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BLUE RIVER
VALLEY RANCH LAKES ASSOCIATION
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By-Laws
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Approved
at Annual Shareholder’s Meeting held on May 14, 1994
by the Shareholders
present or represented.
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ARTICLE I
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Section
1. The name of this Association shall be The Blue River Valley Ranch
Lakes
Association.
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Section
2. The permanent address
of the Association shall be
P.O. Box 31, Silverthorne, Colorado, 80498.
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Section
3. Other offices
may be established from time to time by the Board of Trustees
at such place as
may be deemed convenient.
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Section
4. The Association
is organized, and shall be operated exclusively for pleasure,
recreation, and
other nonprofit purposes and no part of the net earnings of the
Association, if
any, shall inure to the benefit of any private Shareholders. (top of page)
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ARTICLE
II – SHAREHOLDERS MEETING
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Section
1. The annual
Shareholders meeting shall be held on the third (3rd) Saturday
of May, at a time and place deemed convenient and set by the Board of Trustees.
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Section
2. At the annual
Shareholders meeting the business shall be election to the
Board of Trustees,
and such other business as is proper at a Shareholders meeting.
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Section
3. A quorum shall
consist of a majority of the shares, not delinquent in any
assessments, as shown
on the Association books ten (10) days prior to any meeting.
If no such majority is present or represented by proxies at any meeting
of the
Shareholders, the meeting may be adjourned for no more than thirty (30)
days by
those Shareholders present or represented, at a time fixed for another
meeting of the
Shareholders. If at
such a meeting a quorum is not present by
the Shareholders,
the Trustees are then empowered to act for the Shareholders.
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Section
4. Proxy shall be
by an instrument in writing, subscribed to by the Shareholder
and bearing a date
not more than one year prior to said meeting, unless the instrument
itself provides for a longer period.
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Section
5. Each
Shareholder registered on the books of the Association, who is in good
financial
standing in the Association ten (10) days prior to the meeting of the
Shareholders, shall have one vote and any shares registered on the books of the
Association after ten (10) days prior to the meeting or not in good financial
standing shall
not be allowed to vote. Any Lot in the Association titled in the names of husband and
wife as joint tenants shall be considered one Shareholder interest entitled to
one vote.
The one vote may be cast
by either of the joint owners without necessity of a proxy from
the other.
A Lot in the Association that is titled in joint ownership by any two or
more
persons or other entities other than husband and wife shall be considered
one
Shareholder interest entitled to one vote.
The vote may be cast by any one of such
joint owners present or
represented at such meeting without the necessity of a proxy
from the others, and in case of disagreement of the joint owners regarding a voting
situation, a
majority shall prevail to cast the one vote.
In case of a deadlock between
joint owners, the vote shall not be
counted.
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Section
6. The vote for Trustees shall not be cumulative and shall
be by written ballot.
Upon demand
of any Shareholder, the vote on any question before the meeting shall be
by
written ballot.
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Section
7. All voting
shall be decided by a plurality unless otherwise provided by these
By-Laws.
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Section
8. A thirty (30)
day written notice of the annual meeting shall be given to
all Shareholders, as
provided by law, unless waived by all the Shareholders.
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Section
9. Special meetings of the Shareholders for any purpose may
be called by the
President, and must be called by the President or Secretary at
the request, in writing, of
twenty-five percent (25%) of the Shareholders who
are entitled to vote. Such request
shall state the purpose of the proposed meeting and set a date.
No business shall be
transacted at such special meeting unless it is to
be in accord with the object stated in
the call.
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Section
10. Written notice
shall be given at least ten (10) and not more than thirty
(30) days prior to the
date of such special meeting and shall be mailed to all Shareholders
at such addresses as appear on the books of the Association, unless notice is waived.
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ARTICLE III-
TRUSTEES
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Section
1. The business of
this Association shall be managed by its Board of Trustees,
nine in
number, three to be elected at each annual meeting and who shall serve
three-year terms.
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Section
2. All candidates
for election to the Board of Trustees shall sign a Consent to
Serve form prior
to the voting and must be Shareholders in good standing.
(Sample of
this form is attached hereto.)
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Section
3. Meeting of the Board of Trustees.
Regular meetings of the Board of
Trustees shall be held at a time and
place that the Board deems convenient. There
shall
be at least four meetings annually. *
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Section
4. Special meetings of
the Board may be called by the President on five days
notice to each Trustee,
either personally, by mail, or otherwise, unless waived in writing
by said
Trustees. Such special meeting
shall be called at the written request of a
majority of the Trustees as well.
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Section
5. In addition to
the powers expressly conferred by these By-Laws, the Board
may exercise all
powers of the Association and do all lawful acts that the Association
might do according to the laws of the State of Colorado and the Certificate of
Incorporation.
