home
Declaration, as amended, applicable to the Property recorded in the office of the Clerk and Recorder of
Jefferson County, Colorado.
Section 2.10 Governing Documents shall mean the Declaration, the Plat, the Articles of
Incorporation, the Bylaws and Rules and Regulations of the Lakewood Estates Patio Homeowners
Association, Inc. as they may be amended.
Section 2.11 Lot shall mean and refer to any of the Lots shown upon any recorded subdivision
Plat of the Property, together with all appurtenances thereto and improvements now or hereafter located
thereon, with the exception of the Common Area.
Section 2.12 Member shall mean any Owner. The terms ?“Member?” and ?“Owner?” may be used
interchangeably.
Section 2.13 Owner shall mean the owner of record title, whether one or more persons or
entities to any Lot which is a part of the Property, including contract sellers, but excluding those having an
interest merely as security for the performance of an obligation.
Section 2.14 Plat. Plat shall mean the plat of Lakewood Estates Filing No. 3 Subdivision that
has been recorded with the Clerk and Recorder of Jefferson County, State of Colorado, and any
supplemental or amended plats of the Property.
Section 2.15 Property shall mean the property described in or which is subject to the
Declaration together with all easements, rights, and appurtenances thereto and the buildings and
improvements erected or to be erected thereon.
[Note: This definitions section is similar to the definitions set forth in Article II of your
current Bylaws. We have deleted the definition of Declarant, since the Declarant no longer has
any rights or obligations.]
ARTICLE 3. MEMBERSHIP AND VOTING
Section 3.1 Membership and Voting.
Every person who is an Owner shall be a Member of the Association. Membership shall be
appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the
sole qualification for membership. Each Lot shall be allocated one vote.
[This provision has been added. It is consistent with the Declaration]
Section 3.2 Suspension of Member Rights.
During any period in which a Member shall be in default in the payment of any Assessment levied
by the Association, the voting rights of the Member shall be deemed suspended by the Board of
Directors, without notice or hearing, until the Assessment has been paid in full. Voting rights may also be
suspended, after notice and an opportunity for a hearing, for a period not to exceed 60 days or during any
period of violation of any provision of the Governing Documents, whichever is greater.
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[We added this provision to allow the Association to suspend voting rights for covenant violations
for as long as the violation continues.]
Section 3.3 Member Voting.
(a) Each Member eligible to vote may vote in person or by proxy at all Member meetings.
(b) If only one of several Owners of a Lot is present at a Member meeting, the Owner
present is entitled to cast the vote allocated to the Lot.
(c) If more than one of the Owners is present, the vote allocated to the Lot may be cast only
in accordance with the agreement of a majority of those Owners. Majority agreement is
deemed to exist if any one of the Owners casts the vote allocated to the Lot without
protest being made promptly to the person presiding over the meeting by another Owner
of the Lot. If co-Owners disagree or attempt to cast more than one vote, no such votes
shall be counted.
(d) In the absence of express notice to the Board of Directors of the designation of a specific
person to cast a vote, the vote of a partnership may be cast by any general partner of
that partnership, the vote of a limited liability company may be cast by any manager of
that limited liability company, the vote of a corporation may be cast by any officer of that
corporation, and the vote of a trust may be cast by any trustee of that trust.
(e) Votes allocated to Lots owned by the Association, if any, may be cast by the Board of
Directors.
(f) The chair of the meeting may require reasonable evidence that a person voting on behalf
of a partnership, limited liability company, corporation or trust is qualified to vote.
[This provision substantially has been added to clarify how votes are registered if a Lot is owned
by multiple people or by an entity.]
Section 3.4 Transfer of Membership.
Transfer of memberships shall be made on the Association?’s books 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 as
the Member entitled to all rights connected with a membership, including the rights to vote and to receive
notice, without liability.
[This provision has been added.]
ARTICLE 4. MEETINGS OF MEMBERS
Section 4.1 Annual Meetings. An annual meeting of the Members shall be held during each
of the Association?’s fiscal years, at such time, date and place as determined by the Board. At these
meetings, the directors shall be elected by the Members, in accordance with the provisions of the Bylaws.
The Members may transact other business as may properly come before them at these meetings. Failure
to hold an annual meeting shall not affect the validity of any corporate action and shall not be considered
a forfeiture or dissolution of the Association.
[Note: This provision revises and updates Article III, Section 1 of your current Bylaws to allow the
Board more flexibility in conducting annual meetings.]
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Section 4.2 Special Meetings.
Special meetings of the Members may be called by the President, by a majority of the members
of the Board of Directors or by the secretary upon receipt of a written petition signed by Owners
comprising at least 20% of the votes of the Association. Any such written petition by the Owners must
identify the special meeting purpose on each page of the petition which must be a purpose for which the
Association membership is authorized to act under the Governing Documents. The form of notice, and
the date, time and place of the meeting shall be determined by the Board of Directors. If a notice for a
special meeting demanded pursuant to a proper petition is not given by the secretary within 30 days after
the date the written demand(s) is delivered to the secretary, the person(s) signing the demand(s) may set
the time and place of the meeting and give notice, pursuant to the terms of these Bylaws. Any meeting
called under this section shall be conducted by the President of the Board, or in his/her absence, a
person chosen by a majority of the Board.
[This provision is similar to Article III, Section 2 of your current Bylaws, but provides more
guidance about calling meetings requested by Owners. We have revised the Owner request
percentage from ?¼ of the Owners to 20% of the Owners which is consistent with CCIOA.
Section 4.3 Notice of Meetings.
