BY-LAWS OF COLORADO WILDERNESS RANCH LAND OWNERS ASSOCIATION, INC.
1. Identity: These are the By-Laws of Colorado Wilderness Ranch Land Owner’s Association, Inc., hereinafter referred to as the Association, a Corporation not for profit under the laws of the State of Colorado, the Articles of Incorporation thereof having been filed in the Office of the Secretary of State, State of Colorado, on_______, 19____. The Association has been organized for the sole purpose of providing for the maintenance, preservation and control of the Common Area and any real property which has been presented to the Declaration of Covenants, Conditions, Restrictions and Easements, and protect the subdivision from Trespasses by members of the public who have no right, title, interest or authority to fish, hunt, cut wood or commit vandalism or do other illegal acts or infringe upon the peaceful enjoyment of the lands of the owners and members of the Association in it’s entirety.
1.1 The initial office of the Association shall be P.O. Box 1091, Craig, CO. 81626.
1.2 Fiscal year of the Association shall be the calendar year.
1.3 The seal of the Association shall bear the name of the Association, the word “Colorado” the words “Corporation not for profit”, and the year of incorporation, an impression of which is as follows:
2. Members’ meetings:
2.1 Special meetings of the members shall be held whenever called by the President of Vice President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from one-half of the entire membership.
2.2 Notice of all meetings of the members, stating the time and place and the objects for which the meeting is called shall be given by the President or Vice President or Secretary unless waived in writing. Such notice shall be in writing to each member in good standing with the Association at his address as it appears on the books of the Association, and/or Moffat County Assessor’s records, and shall be mailed not less than twenty (20) days nor more than sixty (60) days prior to the date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving notice. Notice of meeting may be waived before or after the meeting.
2.3 A quorum at the meeting of the members shall consist of not less than one tenth (1/10) of the individual lot owners of the Association, present in person or by Proxy. The acts approved by two-thirds (2/3) of the votes cast, including the Proxy votes, at which a quorum is present shall constitute the acts of the members, except when approval by a greater number of members is required by the Declaration of the Association, the Articles of Incorporation, or these By-Laws.
A. At any meeting of members, each member in Good Standing shall be entitled to cast one vote. An owner shall not be deemed a member of the Association in good standing and shall not be entitled to vote unless the annual assessment has been paid. Any vote by mail arriving twenty (20) days after specified deadline shall not be effective.
B. If a lot is owned by one person, his right to vote shall be established by the record title to his lot. If a lot is owned by more than one person, the person entitled to cast the vote for the lot shall be designated by a certificate signed by all of the record owners of the Lot and filed with the Secretary of the Association. If a Lot is owned by a Corporation, the person entitled to cast the vote for the Lot shall be designated by a certificate signed by the President or Vice President and attested by the Secretary of the corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the Lot concerned. A certificate designating the person entitled to cast the vote of a Lot may be revoked by any owner of the Lot. If such certificate is not on file, the vote of such owners shall not be considered in determining the requirement for a quorum nor for any other purpose.
2.5 Proxies. Votes may be cast in person or by proxy. A proxy may be made by any person entitled to vote and shall be valid only for the particular meeting designated in the proxy and must be filed with the Secretary of the Association before any adjournment of the meeting.
2.6 Adjourned meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present.
2.7 The order of business at the annual meetings of the members and as far as practical at the other meetings of the members shall be as follows:
a. Reports of Officers
b. Reports of Committees
c. Unfinished business
d. New Business
3.1 Membership. The affairs of the Association shall be managed by a Board composed of not less than three (3) nor more than seven (7), the exact number of directors to be varied only by amendment to these By-Laws.