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Section
6. At any meeting of the Board of Trustees, a majority vote
of
those present
or represented by proxy shall be necessary to constitute an act of
the Trustees. All
assessments and
dues must be current ten (10) days prior to meetings of the Board
of Trustees
for voting eligibility.
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Section
7. The Trustees
shall have the power to declare and set assessments, subject
to approval by the
membership. A Lot in said Block 1, titled in the names of husband and
wife as joint tenants or two or more adults constituting one household as joint owners
shall be considered one Shareholder interest for purposes of assessment.
The above
provisions as to Shareholder interest and assessments shall
apply in all cases unless
altered or waived by action of the Board of Trustees.
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Section
8. At the Trustees
meeting immediately following the annual meeting, the
Trustees shall select a
Nominating Committee composed of three members consisting of
full and part time residents. This
Committee is to select candidates for election to the
Board of Trustees at the next annual meeting. Their term of
office shall be for one (1)
year. (top of
page)
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ARTICLE IV
– OFFICERS
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Section
1. The Officers of
this Association shall be a President, Vice-President, Secretary and Treasurer
to be chosen from the elected Trustees or appointed to the
office from the
membership. This selection will be
done by the Board of Trustees at a meeting called for that purpose immediately
following the annual meeting.
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Section
2. The Board of
Trustees may appoint such agents as it shall deem necessary
who shall hold their
offices for such terms and exercise such powers and perform such
duties as shall be determined from time to time by the Board of Trustees.
Such agents
may also be appointed by the President of the Association,
pending approval by the
Board of Trustees.
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Section
3. The salaries of
all Officers of the Association shall be fixed by the Board
of Trustees, and
shall not exceed $1.00 per year.
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Section
4. The Officers
and agents of the Association shall hold office for a term of
one year or until
removed or their successors are chosen or qualified in their stead.
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Section
5. President.
The President shall be Chief Executive Officer of the Association,
and shall have the general active management of the Association; shall see that all
orders
and resolutions of the Board of Trustees are carried into effect; shall
execute Stock
Certificates, contracts, checks, and notes and shall have the
general powers and duties
of supervision and management usually vested in the
office of the President of an
Association.
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Section
6. Vice-President.
The Vice-President shall perform all duties of the President
in the
absence of the President or in the inability to, or refusal of the President to
act
in accordance with resolutions of the Board of Trustees.
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Section
7. Secretary.
It shall be the duty of the Secretary to keep an accurate
account of the
affairs of the organization and of all meetings, and to be in charge of
the
Corporate Seal of the Association and shall affix the same to all documents
requiring
said corporate seal and attest the same.
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Section
8. Treasurer.
The Treasurer shall have the custody of the Corporate funds
and securities and shall keep full and accurate accounts of all receipts and
disbursements
in books belonging to the Association, and shall deposit all other
monies and other
valuable effects in the name of and to the credit of the
Association in such depositories
as may be designated by the Board of Trustees.
The Treasurer shall disburse funds of
the Association subject to the
authority of the Board of Trustees and shall render to
the President and
Trustees at the regular meeting of the Board, or whenever they may
require
it,
an account of all the transactions as Treasurer and of the financial condition
of the Association. The books of
the Association shall be audited, at least annually, by
a
qualified Auditor approved by the Board of Trustees.
(top of page)
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ARTICLE V
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Section
1. Vacancies.
If the office of any Trustee or any Officer or agent becomes
vacant by
reason of death, resignation, retirement, disqualification, removal from office,
or otherwise, then the Trustees, at a meeting called for that purpose, shall
choose a
successor or successors who shall hold office for the unexpired term.
The office of any
Trustee, Officer or agent
shall be considered vacant if two regular and/or special meetings
are missed
without an excused absence or the office of any Trustee or Officer may be
declared vacant by a majority vote of the board of Trustees in the event of
failure to
fulfill the requirements stated on the Consent to Serve form that the
individual has signed.
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Section
2. Transfer of Shares.
Transfer of shares shall be made on the books of the
Association only by
the person named in the Certificate or by an attorney lawfully
constituted in
writing and upon the surrender of the Certificate therefore.
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Section
3. Registered Shareholders.
The Association shall be entitled to treat the
holder of record of any
share as the holder in fact thereof and, accordingly, shall not be
bound to
recognize any equitable or other claims to or interest in such share on the part
of another person, whether or not it shall have express or other notice thereof.