Written notice of each meeting of Members shall be given by, or at the direction of, the secretary
or person authorized to call the meeting, by mailing a copy of the notice, postage prepaid, or by personal
delivery, at least 10 days before, but not more than 50 days before the meeting to each Member entitled
to vote, addressed to the Member?’s address last appearing on the books of the Association, or supplied
by a Member to the Association for the purpose of notice. The notice shall also be physically posted in a
conspicuous place in the Community, if possible. If electronic means are available, notice shall be sent
by e-mail to any Owner who requests such delivery and furnishes the Association with his/her e-mail
address. The notice shall specify the place, day and hour of the meeting and, in the case of a special
meeting, the purpose of the meeting. No matters shall be heard nor action adopted at a special meeting
except as stated or allowed in the notice. Notice of an annual meeting need not include a description of
the purpose(s) except the purpose(s) shall be stated with respect to (a) an amendment or restatement to
the Declaration, Articles of Incorporation or Bylaws of the Association; (b) any proposal to remove an
officer or director from office; (c) any budget changes; or (d) any other purpose for which a statement of
purpose is required by law or the Governing Documents.
[This provision is similar to Article III, Section 3 of your current Bylaws, but has been updated to
comply with recent changes to CCIOA regarding physically posting notice. Also, we have
retained the 15 day minimum notice to 10 days which is consistent with CCIOA and the Nonprofit
Act. If you desire to revise, please let us know.]
Section 4.4 Place of Meeting.
Member meetings shall be held at the principal office of the Association or at such other place as
may be fixed by the Board of Directors and specified in the notice of the meeting.
Section 4.5 Quorum.
The presence of a majority of the Members eligible to vote at the beginning of any meeting, in
person or by proxy, shall constitute a quorum for any action except as otherwise provided in the Articles
of Incorporation, the Declaration, and these Bylaws. Once a quorum is established for a meeting, it shall
conclusively be presumed to exist until the meeting is adjourned and shall not need to be reestablished.
If the required quorum is not present, the Members who are present shall have power to adjourn the
meeting from time to time to a later date, until such time as a quorum shall be present in accordance with
the terms of Section 4.7 below.
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[Note: This provision is similar to Article III, Section 4 of the current Bylaws.]
Section 4.6 Adjourned and Reconvened Meetings.
Any membership meeting may be adjourned, to be reconvened at a later date or time, by vote of
the Owners holding a majority of the vote represented at such meeting, regardless of whether a quorum
is present. Any business that could have been transacted properly at the original session of the meeting
may be transacted at the reconvened session. No additional notice of such reconvened session shall be
required if the original session is adjourned for a period not exceeding 10 days.
[This provision has been added to allow this Association to adjourn a meeting to a new date, even
when a quorum is present.]
Section 4.7 Proxies.
(a) The vote allocated to a Lot may be cast under a proxy duly executed by an Owner.
(b) All proxies shall be in writing and filed with the secretary or designee of the Association at
or prior to the meeting.
(c) If a Lot is owned by more than one person, each Owner of the Lot may vote or register
protest to the casting of the vote by the other Owners of the Lot through a duly executed
proxy. In the event of disagreement between or among co-Owners and an attempt by
two or more of them to cast such vote or votes, such vote or votes shall not be counted.
(d) An Owner may revoke a proxy given under this section by written notice of revocation to
the person presiding over a meeting of the Association.
(e) A proxy is void if it is not dated.
(f) A proxy terminates 11 months after its date, unless it specifies a shorter term or a specific
purpose, or upon sale of the Lot for which the proxy was issued.
(g) A proxy holder may not appoint a substitute proxy holder unless expressly authorized to
do so in the proxy.
(h) Any proxy turned into the Association without designation of a proxy holder shall be
assigned to the Board.
[Note: This provision is an expanded version of the proxies provision set forth in Article III,
Section 5 of your current Bylaws and is consistent with the Colorado Revised Nonprofit Code.]
Section 4.8 Order of Business.
The Board of Directors may establish the order of business and prescribe reasonable rules for the
conduct of all meetings of Members. Failure to strictly follow Robert?’s Rules of Order shall not invalidate
any action taken at a meeting.
[Note: This provision has been added.]
Section 4.9 Waiver of Notice.
Waiver of notice of a membership meeting shall be deemed the equivalent of proper notice. Any
Member may, in writing, waive any notice of any membership meeting, either before or after such
meeting. Attendance at a meeting by a Member, whether in person or represented by proxy, shall be
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deemed waiver by such Member of improper notice of the date, time, and location thereof and of any
specific business being conducted at such meeting, unless such Owner specifically objects to improper
notice at the time the meeting is called to order or the Member objects to improper notice of the specific
business before the business is put to a vote.
[Note: This provision has been added to specify how a Member may waive notice, and the
consequences of not objecting to improper or defective notice.]
Section 4.10 Voting Procedures.
(a) To the extent required by the Act, votes for director positions shall be taken by secret
ballot. Unless otherwise required by the Act, such ballots shall be counted by a
committee of Owners who are not candidates and are not Board members. The results
of the vote shall be reported without reference to Owner?’s names, addresses, or other
identifying information.
(b) Unless a secret ballot is requested in accordance with the Act, voting may be by voice,
by show of hands, by consent, by mail, by electronic means, by proxy, by written ballot,
or as otherwise determined by the Board of Directors prior to the meeting or by a majority
of the Members present at a meeting.
[Note: This provision has been added. SB100 imposes certain requirements for secret ballots.
