AMENDED AND RESTATED BYLAWS
OF
SILVERJACK HOMEOWNERS ASSOCIATION
a Colorado nonprofit corporation
ARTICLE I
FUNCTIONS AND DEFINITIONS
Section 1.1 Purposes and Objects. The purpose for which this nonprofit corporation is formed is to govern Silverjack Subdivision, a common interest community in Gunnison County, Colorado, in accordance with the terms and conditions of the Amended and Restated Declaration of Silverjack Subdivision, and the Amended and Restated Articles of Incorporation of Silverjack Homeowners Association, a Colorado non-profit corporation.
Section 1.2 Compliance. All present or future owners or any other person who might be present on any Lot or use any of the Common Areas in any manner are subject to the provisions set forth in these Bylaws.
Section 1.3 Definitions. The Definitions contained in the Declaration are incorporated by reference.
Section 1.2 Compliance. All present or future owners or any other person who might be present on any Lot or use any of the Common Areas in any manner are subject to the provisions set forth in these Bylaws.
Section 1.3 Definitions. The Definitions contained in the Declaration are incorporated by reference.
ARTICLE II
MEMBERSHIP
Section 2.1 Automatic Membership. A Lot Owner, upon becoming an owner, shall be entitled and required to be a member of the Association and shall remain a member for the period of his or her ownership.
Section 2.2 One Membership. There shall be one membership in the Association for each Lot. Such membership shall be appurtenant to the Lot and shall be transferred automatically by a conveyance of that Lot to any new owner. Each membership shall be entitled to one vote, and if the membership is held by more than one owner, the vote must be cast only as a single vote, and split or divided votes of membership shall not be allowed. If the membership is held by a Person other than a natural person, any officer, director, shareholder, partner, or trustee of such entity may exercise the membership rights of the entity and shall further be entitled to serve on the Board of Directors of the Association.
Section 2.3 Transfer. No Person other than an owner of a Lot may be a member of the Association and a membership may not be transferred except in connection with the conveyance or transfer of the Lot.
Section 2.4 Termination. A Lot Owner’s Membership in the Association shall terminate whenever the Lot Owner ceases to own a Lot. Such termination shall not relieve or release any such former Lot Owner from any liability or obligation incurred under or in any way connected with the Association during the period of such ownership and membership in this Association, or impair any rights or remedies that the Board of Directors of the Association or others may have against such former owner and member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident thereto.
Section 2.2 One Membership. There shall be one membership in the Association for each Lot. Such membership shall be appurtenant to the Lot and shall be transferred automatically by a conveyance of that Lot to any new owner. Each membership shall be entitled to one vote, and if the membership is held by more than one owner, the vote must be cast only as a single vote, and split or divided votes of membership shall not be allowed. If the membership is held by a Person other than a natural person, any officer, director, shareholder, partner, or trustee of such entity may exercise the membership rights of the entity and shall further be entitled to serve on the Board of Directors of the Association.
Section 2.3 Transfer. No Person other than an owner of a Lot may be a member of the Association and a membership may not be transferred except in connection with the conveyance or transfer of the Lot.
Section 2.4 Termination. A Lot Owner’s Membership in the Association shall terminate whenever the Lot Owner ceases to own a Lot. Such termination shall not relieve or release any such former Lot Owner from any liability or obligation incurred under or in any way connected with the Association during the period of such ownership and membership in this Association, or impair any rights or remedies that the Board of Directors of the Association or others may have against such former owner and member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident thereto.
ARTICLE III
MEETINGS OF MEMBERS
Section 3.1 Annual Meetings. The annual meeting of the membership shall be held July of each year, at a date, time and place set forth in the notice of the meeting. At the annual meeting, the membership shall elect the Board of Directors, approve the budget, set the assessment for dues and the reserve fund, and transact such other business as may properly come before it.
Section 3.2 Special Meetings. Special meetings of the membership may be called at any time by the Board of Directors, the President, or upon a written request signed by 20% of the Members. No business shall be transacted at a special meeting except as stated in the notice.
Section 3.3 Place of Meetings. The Board shall designate the place for the annual or any special meeting, but shall endeavor to hold such meetings in Gunnison County, Montrose County or such adjoining counties as may be convenient for the membership.
Section 3.2 Special Meetings. Special meetings of the membership may be called at any time by the Board of Directors, the President, or upon a written request signed by 20% of the Members. No business shall be transacted at a special meeting except as stated in the notice.
Section 3.3 Place of Meetings. The Board shall designate the place for the annual or any special meeting, but shall endeavor to hold such meetings in Gunnison County, Montrose County or such adjoining counties as may be convenient for the membership.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 Number of Directors. There shall be three Directors. The number of Directors may be increased to not more than five by a majority vote of the Lot Owners.
