Silverwood Village Homeowners' Association

SVHOA By-Laws

Filed January 10, 1995

AMENDED AND RESTATED
BY?LAWS
OF
SILVERWOOD VILLAGE HOMEOWNERS" ASSOCIATION

ARTICLE I
NAME AND LOCATION

The name of the corporation is Silverwood Village Homeowners/ Association, hereinafter referred to as the "Association". The principal office of the corporation shall be located at the residence of the current president of the Association or at such other place as the Board of Directors shall from time to time designate, but meetings of members and directors may be held at such places within Larimer County, Colorado, as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

Section 1. "Association" shall mean and refer to Silverwood Village Homeowners' Association, its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the subdivision plats for Silverwood Village, First Filing and Silverwood Village, Second Filing, located in Fort Collins, Larimer County, Colorado.

Section 3. "Lot" shall mean and refer only to any residential lot as shown on the plats of Silverwood Village, First Filing and Silverwood Village, Second Filing. shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one?tenth (1/10) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By?Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or be represented.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Number. The affairs of the Association shall be managed by a Board of not less than three (3) and not more than seven (7) directors.

Section 2. Term of Office. The Members shall elect one?third (1/3) of the directors for a term of one year, one third for a term of two years and one?third for a term of three years at the first annual meeting; and at each annual meeting thereafter, the Members shall elect directors whose terms have expired for a term of three years.


Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting to serve until the close of the annual meeting, and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members of the Association only.

Section 6. Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE V
MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held on notice, at such a place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. 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, after not less than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4. Action Taken Without A Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.




ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall be empowered and shall have the duties as follows:

(a) To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions of the Declaration;

(b) To adopt and publish rules and regulations governing the use of the Common Area, Lake Sherwood, and related facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

(c) To suspend any Member's voting rights and right to use of the Common Area, Lake Sherwood, and related facilities during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for an infraction of published rules and regulations;

(d) To declare the office of any director to be vacant in the event such director shall be absent from three (3) consecutive regular meetings of the Board of Directors;

(e) To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties, provided that:

(1) The managing agent maintain fidelity insurance coverage or a bond in an amount not less than fifty thousand dollars or such higher amount as the Board may require;

(2) The managing agent maintain all funds and accounts of the Association separate from the funds and accounts of other associations managed by the managing agent and maintain all reserve accounts of each association so managed separate from operational accounts of the Association;

(3) 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.

(f) To cause to be kept a complete record of all its acts and corporate affairs and to present a summary thereof to the Members at the annual meeting of the Members, or at any special meeting when such summary is requested in writing by one?fourth (1/4) of the Members who are entitled to vote;

(g) To supervise all officers, agents, and employees of the Association (if any), and to see that their duties are properly performed;

(h) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;


(i) To procure and maintain adequate liability and hazard insurance on property owned by the Association or used by the Members;

(j) To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and

(k) To cause the Common Area and, to the extent provided in the recorded Declaration for the Properties, the Lots and living units to be maintained.

(1)With regard to assessments, to:

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period, and determine when the annual assessment shall be due and payable;

(2) send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) pursue all remedies for collection of unpaid assessments as may be provided by these By?Laws, the Declaration, and by law.

(m) In general, to administer the Association, to do all of those things necessary and reasonable in order to carry out the governing and operation of the Association, and to exercise for the Association all powers, duties, and authority vested in or delegated to the Association, and not reserved to the membership by other provisions of these By?Laws, the Articles of Incorporation, the Declaration, or Colorado law.


ARTICLE VII
OFFICERS AND THEIR DUTIES

Section 1. Designation of officers. The officers of this Association shall be a president, a vice president, a secretary, and a treasurer, who shall at all times be Members of the Board of Directors, and such other officers as the Board may from time to time by resolution specially appoint.

Section 2. Election of officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Resignation and Removal. Any officer may be removed from office with or without cause by majority vote of the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.


Section 6. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.

Section 7. Duties. The duties of the officers are as follows:

(a) President: The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co?sign all promissory notes.

