Association By-Laws

BY-LAWS OF THE CONIFER MOUNTAIN HOMEOWNERS ASSOCIATION

as approved at meeting of the membership on May 4, 1988

This organization shall be known as Conifer Mountain Homeowners’ Association, Conifer, CO, a non-profit Colorado Corporation.

ARTICLE I – PURPOSE

Section 1. The purpose of this organization shall be to promote and protect the common interests of the residents and lot owners.

Section 2. This corporation shall have all those powers vested in it under it and by virtue of the laws of the State of Colorado, including those specifically given by Article 24, chapter 31 of the Colorado Statutes. In addition, it shall have the power to encumber, transfer, assign, and sell any property, real, personal, or mixed, of the corporation, provided that no sale or disposition be made except in compliance with the terms and conditions of the statutes of the State of Colorado in such cases made and provided.

ARTICLE II – MEMBERSHIP

Section 1. All lot owners in the Conifer Mountain Subdivision shall be eligible for membership so long as they continue to own a lot in said subdivision. Owner shall mean and refer to the record owner, whether one of more persons or entities, of fee simple title to any lot in the Conifer Mountain Subdivision.

Those lot owners who pay a membership fee, as determined by the members, shall be entitled to vote on projects to be undertaken and commit funds for projects. Lot owners who own more than one lot will have one membersh8ip vote for each membership fee paid per lot.

Section 2. Voting:

All voting shall be done in person or by absentee ballot. Cumulative and proxy voting is prohibited. An absentee ballot will be accepted provided it is received by the Secretary of the Board of Directors prior to the meeting at which the vote will be taken.

Section 3. Memberships:

  1. The Conifer Mountain Filings 1 through 9 shall be defined as the Conifer Mountain Subdivision, as filed with Jefferson County, State of Colorado, and any and all subdivisions of filings or plots for subdivisions which have the name Conifer Mountain in them, or are located in the area contiguous to Conifer Mountain. Any area contiguous to the Conifer Mountain Subdivision may join the Conifer Mountain Homeowners’ Association upon the recommendation of the Board of Directors and approved by the membership.
  2. Application for membership shall be submitted to the Board of Directors in the form and manner prescribed by said Board and must be accompanied by a payment of the applicable membership fee.
  3. Memberships are automatically renewed from year to year by the payment of the annual membership fee on or before the May meeting for the year for which renewal is desired.
  4. Membership in the Association is not transferable or assignable.
  5. Refund of membership fees or assessments shall not be made except when, in the judgment of the Board of Directors, it would be unjust to withhold such refund in the light of applicable circumstances.

ARTICLE III – DIRECTORS

Section 1. The Board of Directors shall consist of five (5) members. The directors shall be elected by simple majority of the membership voting. The term of office shall be two (2) years.

Section 2. Two successive absences from the Board of Directors meeting by a Director, without valid cause, shall be considered a refusal to serve, and the Board of Directors shall assume his resignation and appoint a new Director in accordance with Article III, Section 4 , of these bylaws.

Section 3. Recall of a Director can be initiated by twenty percent (20%) of the membership, and a majority vote of the membership will constitute a recall.

Section 4. Vacancies. The Board of Directors shall fill all vacancies on the Board by appointment until the next annual meeting, at which time the membership will elect the director for the unexpired term.

Section 5. The affairs of the Corporation shall be managed the Board of Directors. The Board of Directors shall preserve, promote, and protect the interests of the Corporation and its members, and it shall be responsible for the formulation of the general policy of the Corporation in accordance with the wishes of its members. The Board of Directors shall supervise all transactions of the Corporation and the conduct and work of its committees.

Section 6. The Board of Directors shall have the responsibility to recommend any development of the common areas of Conifer Mountain. They shall not make expenditures in excess of the budget approved by the membership at the annual meeting until authorized by majority vote of the membership voting.

Section 7. The time and place of all Board of Directors meetings will be decided by the Board of Directors. A quorum will consist of a majority of the Board members. All Board of Directors meeting are open to the public.

  1. Regular Board of Directors meeting will be held at least quarterly.
  2. Emergency Board of Directors meetings may called at request of the President or any two Board members.