Section 4.2 Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association. Such powers and duties shall include, but shall not be limited to, the following:
Section 4.2 Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association. Such powers and duties shall include, but shall not be limited to, the following:
4.2.1 Exercising all power, duty and authority vested in or delegated to the Board of Directors under the Governing Documents.
4.2.2 Collecting and enforcing all assessments as provided for in the budget or in the Governing Documents. 4.2.3 Exercising any and all powers granted to the Association by the Colorado Nonprofit Corporation Act and the Colorado Common Interest Ownership Act, as the same now exists or may hereafter be amended from time to time. 4.2.4 Exercising any other power permissible under applicable Colorado law. 4.2.5 Commencing and maintaining, in its own name, on its own behalf, or in the names and on behalf of Lot Owners who consent thereto, suits and actions to restrain and enjoin any breach or threatened breach of the Governing Documents. |
Section 4.3 Qualifications. All Directors shall be Members of the Association.
Section 4.4 Term of Office. Directors shall be elected at the annual meeting and shall serve for a term of three years or until his or her successor shall have been elected. The terms of directors shall be staggered so that the term of one director ends each year. For the initial election after the adoption of these Bylaws, the Board shall determine the length of the term of each Board member. There shall be no limits on the number of terms a Director may serve if duly elected.
Section 4.7 Vacancies. The Board of Directors is empowered to fill any vacancy that may occur in its own body and the person so appointed to such office shall hold that office until the expiration of the term of the person he or she succeeds.
Section 4.8 Compensation. No director shall be entitled to receive any compensation as a director of the Association; provided, however, that he or she may be reimbursed for any actual expenses incurred in the performance of his or her duties as a director.
Section 4.9 Removal. Directors may only be removed at a meeting of the membership called in accordance with the requirements of Article III. The entire Board of Directors or a lesser number may be removed, with or without cause, by a vote of a 67% of all Lot Owners in person or by proxy.
Section 4.4 Term of Office. Directors shall be elected at the annual meeting and shall serve for a term of three years or until his or her successor shall have been elected. The terms of directors shall be staggered so that the term of one director ends each year. For the initial election after the adoption of these Bylaws, the Board shall determine the length of the term of each Board member. There shall be no limits on the number of terms a Director may serve if duly elected.
Section 4.7 Vacancies. The Board of Directors is empowered to fill any vacancy that may occur in its own body and the person so appointed to such office shall hold that office until the expiration of the term of the person he or she succeeds.
Section 4.8 Compensation. No director shall be entitled to receive any compensation as a director of the Association; provided, however, that he or she may be reimbursed for any actual expenses incurred in the performance of his or her duties as a director.
Section 4.9 Removal. Directors may only be removed at a meeting of the membership called in accordance with the requirements of Article III. The entire Board of Directors or a lesser number may be removed, with or without cause, by a vote of a 67% of all Lot Owners in person or by proxy.
ARTICLE V
OFFICERS
Section 5.1 President, Vice President, Secretary and Treasurer. The Officers of the Association shall be a President, Vice President, Secretary, and Treasurer. The office of Treasurer may be combined with any of the other offices except the office of President. An assistant Secretary or Treasurer or other Vice Presidents may be appointed by the board of directors as may be deemed necessary. The Officers of the Association shall be the Officers of the Board.
Section 5.2 Election and Tenure. The Officers set forth in this Article shall be elected by the Board of Directors of the Association at the first meeting of Directors after the annual meeting and shall hold office until their successors have been elected.
Section 5.3. Qualifications. The President, Vice President, Secretary, and Treasurer shall be members of the Board of Directors. Any additional Officers appointed by the Board of Directors need not be members of the Board of Directors of the Association.
Section 5.4 Vacancy. The death, resignation, removal, disqualification or inability to act of any Officer shall be filled by the Board of Directors until the next Annual Meeting of the Board of Directors.
Section 5.2 Election and Tenure. The Officers set forth in this Article shall be elected by the Board of Directors of the Association at the first meeting of Directors after the annual meeting and shall hold office until their successors have been elected.
Section 5.3. Qualifications. The President, Vice President, Secretary, and Treasurer shall be members of the Board of Directors. Any additional Officers appointed by the Board of Directors need not be members of the Board of Directors of the Association.
Section 5.4 Vacancy. The death, resignation, removal, disqualification or inability to act of any Officer shall be filled by the Board of Directors until the next Annual Meeting of the Board of Directors.