(b) Vice President: The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

(c) Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.

(d) Treasurer: The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and co?sign all promissory notes of the Association; keep proper books of account; cause an annual statement of the Association books which may be audited or unaudited as the Board or Members may determine to be made by a certified public accountant at the completion of each fiscal year, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and make a copy of each available to the Members at the meeting.

ARTICLE VIII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND AGENTS

The Association shall indemnify every director, officer, agent or employee and any former director, officer, agent, or employee, his or her heirs, executors, and administrators against loss, costs, and expenses, including attorneys' fees, reasonably incurred by her or him in connection with any action, suit or proceeding to which she or he may be made a party by reason of her or his being or having been a director, officer, agent, or employee of the Association to the fullest extent allowed by law.

No indemnification shall be provided for acts constituting gross negligence, willful misconduct or fraud.







ARTICLE IX
COMMITTEES

The Board of Directors shall serve as the Architectural Control Committee, as provided in the Declaration. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.


ARTICLE X
BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the By?Laws of the Association shall be available for inspection by any Member at the principle office of the Association, where copies may be purchased at a reasonable cost.

ARTICLE XI
ASSESSMENTS

As more fully provided in the Declaration, each owner is obligated to pay assessments to the Association. Any assessment not paid when due shall be considered delinquent. In the event of a delinquent assessment, the Owner shall also be responsible for payment to the Association of a $100.00 administrative fee. The delinquent assessment plus the administrative fee shall constitute a lien upon the Lot against which the assessment has been made. The Association may file with the Clerk and Recorder of Larimer County, Colorado at any time following such delinquency a notice of lien. The Association may bring an action at law to enforce payment of the delinquent assessment against the Owner obligated to pay the same and/or foreclose the lien against the Lot. In any such action to collect a delinquent assessment and/or foreclose a lien, the Owner shall be liable for the Association's court costs and reasonable attorneys' fees, all of which shall be further secured by any lien. No owner may waive or otherwise escape liability for assessments by non?use of the Common Area or abandonment of his or her Lot.

ARTICLE XII
AMENDMENTS

Section 1. These By?Laws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By?Laws, the Articles shall control, and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

IN WITNESS WHEREOF, the undersigned Secretary of Silverwood Village Homeowners' Association, certifies that the foregoing constitute the Amended and Restated By?laws of Silverwood Village Homeowners' Association containing the amendments to the original By?laws of Silverwood Village Homeowners' Association as approved by a majority of a quorum of the Association's members at a meeting

of the members held 1994.

DATED this day of 1996.

~) L,

Secretary

13

MARCH Sc MYATT, P.C.

ATTORNEYS AND COUNSELORS AT LAW

ARTHUR E. MARCH, JR. 110 EAST OAK STREET ARTHUR E. MARCH
RAMSEY D. MYATT FORT COLLINS, COLORADO 80524?2880 1909?1981
ROBERT W. BRANDES. JR.
RICHARD S. GAST (303) 482?4322 MAILING ADDRESS:
LUCIA A. LILEY TELECOPIER (303) 482?3038 P.O. BOX ?14?69
J. BRADFORD MARCH FORT COLLINS, CO SOS22?
0469
LINDA S. MILLER
WILLIAM C. BEYERS
JEFFREY J. JOHNSON November 23,1994

Doug Fogg President Silverwood Village Homeowners' Assn. 2924 Silverwood Drive Fort Collins, CO 80525

RE: AMENDED AND RESTATED BY?LAWS
Our File No.: 8895.1

Dear Doug:

Enclosed are the Amended and Restated Bylaws containing the modifications relating to management company requirements and indemnification. The Secretary of the Association should certify the Amended and Restated Bylaws on the final page, inserting the date on which the amendments were approved and the date on which the Secretary signs the new Bylaws. The original should then be placed in the Association's minute book.

If you have any questions, please give me a call.

Very truly yours,

14ARCH & MYATT, P

RSG\sj a

. C.

By:

Richard ~?/ Gast