Section 8. Voting at the Board of Directors meetings is limited to Board members.

ARTICLE IV – OFFICERS

Section 1. The officers shall consist of a President, Vice President, Secretary, and Treasurer. Officers shall be elected from within the Board of Directors. The term of office shall be one year.

Section 2. President – shall serve as the President of the Association and Executive Officer of the Board of Directors; shall preside at all meetings of the Association and of the Board of Directors; shall have general supervision of the officers and policies of the Association.

Section 3. Vice_President – shall execute all powers of the President in his absence, resignation, disability, or death; shall have such further duties as the Board of Directors may assign.

Section 4. Secretary – shall be in charge of all records, documents, and papers; ;shall conduct the correspondence and maintain all the records of the Corporation; shall take minutes and report on the proceeding of the Board of Directors and all meetings of the membership; shall maintain membership rolls; ;shall notify the membership of all meetings.

Section 5. Treasurer – shall receive all revenues, pay all claims by check or draft co-signed by such officers as the Board of Directors my direct; shall deposit all moneys at a depository selected by the Board of Directors; shall maintain adequate record of all moneys received and paid out; may, at the discretion of the Board of Directors, enter into a good and sufficient security bond, paid for by the Association; shall make reports at each meeting of the Board of Directors and at the Annual Membership Meeting, such other reports as may be required.

ARTICLE V – ADMINISTRATION

Section 1. The Association shall have meetings in May and November of each year, and such other meetings throughout the year as the Board of Directors or the membership my determine.

Section 2. Special meetings of the membership shall be called by the President of the Board of Directors upon request of a majority of the members of the Board of Directors or upon the request of twenty percent (20%) of the members of the Association.

Section 3. Notice of all meeting shall be postmarked or personally delivered ten (10) days prior to said meeting. This notice shall list all matters of business to placed on the agenda for said meeting and any action taken as a result of emergency meeting.

Section 4. Emergency meetings may be called by the Board of Directors when an item of business cannot be handled as specified in Article V, Section 3.

Section 5. A quorum consists of twenty percent (20%) of the membership and may act upon any business brought before any semi-annual or special meeting.

Section 6. A nominating committee shall be appointed by the Board of Directors at least sixty (60) days prior to the May meeting. This committee shall propose a slate of nominees for all Directorships to be filled. A ballot must be submitted to all members two weeks prior to this meeting. Additional nominations may be made by any member during the meeting. An open write-in vote will be accepted on the ballot.

Section 7. The Board of Directors shall appoint a committee to audit the books of the Treasurer prior to the May meeting and any other time as specified by the Board of Directors or twenty percent (20%) of the membership.

Section 8. The Board of Directors shall establish any committees it or twenty percent (20%) of the membership deems necessary.

Section 9. All officers shall be reimbursed from the funds of the Association for reasonable expenses incurred in performing their duties as officers of the Association.

Section 10. All meetings will be conducted in accordance with Robert’s Rules of Order, Revised.

ARTICLE VI – AMENDMENTS

Section 1. Amendments to these By-Laws must be recommended by the Board of Directors and submitted in writing to the membership ten days prior to an annual or special meeting at which the vote will be taken. A two-thirds majority vote of the membership present or voting absentee shall constitute passage and adoption of the amendment.

ARTICLE VII – INDEMNIFICATION

Section 1. Each person who acts as a Director or Officer of the Corporation shall be indemnified by the Corporation against expenses actually or necessarily incurred by him in defense of any action, suit, or proceeding in which he is made a party thereof by reason of his being or having been a Director or Officer of the Corporation, except, in matters in which he shall be adjudged in such action, suit, or proceeding to liable for gross negligence or willful misconduct, and except for any sum paid for the Corporation in settlement of any action, suit, or proceeding base on gross negligence or willful misconduct in the performance of his duties. In the event of his death this indemnification shall extend to his legal heirs or and representatives.

ARTICLE VIII – INTERPRETATION

The Board of Directors, by majority vote of the Board members, shall be the final authority in the interpretation of the provisions of these By-Laws.