Summit Park Townhomes

Summit Park Bylaws

Bylaws

BYLAWS
OF
SUMMIT PARK TOWNHOMES ASSOCIATIONS, INC.
ARTICLE I
NAME AND LOCATION

The name of the corporation is SUMMIT PARK TOWNHOUSE ASSOCIATION, INC., hereinafter referred to as the "Association." The principal office of the corporation shall be located at 3600 South Yosemite, Suite 750, Denver, Colorado 80237, but meetings of members and directors may be held at such places within the Denver Metropolitan area, State of Colorado, as may from time to time be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean and refer to Summit Park Town homes Association, Inc., its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" -shall mean all property (including the improvements thereto) owned by the Association for the common use and enjoyment of the Owners. The Common Area to be owned by the Association at the time of the conveyance of the first Lot is as described in the Declaration.

Section 4. "Lot" shall mean and refer to any numbered plot of land shown upon any recorded subdivision map of the Properties, with the exception of the Common Area and Common Property and any public streets, but together with all appurtenances *1 and improvements now or hereafter thereon.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to M.Q.P. Corp., a Colorado Corporation, its successors and assigns, if such successors and assigns should acquire more that one undeveloped Lot from the Declarant for the purpose of development.

Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and restrictions of Summit Park Town homes, recorded in the office of the Clerk and Recorder, County of Arapahoe, State of Colorado.

Section 8. "Articles of Incorporation" shall mean and refer to the Articles of Incorporation of Summit Park Townhomes Association, Inc. Filed or to be filed with the Secretary of State of the State of Colorado.

Section 9. "Member" shall mean and refer to each Owner of a Lot that is subject to assessment; membership in the Association shall be appurtenant *1 to, and may not be separated from, ownership of a Lot.

Section 10. "First Mortgage" shall mean and refer to any unpaid and outstanding, mortgage, deed of trust or other security instrument recorded in the records of the office of the Clerk and Recorder of the County of Arapahoe, Colorado, having priority of record over all other recorded liens except those governmental liens made superior by statute (such as general ad valorem *6 tax liens and special assessments). "First Mortgage" shall also mean and refer to any executory land sales contract wherein the Administrator of Veterans Affairs, and Officer of the United States of America is the seller, whether such contract is recorded or not, and whether such contract is owned by the said Administrator or has been assigned by the said Administrator and is owned by the Administrator's assignee, or a remote assignee, and the land records in the office of the Clerk and Recorder of the County of Arapahoe, Colorado show the said Administrator as having the record title to the Lot.

Section 11. "First Mortgagee" shall mean and refer to any person named as a mortgagee of beneficiary under and First Mortgage (including the Administrator of Veterans Affairs, and Officer of the United States of America, and his assigns under any executory land sales contract wherein the said Administrator is identified as the seller, whether such contract is recorded or not and the land records of the Clerk and Recorder of the County of Arapahoe, Colorado show the said Administrator as having the record title to the Lot), or any successor to the interest of any such person under such First Mortgage.

Section 12. "Master Declaration" shall mean and refer to the Master Declaration of Covenants, Conditions and Restrictions of Summit Park, which has been executed by Declarant and recorded in the office of the Clerk and Recorder of the County of Arapahoe, State of Colorado.

Section 13. "Master Association" shall mean and refer to the Summit Park Community Association, Inc., a Colorado non-profit corporation, created pursuant to the Master Declaration, its successors and assigns.

Section 14. "Common Property" shall mean and refer to all property (including improvements thereto) owned by the Master Association for the common use and enjoyment of the members thereof.


ARTICLE III
MEETINGS OF MEMBER
Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held in the same month of each year as the month in which the first annual meeting was held, the specific date and time thereof to the designated by the Board of Directors of the Association from time to time.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of the votes of the Class A membership. (80 lots)

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. *2 The presence at the meeting of Members, and/or proxies, entitled to cast one-tenth (1/10) (32) of the votes of each class of membership shall constitute a quorum *2 for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented. Unless otherwise specifically provided by the Declaration, the Articles of Incorporation, These Bylaws or by statute, all matters coming before a meeting of Members at which a proper quorum is in attendance, in person and/or by proxy, shall be decided by the vote of a majority of the votes validly cast at such meeting.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. *3 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.

Section 6. Mortgages. All First Mortgagees of Lots shall have the right to designate a representative to attend all meetings of Members.

ARTICLES IV
BOARD OF DIRECTORS - SELECTION - TERM OF OFFICE
Section 1. Number. The affairs of the Association shall be managed by a board of five (5) directors. Directors shall be members which, in the case of Declarant, shall include the officers, directors and employees of Declarant, and in the case of other corporate Members shall include the officers and directors of each such corporate Member.

Section 2. Term of Office. At the first annual meeting of the Association, the Members shall elect two directors for terms of one year, two directors for terms of two years, and one director for a term of three years, and at each annual meeting thereafter the Members shall elect the same number of directors as there are directors whose terms are expired at the time of each election, for terms of three years. At the first annual meeting of the Association, the candidate for the Board of Directors who receives the largest number of votes shall be elected for a three-year tern, the two candidates who receive the next largest numbers of votes shall be elected for two-year terns, and the two candidates who receive the next largest numbers of votes shall be elected for one-year terms.