We have obtained a copy of a bill that the Community Association Institute is likely to have
introduced by a state legislator making certain changes to the SB 100 provisions. Therefore,
while we generally set forth the statutory requirements, we have drafted this section with some
flexibility making reference to the Act.]
Section 4.11 Voting by Mail or Electronic Means in Lieu of a Meeting.
(a) In case of a vote by mail or electronic means in lieu of a meeting, the secretary shall mail
or deliver written notice to all Members at each Member?’s address as it appears in the
records of the Association given for notice purposes. The notice shall include: (i) a
proposed written resolution setting forth a description of the proposed action, (ii) a
statement that Members are entitled to vote by mail or electronic means for or against
such proposal, (iii) a date at least 10 days after the date such notice shall have been
given on or before which all votes must be received at the office of the Association at the
address designated in the notice, and (iv) the number of votes which must be received to
meet the quorum requirement and the percentage of votes received needed to carry the
vote. Voting by mail or electronic means shall be acceptable in all instances in the
Declaration, Articles or these Bylaws requiring the vote of Members at a meeting.
(b) The Association may conduct elections of directors by mail or electronic means, in its
sole discretion, and pursuant to procedures adopted by it; provided however, that any
procedures adopted shall provide for notice to Members of the opportunity to run for a
vacant position and/or nominate any Member of the Association for a vacant position,
subject to the nominated Member?’s consent, and provided that a system is established to
maintain the secrecy of ballots as required by the Act.
[Note: The above provision has been added to give the Association the flexibility to conduct
director elections and to conduct other business by mail, as one method to encourage Member
participation. Voting by mail is permitted under the Colorado Revised Nonprofit Corporation Act.
This process is slightly different than voting by proxies in that no meeting need actually be held if
a vote by mail is used.]
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Section 4.12 Voting in Elections of Directors/Other Voting.
In an election of directors, the candidates receiving the largest number of votes shall be elected.
On all other items, the vote of more than 50% of Members voting at a meeting at which at least a quorum
is present shall constitute a majority and shall be binding upon all Members for all purposes except where
a higher percentage vote is required in the Declaration, these Bylaws, the Articles of Incorporation as
amended, or by law.
[Note: This provision has been added.]
Section 4.13 Voting List.
The Association shall maintain a list of the names and addresses of all Members and the number
of votes each is entitled to vote.
After a record date is fixed for a membership meeting or for determining the Members entitled to
vote by written ballot, the Secretary shall make, at the earlier of 10 days before such meeting or two
business days after notice of the meeting has been given, a complete list of the Members entitled to be
given notice of such meeting or any adjournment thereof. The list shall be arranged in alphabetical order
and shall show the name, address of each Member and number of votes to which each Member is
entitled.
For the period beginning the earlier of 10 days prior to the meeting or two business days after
notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list
shall be kept on file at the office of the Association. Such list shall be available for inspection on written
demand by any Member during regular business hours and during the period available for inspection.
If the list is prepared in connection with a written ballot, the list shall be available for inspection
beginning on the date the first written ballot is delivered and continuing through the time when such
written ballots must be received by the Association in order to be counted.
Any Member may copy the list during regular business hours, at the Member?’s own expense, and
during the period it is available for inspection, provided: (a) the Member has been a Member for at least
three months immediately preceding the demand; (b) the demand is made in good faith and for a purpose
reasonably related to the demanding Member?’s interest; (c) the records are directly connected with the
described purpose, and (d) the Member pays a reasonable charge covering the costs of labor and
material for such copies, not to exceed the estimated cost of production and reproduction.
At all times, the list shall be available for inspection and copying in accordance with these Bylaws
and the Association?’s records inspection policy.
[Note: We have added this provision. State statutes require the Association to prepare and
maintain such a list. CCIOA and the Nonprofit Act contain slightly different requirements with
respect to inspection of the same type of list. We have combined the requirement here.]
Section 4.14 Limitation on Use of Voting List and Membership List.
Unless the Board of Directors gives its prior consent, the Association?’s voting lists and
membership list or any part thereof may not be: (a) obtained or used by any person for any purpose
unrelated to a Member?’s interest as a Member; (b) used to solicit money or property unless such money
or property will be used solely to solicit the votes of the Members in an election by the Association; (c)
used for any commercial purpose; or (d) sold to or purchased by any person.
[Note: This provision has been added and reflects the requirements of the Colorado Revised
Nonprofit Code.]
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ARTICLE 5. BOARD OF DIRECTORS
Section 5.1 Number of Directors.
The affairs of the Association shall be governed by a Board of Directors which shall consist of not
less than three nor more than five members, elected or appointed as provided below (the ?“Board?”). Co-
Owners may not serve on the Board at the same time. The exact number of directors may be changed
by a duly adopted resolution of the Board of Directors; provided, however, staggered terms of directors
shall be preserved. Notwithstanding anything herein, the Board may only eliminate a director?’s position at
the end of the director?’s term if the position is vacant. If as a result of removal or resignation, the total
number of Board members is less than three, the Board will be considered properly constituted until such
vacancies are filled. The number of members of the Board may be increased or decreased by
amendment of these Bylaws.
[Note: This provision revises Article IV, Section 1 of your current Bylaws which provide for three
directors. As we discussed, every nonprofit corporation must have directors and not just officers.