3.2 Election of directors shall be conducted in the following manner:
a. Election of directors shall be as follows: nominations for the director positions to be filled for the next calendar year will be collected at the annual summer meeting.
b. A nominating committee of three (3) members shall be appointed by the Board of Directors not less than ten (10) days prior to the mailing to the members. The committee shall nominate a total of three or four (3 or 4) members in good standing each year, depending on the number of directors needed. Also, written nominations will be accepted. Each year you will have either three or four (3 or 4) new directors and three or four (3 or 4) carry overs, for a total of 7 directors to be in office each year.
c. The election shall be by ballot and by a plurality of the votes cast, each person voting to be entitled to cast his votes for as many nominees as there are vacancies to be filled. There shall be no cumulative voting.
d. Except as to vacancies created by removal of directors by the members, vacancies in the Board of Directors occurring between annual mailings to the members, shall be filled by the remaining directors.
e. Any director may be removed by concurrence of two-thirds (2/3rds) of the votes of the entire membership at a special vote of the members called for that purpose.
f. Each director must be a member in good standing and not related to any other current director.
3.3 The term of each director’s service shall be for two (2) years, until the next bi-annual vote of the members, and subsequently until his successor is duly elected and qualified, or until he is removed in the manner elsewhere provided.
3.4 The organization meeting of a newly-elected Board of Directors shall be held within ten (10) days of their election, at such place and time as shall be fixed by the directors at the meeting at which they were elected and no further notice of the organization meeting shall be necessary.
3.5 Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. Notice of regular meetings shall be given to each director, personally or by mail, telephone and/or internet at least three (3) days prior to the date stated for such meeting.
3.6 Special meetings of the directors may be called by the President and must be called by the Secretary at the written request of one-third of the directors. Not less than three (3) days’ notice of the meeting shall be given personally or by mail, telephone and/or internet, which notice shall state the time, place and purpose of the meeting.
3.7 Waiver of notice. Any director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice.
3.8 A quorum at meetings of the directors shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at a meeting at which a quorum is present, shall constitute the acts of the Board of Directors, except when approval by a greater number of directors is required by the Articles of Incorporation, or these By-laws.
3.9 Adjourned meetings. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business that might have been transacted at the meeting as originally called may be transacted without further notice.
3.10 Joinder in meeting by approval of minutes. The joinder of a director in the action taken at a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such director for the purpose of determining a quorum.
3.11 The presiding officer at meetings of the directors shall be the President; in the absence of the President, the directors present shall designate one of their number to preside.
3.12 The order of business at meetings of the directors shall be as follows:
a. Calling the roll
b. Proof of due notice or waiver of notice of the meeting
c. Reading and disposal of any unapproved minutes
d. Election of officers (when needed annually)
e. Unfinished business
f. New business
3.13 There shall be no fees paid to Directors. However, any Director may be reimbursed for actual expenses incurred in the performance of such Director’s duties.
4. Powers and duties of the Board of Directors. All of the powers and duties of the Association existing under the Articles of Incorporation and these By-Laws shall be exercised exclusively by the Board of Directors, its agents, contractors, or employees, subject only to approval by Lot owners when such is specifically required.
4.1 The Directors shall not have the right to borrow funds in the name of the corporation.
4.2 The Directors must insure and keep insured, all the insurable property contained in the Common Area, and carry liability insurance where applicable.
4.3 The Directors shall have the power to levy and collect the pro-rated annual assessments to be paid by each member. The amount of such assessment to be determined by 2/3 of the Directors.
4.4 The Directors shall have the power to seek damages from an owner with respect to abiding by the covenants of the land and the By-Laws of the Association.
4.5 The Directors shall have the power to act as a design review committee to protect the quality and nature of the sub-division.
5.1 The executive officers of the Association shall be a President, Vice President, Treasurer, Secretary, all of whom shall be elected annually by the Board of Directors, and who may be peremptorily removed by vote of the directors at any meeting. Any person may hold two or more offices except that the President shall not also be the Secretary. The Board of directors, from time to time, shall elect such other officers and designate their powers and duties as the Board shall find to be required in the management of the affairs of the Association.
5.2 The President shall be the chief executive officer of the Association. He shall have all of the power and duties usually vested in the office of President of an association, including, but not limited to, the power to appoint committees from among the members from time to time, as he in his discretion may determine appropriate, to assist in the conduct of the affairs of the Association.
5.3 The Vice President, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. He also shall assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the directors.