Section 3. Removal. Any director may be remover from the Board, with or without cause, by a majority vote of each class of Members, provided that, so long as there is a Class B membership, Declarant may remove any director who is serving in such capacity as a result of being an officer, director of employee of Declarant. In the event of death, resignation or removal of a director, his successors shall be selected by a majority of the remaining members of the Board, whether or not such remaining member(s) constitute a quorum, and shall serve for the unexpired term of his predecessor; provided, however, that so long as there is a Class B membership, the Declarant may appoint the successor of any director who served in such capacity as a result of being an officer, director or employee of Declarant.

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

ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nomination Committee. Nominations may also be made from the floor at the annual meeting. The Nomination 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 of the Members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Nomination Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be make as many nominations for election to the Board as it shall in its discretion determine, but not less that the number of vacancies that are to be filled. Such nominations may be made from among Members or non-members.

Section 2. 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 *4 is not permitted.

ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such palace and hour as may be fixed from time to time by 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 directors.

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.

ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to :

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

(b) suspend the voting rights and the right to use any recreational facilities located on the Common Area of a Member 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 a period not to exceed sixty (60) days, for infraction of published rules and regulations;

(c) exercise for the Association all powers, duties and authority vested in or delegated to these Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;

(d) declare the office of a member of the board of Directors to be vacant in the event such member shall be absent from three (3) regular meetings of the Board of Directors during and one year period;

(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and prescribe their duties; and

(f) grant permits, licenses and easements over the Common Area for utilities, roads and other purposes reasonably necessary or useful for the proper maintenance or operation of the Properties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and present a statement thereof to the Member at the annual meeting of the Member, or at a special meeting when such statement is requested in writing by one-fourth (1/4) (80 lots) of the Class A Members who are entitled to vote thereat;

(b) supervise all officers, agents, and employees of this Association, and see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) determine the amount of the maximum annual assessment against each Lot prior to the commencement of each annual assessment person, and give written notification to each Owner of each increase in the amount of the actual assessment against his Lot;

(2) foreclose the lien against any Lot for which assessments are not paid within ninety (90) days after the due date, or bring an action at law against the Owner(s) personally obligated to pay the same;

(d) issue, or cause an appropriate officer or authorized agent 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 that an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain insurance, as more fully provided in Article VI of the Declarations;

(f) cause the landscaping on the Common Area to be maintained;

(g) notify in writing the First Mortgagee, insurer or guarantor of a First Mortgage on any Lot, upon written request, when the Owner thereof is in default in the payment of any assessment, or otherwise in default of any obligation under the Declaration, Articles of Incorporation, or these Bylaws and the Board has actual knowledge of such default, and said default has not been cured within sixty (60) days.

ARTICLE VIII
RIGHTS OF THE ASSOCIATION
This Association may exercise any and all rights or privileges given to it under the Declaration, the Articles of Incorporation of these Bylaws, or as may otherwise be given to it by law, and every other right or privilege reasonably to be implied therefrom or reasonably necessary to effectuate any such right or privilege.
ARTICLE IX
OFFICERS AND THERE DUTIES
Section 1. Enumeration of offices. The officers of this Association shall be a president and vice-president, who shall at all times be Members of the Board of Directors, a secretary, a treasurer, and such other officers as the Board may from time to time by resolution create.
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 (1) year unless the officer shall sooner resign, or shall be removed, or shall otherwise be disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the tern of the officer replaced.

Section 7. 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 except in case of special offices created pursuant to Section 4 of the Article.

Section 8. Duties. The duties of the officers are as follows:

President
(a) The president shall preside at all meetings of the Board of Directors and Members; 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 or authorize a designated agent to co-sign promissory notes and checks of the Association.

Vice-President
(b) The vice-president shall act in the place and stead of the president in the event of the president's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of the vice-president by the Board.
Secretary
(c) The secretary or a designated agent shall record the votes and keep the minutes of all meetings and proceedings of the Board and the Members; shall keep the corporate seal of the Association and affix it on all papers requiring said seal; shall serve notice or meetings of the Board and of the Members; shall 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.

Treasurer
(d) The treasurer or a designated agent shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution on the Board of Directors; shall sign or authorize a designated agent to sign promissory notes and checks of the Association; shall keep proper books of account; shall cause an annual compilation report of the Association books to be made by a Certified Public Accountant at the completion of each fiscal year or, at the option of the Board of Directors of the Association or as may be required in Article XI, Section 3 of the Declaration, an annual review or audited financial statement may be required; and shall prepare an annual budget to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members.

ARTICLE X
COMMITTEES
The Association shall appoint an Architectural Control Committee, subject to the provisions of the Declaration, and a Nominating Committee as provided in these Bylaws. In addition, the Board of Directors may appoint other committees as it deems appropriate in carrying out its purposes.