The directors are elected by the membership and the directors elect the officers. This is the same
procedure as set forth in the current Bylaws, but it appears that the Article on the directors
(Article IV of original current Bylaws) was deleted in the proposed new draft Bylaws presented at
the recent Member meeting. The proposed section above sets forth a range of directors to be set
by the Board. Typically there are an odd number of directors to avoid tie votes; however, this is
not a statutory requirement. We understand that the current Board would like to increase the
number of directors to five. Four of the directors will also be officers and the fifth will be an ?“atlarge?”
director. Please note that it is directors with voting authority on the Board, not officers.
Section 5.2 Qualifications of Directors.
(a) Only one Owner per Lot who is eligible to vote, current in payment of Assessments, and
otherwise in good standing, may be elected to, or appointed to fill a vacancy on the
Board.
(b) If any Lot is owned by a partnership, corporation or trust, any officer, partner or trustee of
that entity shall be eligible to serve as a director and shall be deemed to be a Member for
the purposes of these Bylaws.
(c) Any director who is more than 30 days delinquent in payment of any Assessment shall
not be qualified to serve on the Board.
(d) Any director who has unexcused absences from three consecutive Board meetings shall
not be qualified to serve on the Board. An absence will be excused if the absent Board
member notifies the Board President of the planned absence and the reason for the
absence at least three days before the meeting, and a majority of the remaining Board
members approve the absence as being for a valid purpose.
(e) Any director who is in violation of any provision of the Governing Documents of the
Association for more than 30 days shall not be qualified to serve on the Board.
(f) Any director who maintains an adversarial proceeding of any type against the Association
shall not be qualified to serve on the Board.
(g) If a director is not qualified to serve on the Board, the director?’s position shall be deemed
vacant.
[Note: This provision has been added.
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Section 5.3 Term of Office.
The term of office of directors shall be three years or until a successor is elected. At the
expiration of a director?’s term, if a successor cannot be elected for any reason, the existing director shall
continue to hold office and begin serving another term until his or her successor is elected to fill the
remainder of such new term, or he or she resigns. The terms of the directors shall be staggered. To
establish staggered terms, at the first meeting directors are elected after these Bylaws are adopted, two
directors shall be elected for terms of three years and two directors shall be elected for terms of two
years. The two directors receiving the highest number of votes shall be elected to the three year terms.
All successors will be elected for three year terms.
[Note: This provision is similar to the term of office portion of Article IV, Section 2 of the current
Bylaws. We understand that there are three positions expiring in January and an additional
person will be elected to create a five person Board. This section also establishes the staggering.
In the future, either one or two positions will be filled each year.]
Section 5.4 Resignation.
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 the resignation. Acceptance of a resignation shall not
be necessary to make the resignation effective.
[Note: This provision has been added]
Section 5.5 Removal of Directors
(a) One or more directors or the entire Board of Directors may be removed at a Special
Meeting of Members called pursuant to these Bylaws, with or without cause, by vote of a
majority of the Members. Notice of a Special or Annual Meeting of the Members to
remove directors shall set forth that the meeting, or a portion of that meeting, is being
conducted for that purpose and shall be provided to every Member of the Association,
including the directors sought to be removed, as provided in these Bylaws. Directors
sought to be removed shall have the right to be present at this meeting and shall be given
the opportunity to speak to the Members prior to a vote to remove being taken. For
purposes of this section, no Member may vote more than his or her own vote and the
vote of four proxies. However, a director may vote any number of proxies that have been
assigned to the Board or officer thereof.
(b) In the event of removal of one or more directors, a successor shall be elected by the
Members at the meeting to serve for the unexpired term of his or her predecessor.
[Note: This provision revises Article IV, Section 3 of your current Bylaws to address instances
where a director may be removed by the Members. In the case of removal, the Members will elect
a replacement. Additionally, please note that the member vote requirement needed to remove a
director must reflect at least the same as would be needed to elect a director in an election. We
have also limited the number of proxies an Owner may vote to remove a director.]
Section 5.6 Vacancies.
Vacancies on the Board caused by any reason (other than removal) may be filled by appointment
by a majority vote of the remaining Board at any time after the occurrence of the vacancy, even though
the directors present at that meeting may constitute less than a quorum. Each person so appointed shall
be a director who shall serve for the remainder of the unexpired term.
[Note: This provision incorporates the vacancy language in Article IV, Section2 of the current
Bylaws.]
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Section 5.7 Compensation
No director shall receive compensation for any service they may render as a director to the
Association. However, any director may be reimbursed for actual expenses incurred in the performance
of Association duties. For purposes hereof, reasonable food and beverages purchased for Board
meetings shall not be considered compensation.
[Note: This provision expands Article IV, Section 4 of the current Bylaws. ]
Section 5.8 Director Conflict of Interest.
(a) In an open meeting, a director shall disclose and declare a conflict of interest if a
contract, decision, or other Board action would financially benefit that director or a parent,
grandparent, spouse, child or sibling of that director or parent or spouse of any of these
persons.
(b) The interested director shall not vote on the matter in which the director has a conflict of
interest. If the interested director fails to disclose the conflict, any contract entered into
will be void and unenforceable.
(c) The Board of Directors may adopt policies regarding participation of the interested
director in discussion and such other matters as the Board deems appropriate.
[Note: This provision has been added to comply with recent changes to CCIOA enacted in
SB100.]
ARTICLE 6. MEETINGS OF THE BOARD OF DIRECTORS
Section 6.1 Location of Meetings and Open Meetings.
All meetings of the Board of Directors shall be open to attendance by Members or their
designated representatives, as provided by applicable Colorado law. All meetings of the Board of
Directors shall be held at the principal office of the Association, or at such other location, within or
convenient to the Community as may be fixed by the Board of Directors. Meetings may also be held by
conference call or electronic means, if necessary.
