DRAFT - PRELIMINARY WORKSHEET BYLAWS OF THE MARSHDALE PARK HOMEOWNERS ASSOCIATION

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1 This and the following articles are submitted for review, discussion and revision. On incorporation, initial bylaws will be placed of record See footnote 4 CD Article I Name, Purpose and Location of Principal Office The name of this corporation is the MARSHDALE PARK HOMEOWNERS ASSOCIATION, a nonprofit Colorado corporation. The corporation is organized and shall be operated exclusively for social purposes within the meaning of section 501(c)(7) 4 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended. The corporation will seek to preserve, protect and enhance the residential character of the Marshdale Park neighborhood. In furtherance of said goals, corporation activities may include, but are not limited to: Organizing and sponsoring social events such as picnics and parties. Facilitating communication by news letters, web site, hand-outs at mailbox clusters and similar means. Supporting neighborhood efforts such as Adopt-A-Highway and Neighborhood Watch. Providing technical support for small local individual projects such as maintaining mail box clusters. Providing notice to members of local events, such as social events, local personal or household events such as marriage, birth, graduation or health issues. And further providing flowers or such non-monetary recognition as appropriate for such events. Responding as appropriate to/for county or state action. By way of an example: Maintaining contact with the Jefferson County Road and Bridge Division to promote safe county roadways within the Marshdale Park neighborhood. This would include grading and culvert maintenance. 5 1 Expect footnotes such as this which serve to clarify, amplify, confuse and/or express need for discussion of a given item. In this case, CD0403 is a reference to the original source template for this document: Nonprofit Kit for Dummies 3rd Addition, Hutton et.al, Wiley, 2010; CD file Footnotes will not be present in the final form of this document. 3 Several sections present in the source template have been removed from this version. Consult the original source for details. 4 Consideration needs be given to this choice of section 501(c)(7) as opposed to 501(c)(3). IRS Publication 557 is of help. [possible reference to further discussion in website] Formal application for recognition as a nonprofit corporation is not required until gross revenues exceed $5, Needs work!! March 23, :04 PM

2 We do not present ourselves as operating out of someones basement Article II deserves close attention Note: this excludes unimproved and commercial property from Active membership - not from Associate membership. The implication of dues wrt having a vote in association decisions is covered in section 2 below. Corporation activities are for the primary benefit of the corporation membership and will not include participation of non-members unless specifically invited or sponsored. 6 The principal office of the corporation shall be physically located in Jefferson County, Colorado. The initial mailing address of the corporation is: Marshdale Park Homeowners Association PO Box 326, Conifer CO The mailing address is subject to change by action of the board of directors. 7 Article II Members There shall be three classes of membership: Active, Associate and Friend 8 9 Active and Associate membership is limited to those residing with the bounds of the Marshdale Park Neighborhood as hereinafter defined. Active membership may be secured by those owning improved residential property in the Marshdale Park Neighborhood, and further that the dues for said property are current. Included are all residents of said property. 10 Anyone residing within the Marshdale Park Neighborhood and not meeting the requirements of active membership is considered an associate. Friend status may be secured by any person or entity 11 who/that wishes to support the aims and purposes of this corporation and whose request for said status gains favorable consideration by the board of directors. The Marshdale Park Neighborhood is defined as including and limited to all those residences within Marshdale Park, Marshdale Park Addition No. 1, Marshdale Park Second Addition, said subdivisions being located in the NW 1/4 of 6 and the SW 1/4 of 3, T5S, R71W of the 6th Principal Meridian, County of Jefferson, State of Colorado together with all residential re-subdivisions of said subdivisions. 6 See IRS Publication 557 pp The Secretary of State records should reflect the current active mailing address. See Article VII herein. 8 The Friend moniker might be better expressed. 9 A membership class, Lifetime, has been granted in the past; its significance other than an honorary title is not known. [dues???] 10 See below. 11 Needs consideration. 2 / 6! mphoa_bylaws_ _work.pages

