EL DORADO ACRES ASSOCIATION, INC. DOUGLAS COUNTY COLORADO BYLAWS

Transcription

1 EL DORADO ACRES ASSOCIATION, INC. DOUGLAS COUNTY COLORADO BYLAWS REVISED 21 May 2018

2 EL DORADO ACRES ASSOCIATION, INC. BYLAWS (REVISED 21 May 2018) TABLE OF CONTENTS ARTICLE I TITLE... 1 ARTICLE II AUTHORITY AND PURPOSE... 1 ARTICLE III - MEMBERSHIP... 1 ARTICLE IV - DUES, FEES, AND ASSESSMENTS... 1 ARTICLE V - MEETINGS OF MEMBERS... 2 ARTICLE VI - ORGANIZATION... 3 ARTICLE VII - BOARD OF DIRECTORS OF THE ASSOCIATION... 4 ARTICLE VIII - OFFICERS OF THE ASSOCIATION... 5 ARTICLE IX ELECTIONS... 6 ARTICLE X - COMPENSATION AND INSURANCE... 7 ARTICLE XI - AMENDMENTS TO BYLAWS... 7 ARTICLE XII - ASSOCIATION GOVERNANCE POLICIES... 7 Page i

3 ARTICLE I TITLE Section 1. The name of this organization shall be the EI Dorado Acres Association, Inc., a not-for-profit corporation (hereafter referenced as the "Association"). ARTICLE II AUTHORITY AND PURPOSE Section 1. The Declaration of Protective Covenants for EI Dorado Acres that was filed with the plat and recorded by the Douglas County Clerk and Recorder on February 25, 1969 gives the Association full authority to assume responsibility and control of architectural standards, elimination of nuisances and unsightly objects, and general governance as specified in its bylaws (hereafter referenced as the "Bylaws"). The right to this authority is stated in Paragraph 1 of the First Amendment and Restatement of Declaration of Protective Covenants, dated 1 July Section 2. These Bylaws are executed and recorded in a furtherance of a common and general plan for all lot and homeowners in EI Dorado Acres to protect and enhance the quality, value, desirability, and attractiveness of all properties as an exclusive residential community. Further, the Bylaws define certain duties, obligations, powers, and rights of the Association and define certain duties, obligations, and rights of all property owners to secure for all the full benefit of their properties, with no greater restrictions upon the free and undisturbed use of their properties than are necessary to ensure the same rights to all property owners. ARTICLE III - MEMBERSHIP Section 1. Each and every lot or tract owner of record in the area shown as EI Dorado Acres, as more fully described in the plat on record in the office of the Clerk and Recorder of the County of Douglas, State of Colorado, is a member of this Association by right of ownership of a lot(s) or tract in the aforementioned subdivision (hereafter referenced as "Member" or "Members"). This includes lots 1 through 31 and tract A. Ownership of lot(s) or tract by more than one person or entity count as a single Member. Section 2. A membership is limited to the property owner/owners of record as recorded on the deed with the Clerk and Recorder of Douglas County. A membership shall be deemed not in good standing and shall lose voting privileges and right of participation in meetings of the membership and the affairs of the Association when dues or assessments become delinquent or the Member is in violation of one or more of the Protective Covenants and/or Association regulations and has been notified in writing by the Board of Directors of the delinquent dues or violation and the right to a hearing. For the purposes of voting, each membership in good standing shall be entitled to one vote per lot or tract owned. ARTICLE IV - DUES, FEES, AND ASSESSMENTS Section 1. The Association shall have no capital stock and the same shall be a not-for-profit corporation organized under the laws of the State of Colorado. Section 2. Until the Board of Directors and the Membership shall otherwise change, alter, or impose additional fees or dues, the following shall be effective: A. Membership dues for each membership shall be $ (one hundred dollars) per lot per fiscal year. B. There shall be no initiation fee for memberships and memberships shall not be transferable or assignable. Page 1 of 20