[Note: This provision has been added.]
Section 6.2 Regular Meetings.
Regular meetings of the Board of Directors shall be held at such times, place and hour as may be
fixed by the Board. The Board may set a schedule of regular meetings by resolution, and no further
notice is necessary to constitute regular meetings. Agendas for meetings of the Board of Directors shall
be made reasonably available for examination by all Members or their representative.
[Note: This provision is similar to Article VI, Section 1 your current Bylaws.]
Section 6.3 Special Meetings.
Special meetings of the Board of Directors shall be held when called by the president of the
Association, or by any two directors. If a notice for a special meeting demanded pursuant to this Section
is not given by the Board within 30 days after the date the written demand or demands are delivered to
the Board, the directors signing the demand or demands may set the time and place of the meeting and
give notice, pursuant to the terms of Section 6.5 of these Bylaws. Only those matters contained in the
notice of the special meeting may be discussed, unless all directors are present at the meeting and agree
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to waive the notice requirement for such other matters. Agendas for special meetings of the Board of
Directors shall be made reasonably available as provided in Section 6.2 above.
[Note: This provision is supplements Article VI, Section 2 of the current Bylaws to address
situations where two or more directors call a meeting.]
Section 6.4 Annual Meetings.
An annual meeting of the Board of Directors may be held, without notice, immediately following
and in the same place as the annual meeting of the Members, or at such other date and place as the
directors may determine. The purpose of this annual meeting is to elect officers and for the transaction of
such other business as may come before the meeting.
[Note: This provision has been added.]
Section 6.5 Notice of Board Meetings.
Except as provided in Section 6.2 above, written notice of each meeting of the Board shall be
given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of
the notice, postage prepaid, at least three days before the meeting, or by any other means permitted by
the Colorado Revised Nonprofit Corporation Act, including, but not limited to, personal delivery, facsimile,
and e-mail delivery, to each Board member entitled to vote, addressed to the Board member?’s address
last appearing on the books of the Association, or supplied by a Board member to the Association for the
purpose of notice. The notice shall specify the place, day and hour of the meeting, and, in the case of a
special meeting, the purpose of the meeting.
[Note: This provision incorporates the three day notice required for special meetings set forth in
Article VI, Section 2 of the current Bylaws.]
Section 6.6 Waiver of Notice.
A waiver of notice of any meeting of the Board of Directors, signed by a director, whether before
or after the meeting, shall be the equivalent to the giving of notice of the meeting to such director.
Attendance by a director at a meeting shall constitute waiver of notice of such meeting except when the
director attends for the express purpose of objecting to the transaction of business because the meeting
is not lawfully called or convened.
[Note: This provision has been added.]
Section 6.7 Quorum; Voting.
A majority of the directors shall constitute a quorum for the transaction of business, unless there
are fewer than three directors, in which case all directors must be present to constitute a quorum. One or
more directors who participate by means of telephone or electronic communication shall be deemed
present for establishing a quorum, if all persons so participating can hear each other. The votes of a
majority of the directors present at a meeting at which a quorum is present shall constitute a decision of
the Board unless there are fewer than three directors, in which case, unanimity of the directors is required
to constitute a decision of the Board. If at any meeting there shall be less than a quorum present, a
majority of those present may adjourn the meeting.
[Note: This provision is similar to Article VI, Section 3 of your current Bylaws. It also specifies
that directors may be present by telephone, not just in person (as permitted by the Colorado
Revised Nonprofit Corporation Act.]
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Section 6.8 Director Proxies.
For the purposes of determining a quorum with respect to a particular issue and for the purposes
of casting a vote for or against that issue, a director may execute, in writing, a proxy to be held by another
director. The proxy shall specify a yes, no, or abstain vote on each particular issue for which the proxy
was executed. Proxies which do not specify a yes, no, or abstain vote shall not be counted for the
purpose of having a quorum present or as a vote on the particular issue before the Board.
[Note: This provision has been added to allow for director voting by proxy pursuant to the
Colorado Revised Nonprofit Corporation Act.]
Section 6.9 Action without a Meeting.
The directors shall have the right to take any action in the absence of a meeting, which they could
otherwise have taken at a meeting, by:
(a) Obtaining the unanimous verbal vote of all directors which vote shall be noted in the
minutes of the next meeting of the Board and ratified at that time;
(b) Obtaining the written vote of all of the directors, with at least a majority of the directors
approving the action, provided that those directors who vote against the action or abstain
from voting have waived notice of a meeting in writing. The secretary shall file the written
votes with the minutes of the meetings of the Board of Directors;
(c) Any action taken under subsections (a) and (b) shall have the same effect as though
taken at a meeting of the directors.
[Note: This provision has been added to specify a procedure for taking action without a meeting
as authorized by the Colorado Revised Nonprofit Corporation Act.]
ARTICLE 7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 7.1 Powers and Duties.
The Board may act in all instances on behalf of the Association, except as provided in the
Declaration and these Bylaws or the Act. The Board shall have, subject to the limitations contained in the
Declaration and the Act, the powers and duties necessary for the administration of the affairs of the
Association and of the Community, and for the operation and maintenance of the Community as a first
class residential community, including the following powers and duties:
(a) Exercise any other powers conferred by the Governing Documents;
(b) Adopt and amend Rules and Regulations and Policies, including penalties for infraction
thereof;
(c) Adopt and amend budgets subject to any requirements of the Declaration and the
Bylaws;
(d) To keep and maintain full and accurate books and records showing all of the receipts,
expenses, or disbursements of the Association using generally accepted accounting
principles;
(e) Collect Assessments as provided by the Governing Documents;
(f) Employ a managing agent, independent contractors or employees as it deems
necessary, and prescribe their duties;
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(g) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive
relief for violations of the Governing Documents, and, in the Association?’s name, on
behalf of the Association or two or more Owners, on matters affecting the Community;
(h) Make contracts, administer financial accounts and incur liabilities in the name of the
Association;
(i) Acquire, hold, encumber and convey, in the Association?’s name and in the ordinary
course of business, any right, title or interest to real estate, pursuant to the consent
requirements set forth in the Governing Documents, if any.