Section 5.5 President. The President shall:
5.5.1 be the principal executive officer of the Association;
5.5.2 shall supervise and control all of the business and affairs of the Association, subject to the control of the Board of Directors; 5.5.3 shall, when present, preside at all meetings of the members and of the Board of Directors; 5.5.4 may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, deeds, mortgages, contracts or other instruments; and 5.5.5 in general, shall perform all duties incident to the office of the president and such other duties as may be prescribed by the Board of Directors from time to time. |
Section 5.6 Vice President. The Vice President shall:
5.6.1 act at all times when the President is unable to perform his or her duties and
5.6.2 assist the President as needed. |
Section 5.7 Secretary. The Secretary shall:
5.7.1 keep the minutes of the members' meetings and of the Board of Directors' meetings in one or more books provided for that purpose;
5.7.2 see that all notices are duly given in accordance with the provisions of the Governing Documents; 5.7.3 be custodian of the corporate records; 5.7.4 if authorized by the Board of Directors under Article IX below, be the custodian of the seal of the Association and see that the seal of the Association is affixed to all documents as needed; and 5.7.5 in general, perform all of the duties as from time to time may be assigned to him or her by the President or by the Board of Directors. |
Section 5.8 Treasurer. The Treasurer shall:
5.8.1 be responsible for all funds of the Association;
5.8.2 deposit all monies in the name of the Association in such banks as shall be selected by the Board of Directors; sign checks and drafts for the payment of corporate funds; 5.8.3 prepare a budget for the upcoming fiscal year and a profit and loss statement for the prior year in advance of the annual meeting; keep the financial records of the Association; file federal and state tax returns; and 5.8.4 in general, perform all of the duties as from time to time may be assigned to him or her by the President or by the Board of Directors. |
Section 5.9 Compensation. No Officer shall be entitled to receive any compensation as an officer of the Association; provided, however, that he or she may be reimbursed for any actual expenses incurred in the performance of his or her duties as a director.
Section 5.10 Removal. Any Officer may be removed by the Board of Directors whenever, in the Board's judgment, the best interests of the Association would be served.
Section 5.10 Removal. Any Officer may be removed by the Board of Directors whenever, in the Board's judgment, the best interests of the Association would be served.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 Contracts. The Board of Directors may authorize by resolution any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Section 6.2 Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6.3 Checks. All checks shall be signed by the Treasurer or, if applicable, the Assistant Treasurer.
Section 6.4 Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may elect.
Section 6.5 Membership Approval of Expenses. All expenditures over $5,000 must be approved by a majority of the Lot Owners, unless the expenditure is incurred for an emergency, is for water system maintenance and repairs, or has been budgeted. To obtain the approval of the membership other than at a meeting of members, the Board of Directors will send out an email, explaining the situation and the pros and cons of the work/expense being proposed and will provide a deadline of at least one week for when responses are due. Lot Owners will be presumed to agree to the expenditure unless they object prior to the deadline.
Section 6.2 Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6.3 Checks. All checks shall be signed by the Treasurer or, if applicable, the Assistant Treasurer.
Section 6.4 Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may elect.
Section 6.5 Membership Approval of Expenses. All expenditures over $5,000 must be approved by a majority of the Lot Owners, unless the expenditure is incurred for an emergency, is for water system maintenance and repairs, or has been budgeted. To obtain the approval of the membership other than at a meeting of members, the Board of Directors will send out an email, explaining the situation and the pros and cons of the work/expense being proposed and will provide a deadline of at least one week for when responses are due. Lot Owners will be presumed to agree to the expenditure unless they object prior to the deadline.
ARTICLE VII
RESPONSIBLE GOVERNANCE POLICIES AND RULES AND REGULATIONS
Section 7.1 Responsible Governance Policies. The Lot Owners shall have the power to establish such Responsible Governance Policies as may be required by law and as may be necessary for the operation and use of the Lots with the right to amend the same from time to time.
Section 7.2 Rules and Regulations. The Lot Owners shall have the power to establish such Rules and Regulations as may be necessary for the operation, use and occupancy of the Lots with the right to amend the same from time to time.
Section 7.2 Rules and Regulations. The Lot Owners shall have the power to establish such Rules and Regulations as may be necessary for the operation, use and occupancy of the Lots with the right to amend the same from time to time.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Association shall begin on the 1st day of July and terminate on the 30th day of June of each year.
ARTICLE IX
SEAL
The Board of Directors may provide a corporate seal that shall be circular in form and shall have inscribed thereon the name of the Association, the state of incorporation and the word, "SEAL".
