BY LAWS

OF THE

STAGECOACH PROPERTY OWNERS ASSOCIATION

 

ARTICLE I

NAME AND LOCATION. The name of the corporation is the Stagecoach Property Owners' Association, hereinafter referred to as the "Association." The principle office of the corporation shall be located at Monument, Colorado, but meetings of members and directors may be held at such places within the state of Colorado, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1. "Association" shall mean and refer to the Stagecoach Property Owners' Association, its successor and assigns.

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

Section 3. "Common Area" shall mean all real estate owned by the Association for the common use and enjoyment of the Owners.

Section 4. "Lots" shall mean and refer to any plot of land shown upon and recorded subdivision map of the Properties with the exception of the common area.

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

Section 6. "Declarant" shall mean and refer to the Woodmoor Corporation, its successors and assigns if such successors or 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 applicable to the Properties recorded in the office of the County Recorded, Routt County, Colorado.

Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meeting. The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

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 all the votes of the Class A. membership.

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 twenty (20) days before such meeting to each member entitles to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by each member to the Association for the purpose of such 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 conduct of the meeting shall be as outlined in "Roberts Rules of Order."

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, of one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action excerpt as provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitles 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.

Section 5. Proxies. Al all meetings of members, each member may vote in person or by proxy. 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.

 

ARTICLE IV

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

 

Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) (changed 8/12/78) Directors, who are members of the Association.

Section 2. Term of Office. At the next annual meeting following the effective date of these By-Laws, the members shall elect three (3) Directors for a term of one (1) year, two Directors for a term of two (2) years, and two (2) Directors for a term of three (3) years: and at each annual meeting thereafter the members shall elect the number of Directors required to fill any vacancies on the Board. Each Director so elected shall serve for a term of three (3) years.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. 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 un-expired term of the 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. Changed (9/14/77). Each Director shall receive Fifty Dollars ($50.00) expenses for every Board meeting attended; plus actual expenses of mileage to and from destination, nights lodging if needed, and meals, if meeting not in town of Board Members.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. And 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 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 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 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 such vacancies that are to be filled. Such nominations shall be made from among 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 is not permitted.

 

ARTICLE VI

MEETING OF DIRECTORS

 

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held (changed 8/80) four times per year, without notice, 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.

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 Director.

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 Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

 

ARTICLE VII

POWER AND DUTIES OF THE BOARD OF DIRECTORS

 

Section 1. Powers. The Board of Directors shall have power to:

 

    1. adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personnel conduct of the members and their guest thereon, and to establish penalties for the infractions thereof;

 

    1. suspend the voting rights and rights to use of the recreational 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 sixty (60) days for infraction of published rules and regulations.

 

    1. 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;

 

    1. 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) consecutive regular meetings of the Board of Directors' and

 

    1. Employ a manager, an independent contractor, or such other employee as they deem necessary, and to prescribe their duties.

 

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

 

    1. cause to be kept a complete record of all its acts and corporate affairs and top present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitles to vote.

 

    1. Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

 

    1. As more fully provided in the Declaration, to":

 

1.      fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

 

2.      send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period (January 1 to December 31); and

 

3.      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 same.

 

    1. issue, or cause an appropriate officer 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 an assessment has been paid, such certificate shall be conclusive evidence of such payment;

 

    1. Procure and maintain adequate liability and hazard insurance on property owned by the Association;

 

    1. Cause all officers or employees having fiscal responsibility to be bonded, as it may deem appropriate; and

 

    1. Cause the Common Area to be maintained.

 

ARTICLE VIII

OFFICERS AND THEIR DUTIES

 

Section 1. Enumeration of Officers. 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 other such 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 or this Association shall be elected annually by the Board and each shall hold office for one (1) year 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 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 officers appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Officers. The officers 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:

 

President

 

a.       The President shall preside at all meetings of the Board of Directors; shall see that order and resolutions of the Board are carries out; shall sign all leases, mortgages, deeds, and other written instruments; and shall co-sign all checks and promissory notes.

 

Vice President

 

b.      The Vice President shall act in the place and stead of the President in event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties and may be required of him by the Board.

 

Secretary

 

c.       The Secretary shall record and keep the minutes of all meetings and proceedings of the Board and of the members, keep the corporate seal of the Association, and affix it on all papers requiring said seal; 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 and required by the Board.

 

Treasurer

 

d.      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 accounts; cause an annual audit of the Association books to be made by a public accountant at the completing of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

 

 

 

ARTICLE IX

COMMETTEES

The Association Board of Directors shall appoint an Architectural Control Committee, when necessary, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes.

 

 

ARTICLE X

BOOKS AND RECORDS

 

The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation, and the By-Laws of the Association shall be available for inspection by any members at the principle 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 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. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of the delinquency at the rate of eight percent (8%) per annum, and the Association may bring 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

CORPORATE SEAL

 

The Association shall have a seal in circular form having within its circumference the words, "Stagecoach Property Owners Association - Colorado."

 

 

ARTICLE XIII

AMENDMENTS

 

Section I. These By-Laws may be amended, at a regular or special meeting of the members called for that purpose, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or Veterans Administration shall have the right to veto amendments while there is Class B. membership if any areas of Stagecoach are approved for FHA or VA financing.