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Section
4. Lost
Certificates. Any person
claiming a Certificate to be lost or destroyed
shall make affidavit or
affirmation of the fact and advertise the same in such manner as
the Board of
Trustees may require and shall, if the Trustees require, give the Association
a
Bond of Indemnity, in form and with one or more sureties satisfactory to the
Board, in
an amount suitable to the Board, thereafter a new Certificate may be
issued to replace
the one alleged to be lost or destroyed. (top
of page)
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ARTICLE VI
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Section
1. These By-Laws
may be altered or amended by a two-thirds (2/3) vote
of the Shareholders
present or represented at an annual meeting or special meeting and
provided that
the proposed record at least thirty (30) days in advance of such meeting,
and
provided also that no change of the time or place shall be made within thirty(30)
days prior to the day on which such election is held. (top
of page)
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ARTICLE VII
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Section
1. The Association
shall be responsible for maintenance of the water source
and delivery of
water through the main line running down Brook Avenue and Rainbow
Drive.
Each Shareholder of record shall be responsible for their individual tap
to the
main and the maintenance of their line from the tap.
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Section
2. Water rights
shall not be conveyed to the new purchaser of any share
unless dues and
assessments against the previous Shareholder are paid in full.
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Section
3. Should any
Shareholder become more than three (3) months in arrears in
the payment
of dues or assessments, the Board of Trustees may close and lock
that
Shareholder’s water tap, and that Shareholder shall lose all the rights and
privileges
of membership, including fishing for themselves and their guests,
garbage collection,
voting, and grazing of animals, etc.
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Section
4. For
Shareholders desiring to pay their dues monthly, accounts will be
considered past due on the 15th of the billed month. For Shareholders
paying their
dues quarterly, semi-annually or annually, accounts will be considered past due
on
the 1st day of the second month following billing. An interest of 1.5%
will be charged
monthly on all past due accounts or balances due. (top of page)
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ARTICLE
VIII - Approval of Additions
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Section
1. Plans for all new
buildings, cabin additions, fences or sheds must be
submitted to and approved by
a majority of the board of Trustees, prior to
beginning construction. Such structures must conform to the Summit County Zoning
and Building
Codes.
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Section 2. House Trailers will not be
permitted on Lots. A recreation vehicle may be parked on any lot for one
summer season if construction of a residence is in progress
on the property. EXCEPTION - guests of members may park their recreational
vehicle
on the lot of the member (next to a cabin)
for a limited time.
(top
of page)
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ARTICLE IX
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Section
. All livestock
on Association property must be approved by the Board of
Trustees. (top
of page)
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ARTICLE X
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Section
1. Work Obligation.
Shareholders not participating in at least twelve
hours on a work program per calendar year will be billed an amount to be
declared and set by the Board of Trustees, subject to approval by the
membership. This billing will be
done at the end of the fiscal year and shall draw interest at the rate of 1.5%
per month, beginning thirty (30) days after the charge is imposed and continuing
until paid.
(top
of page)
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ARTICLE XI
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Section
1. All the provisions of the Colorado Common Interest Ownership
Act,
C.R.S. Title 38, Article 33.3, which are made applicable to this
Association by the
Act (C.R.S. 38-33.3-117) and all subsequent amendments of
such applicable sections,
are hereby incorporated by reference into these
By-Laws. Those statutory sections
are as follows:
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“38-33.3-302.
Powers of unit owners’ association.
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1.
Except as provided in subsection (2) of this section, and subject to the
provisions of the Declaration, the Association, without specific authorization
in the Declaration, may: (a) adopt
and amend bylaws and rules and regulations; (b)
adopt and amend budgets for revenues, expenditures and reserves, and collect
assessments for common expenses from unit owners;
(c) hire and terminate managing agents and other employees, agents and
independent contractors; (d) institute, defend or intervene in litigation or
administrative proceedings in its own name on behalf of itself or two or more
unit owners on matters affecting the common interest community; (e) make
contracts and incur liabilities; (f) regulate the use, maintenance, repair,
replacement, and modification of common elements; (j) impose and receive any
payments, fees, or charges for the
use, rental or operation of the common elements other than limited common
elements described in Section 38-33.3-202(1)(b) and (1)(d); (k) impose charges
for late payment of assessments, recover reasonable attorney fees and other
legal costs for collection of assessments and other actions to enforce the power
of the association, regardless of whether or not suit was initiated, and after
notice and an opportunity to be heard, levy reasonable fines for violations of
the declaration, bylaws and rules and regulations of the association;
(l) impose reasonable charges for the preparation and recordation of
amendments to the declaration or statements of unpaid assessments; (m) provide
for the indemnification of its officers’ and executive board and maintain
directors’ and officers’ liability insurance; (o) exercise any other powers
conferred by the declaration or bylaws; (p) exercise all other powers that may
be exercised in this state by legal entities of the same type as the
association; and (q) exercise any other powers necessary and proper for
governance and operation of the Association.
(top of page)
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ARTICLE
XII
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Section
1. Roberts Rules of
Order Newly Revised will be the parliamentary authority
in all items not
covered in these By-Laws.
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The above
by-Laws were approved at the annual Shareholders Meeting held on
May 14, 1994,
by the Shareholders present or represented.
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*
Updated May 18, 1996
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**
Updated May 20, 2000
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