(j) Grant easements, leases, licenses, concessions through or over the Common Elements;
(k) Borrow funds and secure loans with an interest in future Assessments in order to pay for
any expenditure or outlay required pursuant to the authority granted by the provisions of
the recorded Declaration and these Bylaws, and to execute all such instruments
evidencing such indebtedness as the Board of Directors may deem necessary and give
security therefore; provided that a majority of the Owners present and voting at a duly
called meeting must approve the borrowing.
(l) Provide for the indemnification of the Association?’s directors and any person serving
without compensation at the request of the Association, and maintain association
professional liability insurance;
(m) Supervise all persons acting on behalf of and/or at the discretion of the Association;
(n) Procure and maintain liability and hazard insurance as set forth in the Governing
Documents;
(o) Cause all persons having fiscal responsibilities for the assets of the Association to be
insured and/or bonded, as it may deem appropriate;
(p) Appoint such committees as deemed appropriate or as required in the Declaration.
Committees shall have authority to act only to the extent designated in the Governing
Documents or delegated by the Board; and
(q) Exercise for the Association all powers, duties, rights and obligations in or delegated to
the Association and not reserved to the membership by other provisions of the Governing
Documents or the Act.
[Note: This section is similar to Article VII of the current Bylaws, but has been somewhat revised
to reflect the other provisions of the amended and restated Bylaws. Please note the borrowing
provision. This is not addressed in your current Bylaws. If there is no requirement for Owner
voting, the Board may borrow without consent of the Owners; therefore we have added a
requirement for Owner approval.]
Section 7.2 Responsible Governance Policies.
To the extent procedures are not already set in these Bylaws or the Declaration, The Board of
Directors shall adopt policies, procedures and Rules and Regulations concerning:
(a) Collection of unpaid assessments;
(b) Handling of conflicts of interest involving Board members;
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(c) Conduct of meetings;
(d) Enforcement of covenants and rules, including notice and hearing procedures and a fine
schedule;
(e) Inspection and copying of Association records by Lot Owners;
(f) Investment of reserve funds; and
(g) Procedures for the adoption and amendment of policies, procedures, and rules.
[Note: This provision has been added to comply with recent amendments to CCIOA.]
Section 7.3 Managing Agent.
The Board may employ a managing agent for the Community, at a compensation established by
the Board, to perform duties and services authorized by the Board. Any management contract shall
comply with provisions of the Declaration. Regardless of any delegation to a managing agent, the
members of the Board shall not be relieved of responsibilities under the Governing Documents or
Colorado law.
[Note: This provision has been added. The Declaration incorporates certain limitations on
management contracts that are referenced, but not restated in this section.]ARTICLE 8.
OFFICERS AND DUTIES
Section 8.1 Designation and Qualification.
The officers of the Association shall consist of a president, vice-president, a secretary, a treasurer
and such other officers and assistant officers deemed necessary by the Board of Directors; provided,
however, if there are three directors, a vice-president shall not be required. The president and vice
president, if any, must be directors. Except for the offices of secretary and treasurer, which may be held
by the same person, no person may hold more than one office simultaneously.
Section 8.2 Election and Terms of Office.
The officers shall be elected by the Board for one year terms at the first meeting of the Board of
Directors following each annual meeting of the Members. Each officer shall serve until a successor is
elected, the Board of Directors removes the officer, or the officer resigns.
[Note: This provision is similar to Article VIII, Section 3 of the current Bylaws.]
Section 8.3 Resignation and Removal of Officers.
Any officer may be removed from office with or without cause by a majority of the Board of
Directors. Any officer may resign at any time by giving written notice to the Board, the president or the
secretary. A resignation shall take effect on the date of receipt of a notice or at any later time specified
therein. Acceptance of a resignation shall not be necessary to make it effective.
[Note: This provision is similar to Article VIII, Section 5 of your current Bylaws. Please note that it
requires a vote of the members to remove a director, but it requires a vote of only the directors to
remove an officer. Therefore, the Board could decide to remove the President and that person
would no longer serve in that office but would still be a director unless removed by the members.]
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Section 8.4 Vacancies.
A vacancy in any office may be filled by appointment by the Board by majority vote of the Board.
Unless earlier removed, the officer appointed to the vacancy shall serve for the remainder of the term of
the officer he or she replaces
[Note: This provision is similar to Article VIIII, Section 6 of the current Bylaws.]
Section 8.5 Duties of Officers.
The duties of the officers are as follows:
(a) President. The president shall be the chief executive officer and shall have all of the
general powers and duties which are incident to the office of president of a Colorado
nonprofit corporation including, but not limited to the following: preside at all meetings of
the Board of Directors; see that orders and resolutions of the Board are carried out; sign
all contracts, leases and other written instruments; direct, supervise, coordinate and have
general control over the day-to-day affairs of the Association.