5.4 The Secretary shall keep the minutes of all proceedings of the directors and the members, shall attend to the giving and serving as all notices to the members and directors and other notices required by law. He/She shall have custody of the seal of the Association and affix it to instruments requiring a seal when duly signed. He/She shall keep the records of the Associations, except those of the Treasurer and shall perform all other duties incident to the office of secretary of an association and as may be required by the directors or the President.
5.5 The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness, and shall keep the books of the Association in accordance with good accounting practices, as well as perform all other duties incident to the office of Treasurer as prescribed by the Board of Directors.
5.6 The compensation of all employees of the Association shall be fixed by the directors. The provision that there shall be no fees paid to directors shall not preclude the Board of Directors from employing a director as an employee of the Association, nor preclude the contracting with a director for the management of the Association.
6.0 Fiscal Management. The provision for fiscal management of the Association set forth in the Articles of Incorporation shall be supplemented by the following provisions:
6.1 Accounts. The receipts and expenditures of the Association shall be credited and charged to accounts under the following classifications as shall be appropriate, all of which expenditures shall be common expenses:
a. Current expenses, which shall include all receipts and expenditures within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves, or to additional improvements. The balance in this fund at the end of any given year shall be applied to reduce the assessments for current experiences for the succeeding year, if felt to be in excess by a majority vote of the Directors.
6.2 Budget. The Board of Directors shall adopt a budget for each calendar year that shall include the estimated funds required to defray the common expenses and to provide and maintain reasonable funds and reserves, according to good accounting practices for unforeseen expenses.
6.3 The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board of Directors, and in which the moneys of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the directors. These persons shall be bonded. The Association must obtain adequate fidelity bonds for all officers and employees handling or responsible for assessments, insurance proceeds or any other funds relating to the Association. The premiums on such bonds shall constitute a common expense.
6.4 An audit of the accounts of the Association shall be made annually by a certified public accountant, and a copy of the audit report shall be furnished to each member not later than April 1 of the following year for which the audit is made.
7.1 An owner of a Lot shall maintain his lot so that the Lot or any other Lot Owner will not be damaged by his neglect.
7.2 An owner shall not post any advertisements or posters of any kind in or on the project except as authorized by a majority of the Board of Directors.
7.3 Owners shall refrain from DEFACING ANY of the natural environments along the public roads and access areas.
7.4 To allow for the general use of the Subdivision for any commercial use or venture, a vote for the membership as declared in Section 2.3 and 2.4 shall be taken.
a. Any revenue received from such ventures will be credited to the Association and deposited in accordance with Section 6.3 of the By-Laws.
7.5 Any party or parties using owner’s property are bound by the same regulations as owners.
8. Committees. Board of Directors shall appoint a Nominating Committee as provided in these By-Laws. In addition, the Board of Directors may appoint other committees as deemed appropriate in carrying out its purpose.
9. Indemnification. The Association shall indemnify every Director and Officer, or former Director of Officer, and their respective successors, personal representatives, and heirs, against all loss, costs, and expenses, including counsel fees, reasonably incurred by such person in connection with any action, suit, or proceeding to which such person may be made a party by reason of such person’s being or having been a Director of officer if the Association, except as to matters as to which such person shall be finally adjourned in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the Association. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of such person’s duties as such Director or officer. The foregoing rights shall not be exclusive of other rights to which such Director or officer may be entitled. All foregoing indemnification provisions shall be treated and handled by the Associations as common expenses.
10. Amendments. These By-Laws may be amended in the following manner:
10.1 Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.
10.2 A Resolution adopting a proposed amendment may be propose by either the Board of Directors of the Association or by the members of the Association. Director and member not present in person or by proxy may express their approval in writing to the Secretary. Such approvals must be either by:
a. Not less than two thirds (2/3) of the Board of Directors and by not less than thirty three and one third (33-1/3) of the votes of the entire membership of the Association or:
b. By not less than two thirds (2/3) of the votes of the entire membership of the Association.