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any Member or Director of the Association under the provisions of these Bylaws or under the provisions of the laws of the State of Colorado, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association shall indemnify every Director or Officer and his or her heirs, executors and administrators against all loss, costs and expense, including attorney's fees, reasonably incurred in connection with any proceeding to which he or she may be made a party by reason of being or having been a director or officer of the Association. The Association shall not indemnify the Director or Officer if he or she has been adjudged to be liable for gross negligence or willful misconduct in such proceeding or, in the case of a settlement, the Association is advised by counsel that the person being indemnified has been guilty of gross negligence or willful misconduct in relation to the matter involved. In addition, the Association shall not indemnify the Director or Officer with respect to any duties or obligations assumed or liabilities incurred by him or her as a Lot Owner and not as a Director or Officer of the Association. This right to indemnification shall not be exclusive of other rights to which such Officer or Director may be entitled. Any liability, loss, damage, costs and expenses incurred or suffered by the Association by reason of this indemnification provision shall be treated and handled by the Association as Common Expenses.
ARTICLE XII
OBLIGATION OF THE LOT OWNERS
Section 12.1 Assessments. All Lot Owners shall be obligated to pay the regular and any special assessments imposed by the Association to meet the Common Expenses. A Lot Owner shall be deemed to be in good standing and entitled to vote at any annual meeting or at a special meeting of Members, within the meaning of these Bylaws, if and only if such Lot Owner shall have fully paid all assessments made or levied against them and the Lot owned by them as of the date of such meeting. The Association shall have the authority to impose liens for nonpayment as set forth in the Declaration
Section 12.2 Governing Documents. All Lot Owners shall be obligated to comply with the Rules and Regulations and all the other Governing Documents as have been duly enacted.
Section 12.3 Contact Information. Lot Owners shall have an affirmative obligation to keep the Association informed of their current contact information including, but not limited to, mailing address, email address, and phone number(s).
Section 12.2 Governing Documents. All Lot Owners shall be obligated to comply with the Rules and Regulations and all the other Governing Documents as have been duly enacted.
Section 12.3 Contact Information. Lot Owners shall have an affirmative obligation to keep the Association informed of their current contact information including, but not limited to, mailing address, email address, and phone number(s).
ARTICLE XIII
LIEN FOR NON-PAYMENT OF ASSESSMENTS
Section 13.1 Creation and Priority of Lien. All costs, charges and fees billed in the manner above set forth, and not paid when due, together with interest thereon, shall constitute a lien on the Lot of the non-paying Lot Owner(s) in favor of the Association. Such lien shall be superior to all other liens and encumbrances upon such Lot except:
13.1 Tax and assessment liens on the Lot, or any liens of any governmental authority; and
13.2 All sums unpaid on a first mortgage or Deed of Trust of record. |
Section 13.2 Enforcement of Lien. The Association shall have all such powers granted to it as to the enforcement, lien priority and rights of collection as are set forth in the Colorado Common Interest Ownership Act, as now exists and as may be hereafter amended from time to time. Such enforcement includes, but is not limited to enforcement by foreclosure in the same manner as foreclosure of a mortgage. In such foreclosure, the Lot Owner shall be required to pay the costs and expenses for such proceedings, the costs and expenses for filing the notice of lien and all reasonable attorneys' fees incurred by the Association.
Section 13.3 Evidence and Attachment of Lien To evidence such lien the Association may prepare a written notice of lien setting forth the amount of the unpaid bill, the name of the record owner of the Lot and a description thereof. Such notice may be recorded in the records of Gunnison County, Colorado. Such lien shall attach from the date of failure of payment of the bill, and will include the amount of the bill remaining unpaid, accrued interest thereon, and all fees and costs incurred by the Association in the preparation and recording of said notice of lien and a release thereof.
Section 13.3 Evidence and Attachment of Lien To evidence such lien the Association may prepare a written notice of lien setting forth the amount of the unpaid bill, the name of the record owner of the Lot and a description thereof. Such notice may be recorded in the records of Gunnison County, Colorado. Such lien shall attach from the date of failure of payment of the bill, and will include the amount of the bill remaining unpaid, accrued interest thereon, and all fees and costs incurred by the Association in the preparation and recording of said notice of lien and a release thereof.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws adopted by the Lot Owners at any regular meeting or special meeting upon an affirmative vote of the Owners of 20 or more of the Lots in accordance with the procedures set forth in the Responsible Governance Policy.
Duly adopted the 16th day of July, 2022, by the Members of Silverjack Homeowners Association, a Colorado Nonprofit Association
SILVERJACK SUBDIVISION, INC.
Duly adopted the 16th day of July, 2022, by the Members of Silverjack Homeowners Association, a Colorado Nonprofit Association
SILVERJACK SUBDIVISION, INC.