4 C. Fees or dues may not be changed or imposed without a vote of the Board of Directors and a 2/3 majority vote of the Membership in accordance with Article XI. A change in annual dues voted for by a majority of the Board of Directors and by the Membership shall become effective on the first day of the next fiscal year. Section 3. In order to fund the required activities of the Architectural Control Committee, the Board of Directors is empowered to assess a review fee on plans submitted for architectural approval. Such review fee shall be documented in the Design Standards, Architectural Guidelines and Other Regulations for new home construction. Any change to this fee must be by vote of the Board of Directors and a 2/3 majority vote of the Membership in accordance with Article XI. Section 4. The Board of Directors is authorized to levy an additional assessment against all property owners should any expense arise which exceeds the accumulated funds derived from the annual dues and other fees. Any such assessment must be voted on at a meeting of the membership in accordance with Article V, Section 4 of the Bylaws. Any such assessment must be by vote of the Board of Directors and a 2/3 majority vote of the Membership in accordance with Article XI. Section 5. The annual dues for each membership shall be due and payable on the first day of each fiscal year which has been set at the first day of June. Dues shall be prorated on a quarterly basis for new Members. Membership is effective at closing for the lot or tract and compliance with all sections of this document and the Protective Covenants. Section 6. Annual dues shall be considered mandatory for all Members. Dues will be considered delinquent if not paid by the first day of July and such individuals shall not be a Member in good standing of the Association. Such Members shall lose voting privileges and the right to hold office in the Association. The Board of Directors shall take legal action to collect delinquent dues and/or assessments. A membership may be reinstated upon payment of all past and present dues, assessments, and compliance with this document and the Protective Covenants. Written notice will be provided by the Board of Directors to the member involved when the delinquent dues and/or assessments are current and the membership is reinstated. ARTICLE V - MEETINGS OF MEMBERS Section 1. The annual meeting of the Members in good standing of this Association shall be held prior to the first day of June of each calendar year and at such time and place as may be determined by the Board of Directors. Section 2. The fiscal year of this Association shall be June 1 to May 31. Section 3. A special meeting of the Members in good standing in this Association may be called at any time by request of the majority of the Board of Directors, the President of the Association, or by the request of six (6) Members hereof in good standing. Notification of the meeting will be no less than fourteen (14) days before the meeting, using regular mail, to the last known address of each Member, stating the purpose of the meeting and indicating the location and time of such meeting. Section 4. At least one-quarter (1/4), but not less than six (6), of the Members in good standing including any three Members of the Board of Directors in attendance at any annual or special meeting shall constitute a quorum for doing business. Section 5. Only Members in good standing shall be entitled to vote and hold office in the Association. Each membership may cast one (1) vote, per lot owned, in matters that come before the Association at any annual or special meeting. Page 2 of 20