11. Approval. These By-Laws may be executed on counterpart execution pages by the officers of the Association.
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HOMEOWNERS ASSOCIATION POLICY REGARDING COLLECTION OF UNPAID ASSESSMENTS
This policy relates to the collection of assessments charged to owners of lots within the association. For purposes of this policy, “assessments” include fees charged against the owners of a lot for common expenses (and any limited common elements relating to such lot, if any), and any fees, attorney’s fees and interest, and any fines, charges, late charges or penalties imposed by the association after a determination has been made that an owner has violated the governing documents of the association and failed to correct such violation in accordance with the association’s policy relating to enforcement of covenants and any other fees or charges to which the association is entitled. Assessments are payable when due, without set-off or deduction.
The obligation to pay assessments is an independent covenant. Each owner, by acceptance of a deed for property located in the subdivision, is deemed to covenant and agrees to pay the association for all assessments levied by the association against a lot and the owners thereof, in accordance with the provisions of the Declaration, bylaws, policies and rules and regulations of the association and Colorado law.
Assessments charged to owners of lots within the association must be paid on the first of the month. Any assessment which is not paid within 10 days from the date it is due shall be considered past due and delinquent. A late fee of 5% will be charged once any assessment is delinquent. Thereafter, if the assessment is not paid within 10 days of the due date, the assessment shall bear interest at the rate of five percent (5%) per annum until paid. A charge for any returned check shall be imposed, which shall be the greater of either $35 per check, or the actual charge from the financial institution returning the check. Any payments received for delinquent assessments shall first be applied to the interest, then late charges, then to attorney’s fees and costs, and then to the principal balance of such delinquent assessments. Notwithstanding the foregoing, the order of payment on any delinquent assessment may be altered or modified by the association board.
Under the Colorado Common Interest Ownership Act (CCIOA), the association has a statutory lien on a lot for any assessments levied against the lot imposed against its owner from the time each assessment becomes due. Any such assessment shall be a charge on the land and shall be a continuing lien against which such assessment or charge is being made. The association shall have all the remedies available to it under the governing documents of the association (i.e. Declaration, Articles, Bylaws and Policies) and under CCIOA, which include placing and foreclosing a lien on a lot, and/or filing suit against an owner.
The association board may take the following action if any owner is in default in paying an assessment:
(A) The board may contact an owner in writing, demanding immediate payment thereof. Any means of written communication may be used, including regular mail, facsimile or electronic transmission. At a minimum, the amount of assessments claimed to be due, and general bases for such amount should be provided; however, the association may provide the information contained in subsection (B). Additional notices may be provided if payment is not made and/or additional assessments accrue.
(B) The board may refer any delinquent account owed to the association to a collection agency or to an attorney to take legal action to collect the amount due the association. However, before such account is referred, the board shall give the owner written notice of delinquency, which shall include (i) the total amount due and an accounting of how such amount was determined; (ii) whether an opportunity to enter into a payment plan exists and instructions for contacting the association to enter into such a payment plan; (iii) the name and contact information that the owner must contact to request a copy of the owner’s ledger in order to very the amount of the debt; and (iv) that action is required to cure the delinquency and that failure to do so within 30 days may result in the owner’s account being turned over to a collection agency or attorney; the filing of a suit against the owner and/or filing and foreclosure of a lien against the lot owned by the owner; or other remedies available under Colorado law. Subject to subsection (C), the notice shall also contain an offer of a one-time opportunity to enter into a six (6) month repayment plan for such unpaid assessments. This plan must permit the owner to pay off the deficiency in equal installments over a period of at least six months; however, the plan shall require the owner to pay all regular assessments as they come due during the repayment period.