ARTICLE XI
BOOKS AND RECORDS
The Association shall make available to Owners, First Mortgagees of Lots, and insurers or guarantors of any such First Mortgage, current copies of the Declaration, Articles of Incorporation, these Bylaws, the rules and regulations, books records and financial statements of the Association. "Available" shall mean available for inspection, upon request, during normal weekday hours or under other reasonable circumstances.

ARTICLE XII
ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to pay assessments to the Association, which assessments are secured by a continuing lien upon the property against which the assessment is made. Any assessment or portion thereof which is not paid when due shall be delinquent. Any assessment or portion thereof which is not paid within ten (10) days after the due date shall bear interest from the due date at the rate of twelve percent (12%) per annum and the Association may assess a monthly late charge thereon. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against such Owner's Lot, and in the event a judgment is obtained, such judgment shall include interest on the assessments as above provided, a reasonable attorneys' fee to be fixed by the Court, together with the costs of the action, and may include late charges. No Owner may waive or otherwise escape liability for the assessments provided for the Declaration by non-use of the Common Area or abandonment of his Lot.

ARTICLE XIII
CORPORATE SEAL
The Association shall have a seal in circular form and within its circumference the words: SUMMIT PARK TOWNHOMES ASSOCIATION, INC.

ARTICLE XIV
AMENDMENTS
Subject to the provisions of Article XI, Section 1 (6) of the Declaration, these Bylaws 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, provided that the Federal Housing Administration of the U.S. Department of Housing and Urban Development or the Veterans Administration shall approve any amendments while there is a Class B membership.

ARTICLE XV
CONFLICTS OF PROVISIONS
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; and in the case of any conflict between the Articles of Incorporation and the Declaration, the Declaration shall control.
ARTICLE XVI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Association shall indemnify *5 every director, officer, agent and employee, and any former director, officer, agent and employee against all loss, costs and expenses, including attorney's fees, reasonably incurred in connection with any action, suit, or proceeding to which such person may be made a party by reason of being or having been a director, officer, agent or employee of the Association, except for matters in which such person shall be finally adjudged to be liable for gross negligence or fraud. Any such indemnification shall be limited to and may only be paid out of the insurance proceeds provided by an insurer furnishing officers and directors errors and omissions insurance coverage and any other insurance protection the Association from liability because of the negligent acts of its servants, including insurance covering motor vehicles or public liability, property damage, medical and other similar coverage, it being the intent and purpose of this provision to limit all payments or settlements in indemnification to the actual proceeds of insurance policies. No indemnification shall be provided for acts constituting gross negligence, nor for fraud, nor for more reprehensible conduct. In the event of a settlement, the settlement shall be approved by the insurance carrier, and paid for by the insurance carrier out of the insurance proceeds. The foregoing rights shall not be exclusive of other rights to which such director, officer, agent or employee may be entitled. The cost of such officers and directors liability insurance shall be treated and handled by the Association as a common expense.

ARTICLES VXI
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the last day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

IN WITNESS WHEREOF, we, being all of the directors of SUMMIT PARK TOWNHOMES ASSOCIATION, INC., have hereunto set our hands the 25th day of January, 1983.



DIRECTORS:

Steven B. Chotin
Marshall A. Abrahams
Mark G. Lawrence
Robert T. Rosen
Sol Eichenbaum





*1 appurtenance (e-p?»r?´tn-ens) noun
1. Something added to another, more important thing; an appendage. See synonyms at appendage.
2. appurtenances. Equipment, such as clothing, tools, or instruments, used for a specific purpose or task; gear.
3. Law. A right, privilege, or property that is considered incident to the principal property for purposes such as passage of title, conveyance, or inheritance.


*2 quorum (kw?´r?´em, kwor´-) noun
1. The minimal number of officers and members of a committee or an organization, usually a majority, who must be present for valid transaction of business.
2. A select group.

*3 proxy (pr?²k?´s?ª) noun
plural proxies
1. A person authorized to act for another; an agent or a substitute.
2. The authority to act for another.
3. The written authorization to act in place of another.

noun, attributive
Often used to modify another noun: a proxy vote; proxy troops for a world power.

*4 cumulative voting (ky¡m´ye-lA´t?®v v?–?´t?®ng) noun
A system of voting in which each voter is given as many votes as there are positions to be filled and allowed to cast those votes for one candidate or distribute them in any way among the candidates.

*5 indemnify (?®n-d?¨m?´ne-f?¬?´) verb, transitive
indemnified, indemnifying, indemnifies
1. To protect against damage, loss, or injury; insure.
2. To make compensation to for damage, loss, or injury suffered.

[Latin indemnis, uninjured (in-, not; See in-1 + damnum, harm, damage entailing liability) + -fy.]
- indem´nifi´er noun

*6 ad valorem (? d?´ ve-l?´r?´em, -lor´-) adjective
Abbr. a.v., a/v, ad val.
In proportion to the value: ad valorem duties on imported goods.

[Latin ad, to + valorem, value.]

Excerpted from The American Heritage® Dictionary of the English Language, Third Edition © 1996 by Houghton Mifflin Company. All rights reserved.