3 Important! Consideration needed See footnotes 15 and 16 Voting privileges shall be limited to one person per household, said household meeting the requirements for active membership and whose member name is so listed for said property in the corporation roster. 12 [proxy vote 13 ] Dues are initially $5 per year 14, payable on or before the annual membership meeting. Article III Board of Directors The Board of Directors, hereinafter referred to as the board, is responsible for setting policy and governing the organization. The initial board shall be compromised The board shall be selected from those meeting the active membership criteria of the corporation. The number of members of the board shall be no less than three and no more than eleven. 16 Failure by a board member to maintain active membership status shall be cause for removal from the board. In the event that a vacancy on the board brings the number of members to less than the minimum number, the President of the corporation shall appoint a replacement. [ term? 17 ] Board members are elected at the corporation s annual membership meeting by those members meeting the active membership criteria. For the board to transact business, a quorum of members must be present. A quorum is herein defined as a majority of directors A possible legacy Constitution and By-laws document states: No additional vote shall be gained by any person or group by virtue of holding more than one parcel of land. (Art IV, 1) 13 Needs discussion. 14 Give consideration to the amount. 15 This statement will depend on just how much interest this reorganization generates. Hopefully at least two more neighbors will find time to participate. Otherwise, the board will be limited to one member. 16 See above footnote 17 Probably til death do us part... remove item 18 For example, if there are ten board members, six must be present to constitute a quorum.! March 23, :04 PM! 3 / 6

4 Should the possibility of allowing for meeting by conference call be included? Should the board be able to conduct business by a conference call? See CRS , Corporate records, for requirements Section 4 The board shall meet at least once a year. Special meetings may be called by any board member. Notice of meeting may be by mail, telephone or . Unless by agreement of all board members, said notice shall be given at least seven calendar days before the special meeting. Section 5 Board voting procedure shall be left to the discretion of the president. Board meetings will be governed by the latest edition of Robert s Rules of Order as interpreted by the president. Section 6 Directors shall not be compensated for their service except for reimbursement of reasonable expenses. Article IV Officers of the Board The officers of the board of this corporation shall consist of the following: President, Treasurer and Secretary. Any such position may be held by a member of the board. Any such position may be empty. An individual may hold more than one position. 19 The president presides at all meetings of the board, appoints committees, and ensures that proper records are maintained and filed as necessary. The treasurer is responsible for maintaining appropriate accounting records. Section 4 The secretary is responsible for taking and maintaining the minutes of board meetings. Further responsibilities include ensuring required filings to state and federal authorities are made in a timely manner. The secretary is responsible for maintaining the corporation roster. The secretary is responsible for maintaining corporate records as required by, and in the form as required by CRS Access to and disclosure of corporation information as contained in the records of the corporation shall be strictly limited to that permitted in CRS To allow for Secretary-Treasurer. 20 CRS: Colorado Revised Statutes, Title 7, Article 136 [include reference to website for instructions on how to access such items] 4 / 6! mphoa_bylaws_ _work.pages

5 Note: There is no requirement for an annual membership meeting in the initial Articles of Incorporation and the required attachment or the initial bylaws. Article V Board Committees Standing committees shall include but are not limited to program and nominating. The president of the board may establish special committees to undertake designated responsibilities on an as-needed basis. Article VI Amendments to the Articles of Incorporation Proposals for amendments to the Articles of Incorporation may be submitted by any member, active or associate, to the board. On approval by the board, the proposed amendment shall be presented at the next annual membership meeting for consideration by the active members. A favorable vote of at least two-thirds of the active members present is required for passage. In the event that a proposal for amendment of the Articles of Incorporation is not approved by the board for presentation to the active membership for their approval, the proposal for amendment may be submitted to the active membership at the annual membership meeting by submitting said proposal under the signature of no less than three active members. In the case of strictly administrative changes, on favorable approval of a vote of two-thirds of the sitting directors, consideration and approval by the active membership is not required. Administrative changes include but not limited to: change of principal office address change of registered agent name and/or address Article VII Amendments to the Bylaws These bylaws may be amended subject to approval by a favorable vote of two-thirds of the sitting directors.! March 23, :04 PM! 5 / 6

6 See CRS 7-134, Dissolution, and IRS Publication 557 Article VIII Dissolution of the Corporation In the event of dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of sections 501(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as such Court shall determine which are organized and operated exclusively for such purposes. 21 Article IX - Approval By: (date) The Articles of Incorporation and the required attachment are of public record and visible at the Colorado Secretary of State website. The bylaws and revisions thereto will be recorded with the Jefferson County Clerk and Recorder. 21 Required statement. Wording source: IRS Pub 557 p / 6! mphoa_bylaws_ _work.pages on recording, please return to: Marshdale Park HOA PO Box 326 Conifer, CO