(1) The notice to be given here-under shall contain a deadline by which the owner must accept the proposed plan, in writing, or to first request a copy of the owner’s ledger, or statement showing all amounts due, which deadline shall be a reasonable time after such notice is given, but not less than 7 days. If an owner requests a copy of the owner’s ledger or statement by the deadline, the deadline for accepting a proposed plan shall be extended to 7 days from the date the ledger or statement is mailed to the owner. Upon a request for a copy of the ledger or statement made personally in writing, sent certified mail, first class postage prepaid, return receipt requested, to the association’s registered agent, by an owner, an owner’s designee or a holder of a security interest or its designee, the association shall mail the same to the inquiring party within 14 calendar days after receipt thereof and shall be binding on the association, the board, and any owner. IF NO STATEMENT IS FURNISHED TO THE OWNER OR HOLDER OF A SECURITY INTEREST OR HIS/HER/ITS DESIGNEE, DELIVERED PERSONALLY OR BY CERTIFIED MAIL, FIRST CLASS POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE INQUIRING PARTY, THEN THE ASSOCIATION SHALL HAVE NO RIGHT TO ASSERT A LIEN UPON THE LOT OF SUCH OWNER FOR UNPAID ASSESSMENTS WHICH WERE DUE AS OF THE DATE OF THE REQUEST. The foregoing limitation shall only apply if a request is made under the terms stated above, and shall not otherwise limit the association’s right to collect such unpaid assessments under Colorado law. Any such request and any acceptance of a proposed plan by an owner must be in writing and must be received by the association by the deadlines provided for herein. (2) If a proposal is not accepted within the deadline provided for herein, the proposal shall be deemed rejected by the owner, and thereafter the association may pursue all of its remedies under its governing documents and/or Colorado law. (3) If any owner fails to comply with the terms of the plan, including but not limited to, the payment of regular assessments as they come due during the plan, the owner shall be in default and the association shall be allowed to pursue collection of all amounts due from the owner under Colorado law and take any other action allowed by law.
(C) The association shall not be required to offer a repayment plan if: (i) the owner has previously entered into a repayment plan; or (ii) the owner does not occupy the residence on the lot and has acquired his/her lot as a result of a default of a security interest encumbering the lot or a foreclosure of the association’s lien.
(D) The board may place a lien on any lot when any assessment is delinquent. However, before foreclosing on said lien for past due assessments: (i) the total amount of assessments must be equal to or exceed six (6) months of common expense assessments based on a periodic budget adopted by the association. If such assessments are made only on an annual basis, the amount of delinquent assessments must equal or exceed one-half of the annual assessment; and (ii) the board must have formally resolved, by a recorded vote, to authorize the filing of a legal action against a specific lot on an individual basis. The board may not delegate this duty to any attorney, insurer, manager or other person, and any legal action to foreclose on such lien filed without evidence of the recorded vote authorizing the action must be dismissed; and no attorney’s fees, court costs or other charges incurred by the association connected with an action that is dismissed for this reason may be assessed against the owner of such lot.
As to any delinquent assessments, the board has the discretion to waive any late fee, interest, fine or penalty and/or negotiate any settlement of any delinquent assessment owed to the association by any owner, except as otherwise required herein or under Colorado law. Except as to any matter contained herein which is required or prohibited under CCIOA or Colorado law, the board may take any other action as allowed by law.
Any amount due which is enforced by foreclosure of the defaulting owner’s lot by the association shall be in a like manner as a mortgage on real property. In such foreclosure, the owner shall be required to pay the costs and expenses of such proceedings, including reasonable attorney’s fees.
The association, through the Board of Directors, may also bring an action at law against an owner personally liable to pay for any assessment. In the event a judgment is obtained, such judgment shall include interest on the assessment, charge or fine and reasonable attorney’s fees to be fixed by the court, together with the costs of the action.
Nothing contained herein shall prohibit the association from retaining an attorney to communicate with any owner demanding compliance with the governing documents of the association, such as writing a letter to an owner for a violation of the covenants, without prior notice to an owner as required in section (B), so long as such communication does not include a demand for payment of assessments as described herein.
All owners of a lot are jointly and severally liable for all assessments incurred during such owner’s ownership of said lot, which shall include any reasonable attorney’s fees incurred by the association in enforcing the covenants or collecting any assessments, including, but not limited to, any fees incurred before a lien is placed on the lot or a suit is filed. No owner may waive or otherwise escape liability for assessments, charges, attorney’s fees fines or penalties by the non-use of the common areas or abandonment of his or her lot, or asserting that services, duties or obligations of the association have not been performed.
Adopted on 10/17/2013
Vicki Burns, Secretary