(b) Vice President. The vice president shall take the place of the president and perform the
president?’s duties whenever the president is absent or unable to act and shall perform
other duties imposed by the Board of Directors. If neither the president nor the vice
president is able to act, the Board of Directors shall appoint another director to act in the
place of the president on an interim basis.
(c) Secretary. The secretary shall record the votes and maintain the minutes of all meetings
and proceedings of the Board and of the Members; serve notice of meetings of the Board
and of the Members; keep appropriate current records showing the Members of the
Association together with their addresses, and perform such other duties incident to the
office of secretary or as required by the Board.
(d) Treasurer. The treasurer shall be responsible for the receipt, deposit and disbursement
of Association funds and securities and for maintenance of full and accurate financial
records; shall prepare an annual budget and a statement of income and expenditures to
be presented to the membership, and deliver a copy of each to the Members. The
treasurer shall perform all duties incident to the office of treasurer and such other duties
as may be assigned by the Board of Directors.
The duties of any officer may be delegated to the managing agent or another Board member;
provided, however, the officer shall not be relieved of any responsibility under this Section or under
Colorado law.
[Note: This provision is similar to Article VIII, Section 8 of your current Bylaws.]
ARTICLE 9. ASSOCIATION DOCUMENTS AND RECORDS
Section 9.1 Records.
The Association or its managing agent, if any, shall keep the following records:
(a) Financial records sufficiently detailed to enable the Association to provide statements of
unpaid assessments in accordance with the Act.
(b) Minutes of Membership meetings, minutes of Board meetings, a record of all actions
taken by the Lot Owners or Board by written ballot or written consent in lieu of a meeting,
a record of all actions taken by a committee of the Board in place of the Board on behalf
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of the Association, and a record of all waivers of notices of meetings of Lot Owners and
of the Board or any committee of the Board shall be kept as permanent records.
(c) A record of Lot Owners in a form that permits preparation of a list of names and
addresses of all Lot Owners, showing the number of votes each Lot Owner is entitled to
vote, in accordance with Section 4.14 of these Bylaws.
(d) The Articles of Incorporation, Declaration, Bylaws, and resolutions adopted by the Board
relating to the characteristics, qualifications, rights, limitations, and obligations of Lot
Owners.
(e) Written communications within the past three years to Members generally as Lot Owners.
(f) A list of the names and business or home addresses of its current directors and officers.
(g) Its most recent annual report, if any.
(h) All financial audits or reviews conducted pursuant to the Colorado Common Interest
Ownership Act during the immediately preceding three years.
[This Section has been added to clarify records the Association should keep and is consistent
with SB100 as it amends CCIOA.]
Section 9.2 Disclosure of Records.
(a) The Association shall provide a written notice including the following information at least
once per year to all members:
(i) The name of the Association;
(ii) The name of the Association?’s designated agent or managing agent, if any;
(iii) A valid physical address and telephone number for the Association;
(iv) A valid physical address and telephone number for the designated agent or
managing agent, if any;
(v) The name of the common interest community (which may be different than the
name of the Association);
(vi) The initial date the Declaration was recorded; and
(vii) The reception number or book and page for the main document that constitutes
the Declaration.
(b)The Association shall provide written notice to all members of a change in the Association?’s
address, designated agent, or managing agent within 90 days of the change.
(bc The Association shall make the following information available to members within 90
days of the end of the fiscal year:
(i) The date on which the fiscal year begins;
(ii) The operating budget for the current fiscal year;
(iii) A list, by Lot type, of the current regular and special assessments;
(iv) The annual financial statements, including any amounts held in reserve for the
prior fiscal year;
(v) The results of any financial audit for the prior fiscal year;
(vi) A list of the Association?’s insurance policies, including the insurer?’s name, policy
limits, policy deductibles, additional named insureds, and expiration dates for
each policy;
(vii) The Association?’s Declaration, Bylaws, Articles of Incorporation, and Rules and
Regulations;
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(viii) Minutes of Board meetings and Member meetings for the prior fiscal year; and
(ix) The Association?’s responsible governance policies as listed in Section 7.2 of
these Bylaws.
Such information may be posted on a website, kept in a binder or file at the Association?’s
principal place of business, mailed to members, or personally delivered to members. The Association
shall send notice of the availability of such information to each member within 90 days of the end of the
fiscal year. If the information is posted on a website, the Association must send notice to the members of
the web address via first class mail or e-mail.
[This Section has been added to comply with recent changes to CCIOA set forth in SB100.]
Section 9.3 Inspection.
Notwithstanding any other provision, the books, records and papers of the Association shall be
subject to inspection and copying by any Member, at their expense, for any proper purpose, except
documents determined by the Board to be confidential pursuant to a written policy or applicable law. The
right to inspection shall be subject to any reasonable rules adopted by the Board of Directors requiring
advance notice of inspection, specifying hours and days of the week during which inspection will be
permitted, establishing a reasonable maximum time limit for any inspection session, and establishing
reasonable fees for any copies requested.
Section 9.4 Minutes.
Minutes or any similar record of the meetings of Members, or of the Board of Directors, when
signed by the secretary or acting secretary of the 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.
ARTICLE 10. INDEMNIFICATION
[Note: The indemnification article has been added as additional protection for the volunteer
Board members. It is consistent with the Colorado Revised Nonprofit Corporation Code.]
Section 10.1 Obligation to Indemnify.
