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[1] BYLAWS
OF
COTTONWOOD BLUFFS HOA
ARTICLE I
NAME AND LOCATION
Section 1. The name of the corporation is Cottonwood Bluffs HOA, hereinafter referred to as the "Association."
Section 2. The principal office of the corporation shall be located at Grand Junction, but meetings of members and directors may be held at such places within the State of Colorado, County of Mesa, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean and refer to Cottonwood Bluffs HOA, its successors and assigns.
Section 2. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
Section 3. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the office of the Clerk and Recorder of Mesa County, Colorado.
Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
Section 5. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.
Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the 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 7. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions of Cottonwood Bluffs Subdivision.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The annual meeting of the members shall be held on the last Thursday of April of each year at the hour of 6:30 p.m.
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-fifth (1/5) of all of the votes of the membership.
Section 3. Notice of Meeting. Written notice of each meeting of the members shall be given by, or at the discretion of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (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. The notice shall comply with the provisions of §38-33.3-308, C.R.S.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies to cast, forty percent (40%) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in 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 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 and shall comply with the provisions of §38-33.3-310, C.R.S.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) directors.
Section 2. Term of Office. At the annual meeting, the members shall elect directors for a term of three years.
Section 3. Removal. Any director, other than a director appointed by the Declarant, may be removed from the Board, with or without cause, by a vote of sixty-seven percent (67%) of the members of the Association present and entitled to vote at any meeting at which a quorum is present. 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.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. 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 until the close of the next 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 or nonmembers.
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 is not permitted.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1 Regular Meetings. Regular meetings of the Board of Directors shall be held annually, immediately following the annual member’s meeting, or at such 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. All meetings shall be noticed in compliance with §38-33.3-308, C.R.S.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, a majority of the executive board or by unit owners having twenty percent (20%) of the membership, after notice pursuant to §38-33.3-308(1), C.R.S.
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. CCIOA Amendment. Effective January 1, 2006, the provisions of §38-33.3-308(2), (2.5), (3), (4), (4.5), (5), (6) and (7) regarding meeting notice, member attendance and participation at Board meetings and executive sessions shall be applicable.
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, 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 right to use of the irrigation facilities 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 60 days for infraction of published rules and regulations;
c. exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; and
d. employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
a. cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or upon a request pursuant to §38-33.3-317, C.R.S.;
b. supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
c. as more fully provided in the Declaration, to:
(1) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(2) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same.
d. issue, or to cause an appropriate officer to issue, within fourteen (14) days of demand by any persons, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
e. procure and maintain adequate liability and hazard insurance on property owned by the Association;
f. cause all officers or employees having fiscal responsibilities to be bonded, pursuant to §38-33.3-313, C.R.S;
g. cause the Common Area to be maintained.
ARTICLE VIII
OFFICERS AND THEIR 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 and 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 three (3) years unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
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 the case of special offices created pursuant to Section 4 of this Article.
Section 8. 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; shall sign promissory notes and shall sign and record all covenant amendments.
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; 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 promissory notes of the Association; keep proper books of account; and shall ensure that the treasurer, managing agent, public accountant or certified public accountant prepares an annual budget and a financial statement to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. If at any time during the year a check must be written for any expense that exceeds or has not been approved in the current fiscal year’s budget, the President must approve in writing or by email said check(s). This approval shall be kept with a copy of the invoice.
ARTICLE IX
COMMITTEES
The Association shall appoint a Nominating Committee, as provided in these Bylaws. 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 be maintained in accordance with §38-33.3-317, C.R.S. and shall, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent, unless a letter requesting a payment plan is submitted to the board prior to the due date. The letter must state the reason and the board must agree. The plan shall be for six payments over the next six months. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 12 percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XII
AMENDMENTS
Section 1. 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.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIII
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the Directors of the Cottonwood Bluffs HOA, have hereunto set our hands this _____ day of ____________, 201__.
__________________________________________
__________________________________________
__________________________________________
CERTIFICATION
THAT I am the duly elected and acting secretary of Cottonwood Bluffs HOA, a Colorado corporation, and,
THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the _______ day of _________________, 201__.
IN WITNESS WHEREOF, I have hereunto subscribed my name this _____ day of ___________________, 201___.
__________________________________________
Secretary
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