(a) The Association shall indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative; by reason of the fact that the
person is or was a director, officer or committee member of the Association; provided the
person is or was serving at the request of the Association in such capacity; and provided
that the person: (i) acted in good faith, and; (ii) in a manner that the person reasonably
believed to be in the best interests of the Association, and; (iii) with respect to any
claimed criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. The determination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that the person did not act in good faith and in a manner
reasonably believed to be in the best interests of the Association and, with respect to any
criminal action or proceeding, had reasonable cause to believe the conduct was unlawful.
(b) Notwithstanding anything in subsection (a) above, unless a court of competent
jurisdiction determines that, in view of all circumstances of the case, the person is fairly
and reasonably entitled to expenses, no indemnification shall be made: (i) in connection
with a proceeding by or in the right of the Association, the person has been adjudged to
be liable to the Association; or (ii) in connection with any other proceeding charging that
the person received an improper personal benefit, whether or not involving action in an
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official capacity, where the person has been adjudged liable on the basis the person
received an improper personal benefit.
(c) To the extent that the person has been wholly successful on the merits in defense of any
action, suit or proceeding as described above, the person shall be indemnified against
actual and reasonable expenses (including expert witness fees, attorney fees and costs)
incurred in connection with the action, suit or proceeding.
Section 10.2 Determination Required.
(a) The Board of Directors shall determine whether the person requesting indemnification
has met the applicable standard of conduct set forth above. The determination shall be
made by the Board of Directors by a majority vote of a quorum consisting of those
members of the Board of Directors who are not parties to the action, suit or proceeding.
(b) If a quorum cannot be obtained as contemplated above or if a quorum has been obtained
and the Board so directs, a determination may be made, at the discretion of the Board,
by: (i) independent legal counsel selected by a majority of the full Board; or (ii) by the
voting Members, but voting Members who are also at the same time seeking
indemnification may not vote on the determination.
Section 10.3 Payment in Advance of Final Disposition.
The Association shall pay for or reimburse the reasonable expenses as described above in
advance of final disposition of the action, suit or proceeding if the person requesting indemnification
provides the Board of Directors with:
(a) A written affirmation of that person?’s good faith belief that he or she has met the standard
of conduct described above; and
(b) A written statement that the person shall repay the advance if it is ultimately determined
that he or she did not meet the standard of conduct described above.
Section 10.4 No Limitation of Rights.
The indemnification provided in this Article shall not be deemed exclusive of or a limitation upon:
(a) Any other rights to which those indemnified may be entitled under any bylaw, agreement,
vote of the Members or disinterested members of the Board of Directors, or otherwise, or
(b) Any rights which are granted pursuant to C.R.S. ?§ 38-33.3-101, et seq., and the Colorado
Revised Nonprofit Corporation Act, as those statutes may be amended from time to time.
Section 10.5 Directors and Officers Insurance.
The Association shall purchase and maintain insurance on behalf of any person who is or was a
member of the Board of Directors, the manager, committee members, or anyone acting at the direction of
the Board, covering defense and liability expenses arising out of any action, suit or proceeding asserted
against the person by virtue of the person?’s actions on behalf of the Association or at the direction of the
Board, whether or not the Association would have the power to indemnify the person against liability
under provisions of this Article.
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ARTICLE 11. AMENDMENT
Section 11.1 Amendment.
These Bylaws may be amended by an affirmative vote of a majority of Members present, in
person or by proxy, at a regular or special meeting of the members at which a quorum is present or by
mail ballot as provided for in these Bylaws.
[Note: This provision is similar to Article XIII of the current Bylaws.]
ARTICLE 12. MISCELLANEOUS
Section 12.1 Financial Review.
The books and records of the Association shall be subject to an audit or a review at least once
every two years by a person selected by the Board. Such person need not be a Certified Public
Accountant except in the case of an audit. An audit shall only be required if required by the Act.
[NOTE: We have incorporated the revised statutory procedures from CCIOA regarding audits and
reviews. Audits under CCIOA are only required if the annual revenues and expenditures exceed
$250,000 and an audit is requested by one-third of the Owners. Since your community is not likely
to actually meet the revenue/expenditure requirements, we have simply reference the Act.]
Section 12.2 Fiscal Year.
The Board has the right to establish and, from time to time, change the fiscal year of the
Association.
Section 12.3 Notices.
All notices to the Association or the Board shall be delivered to the resident address of the
President or to such other address as the Board may designate by written notice to all Owners; provided
that if the Association has a managing agent, notices to the Association shall be delivered to the
managing agent. Except as otherwise provided, all notices to any Owner shall be mailed to the Owner?’s
address as it appears in the records of the Association. All notices shall be deemed to have been given
when mailed or transmitted, except notices of changes of address, which shall be deemed to have been
given when received.
Section 12.4 Conflicts.
In the case of any conflicts between the Declaration and these Bylaws or the Articles of
Incorporation, the terms of the Declaration shall control. In the case of any conflicts between the Articles
of Incorporation and these Bylaws, the terms of the Articles of Incorporation shall control.
Section 12.5 Waiver.
No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to
have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number
of violations or breaches which may occur.
Section 12.6 Interpretation.
The provisions of these Bylaws shall be liberally construed to effect the purpose of ensuring that
the Community shall at all times be operated and maintained in a manner so as to optimize and maximize
its enjoyment and utilization by each member.
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CERTIFICATION
By signature below, the secretary of the Board of Directors certifies these Amended and Restated
Bylaws received the affirmative vote of at least a majority of the Members present and voting at a duly
called annual or special meeting of the Association at which at least a quorum was present.
This day of , 200 .
LAKEWOOD ESTATES PATIO HOMEOWNERS
ASSOCIATION, INC., a Colorado Nonprofit Corporation
By: ________________________________
Secretary