5 ARTICLE VI - ORGANIZATION Section 1. Board of Directors. The affairs and management of the Association shall be under the control of five Members, constituting the Board of Directors (hereafter referenced as the "Board"). The Board shall preserve, protect, and promote the interests of the Association and its Members, and shall be responsible for formulating the general policy of the Association in accordance with the expression of the will of the majority of members in good standing; and, at the same time, protect the interests of minority members in good standing. The Board shall have an oversight role in the activities of the Association and direct supervision of the officers of the Association. The Board shall establish such committees as necessary to properly carry out the objectives and purposes for which the Association was formed. The five elected Board Members shall also maintain positions as officers and members of the Architectural Control Committee (referenced below as the "ACC") as follows: Elected Positions Officer Duties and Committees Election Year Board Member 1 President/Board Chairman even-numbered yrs Board Member 2 Vice President/ ACC odd-numbered yrs Board Member 3 Secretary/Treasurer/ACC Alternate odd-numbered yrs Board Member 4 ACC Member even-numbered yrs Board Member 5 ACC Member even-numbered yrs Three of the five Members of the Board in attendance at any regular or special meeting of the Board shall constitute a quorum for doing business. Section 2. Officers. The officers of the Association shall consist of the President, Vice President, and Secretary/Treasurer, with all such Members being in good standing (hereafter referenced as "Officers"). Such Officers shall be elected by the membership and serve for a term of two years. Their terms shall start at the beginning of the upcoming fiscal year, which is set at June 1st, and they shall serve until their successors are duly elected. Vacancies shall be filled by direct appointment of the Members of the Board and that office shall be held until the end of the unexpired term. If no Members in good standing are willing to serve, a Member of the Board may complete the term of the Officer. A. President. Only a Member in good standing can serve as President. It shall be the duty of the President to direct the affairs of the Association, to act as the chairperson of the Board and of the membership, and to appoint, with advice and consent of the Board, such committees as are deemed necessary to accomplish the will of the Association. B. Vice President. Only a Member in good standing can serve as Vice President. It shall be the duty of the Vice President to perform the functions and duties of the President in the event of the President's temporary absence and to perform such other and further duties and functions the Board may prescribe. The Vice President shall also be an elected member of the Architectural Control Committee. Election to the position of Vice President shall also be the election to the Architectural Control Committee as chairperson of that committee, and the terms of office shall coincide. C. Secretary/Treasurer. Only a Member in good standing can serve as the Secretary/Treasurer. The Secretary/Treasurer shall conduct the official correspondence of the Association, as directed by the President, and keep records of the proceedings of the Board and all annual and special meetings of the membership. The Secretary/Treasurer shall also be the elected alternate member to the Architectural Control Committee. The Secretary/Treasurer shall maintain a directory of all EI Dorado Acres property owners, and have on file the names and addresses of all Members. It shall be the duty of the Secretary/Treasurer to maintain all records related to the financial condition of the Association. The Secretary/Treasurer shall deposit all monies at a Page 3 of 20

6 depository selected by the Board, and payout the same by check or draft, counter-signed by such officers as the Board shall appoint. It shall be the Secretary/Treasurer's responsibility to collect dues from the membership, and to report delinquent Members to the Board. Section 3. A Member of the Board can be removed from a position on the Board with a majority vote of the membership in accordance with the Bylaws, Article V, Section 4. Section 4. Meetings of the Board shall be held at such time and place as the President may set forth in the call for any meeting, and two (2) days' notice to each Member of the Board shall be necessary unless such Member/Members shall waive such notice. Upon refusal of the President to call a meeting, any three (3) Members of the Board may call a meeting upon two (2) days notice in writing to the President. Section 5. Architectural Control Committee ("ACC"). A. The ACC shall have the responsibility for the planned growth of EI Dorado Acres, including architectural control and preservation of the environs of EI Dorado Acres. The committee shall conduct an ongoing review of the "Design Standards and Architectural Guidelines" and shall submit any recommended changes to the Board for approval. A minimum of three (3) Members of the Board must vote on all issues that come before it, and the majority shall prevail. The ACC shall be particularly concerned with preserving the aesthetic quality of the neighborhood, while maintaining property values, and shall keep informed of requests for zoning changes which might affect EI Dorado Acres. ARTICLE VII - BOARD OF DIRECTORS OF THE ASSOCIATION Section 1. Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there is less than a quorum present, those present may adjourn the meeting. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 2. Powers. The Board shall have power to: A. Exercise for the Association all powers, duties and authority vested in or delegated to the Board of the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration, and as are necessary for the administration of the affairs of the Association; and B. Incur such costs and expenses as may be necessary to perform the Association's duties under the Declaration. Section 3. Duties. It shall be the duty of the Board to: A. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting; Page 4 of 20

7 B. Provide such supervision of all Officers and agents of the Association as the Board deems reasonable, necessary and appropriate; C. Procure and maintain all insurance required by the Declaration; D. Fulfill all obligations of the Board under the Declaration; E. Establish a bank account or accounts for the common treasury, for all separate funds which are required or may be deemed advisable; keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements; and permit examination thereof at any reasonable time by each of the Members; and F. Meet as often as the Board deems reasonable and appropriate. Section 4. No Waiver of Rights. The omission or failure of the Association or any Member to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations or other provisions of the Declaration, the Bylaws or rules and regulations adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or release thereof, and the Board, the Association or any Member shall have the right to enforce the same thereafter. ARTICLE VIII - OFFICERS OF THE ASSOCIATION Section 1. Enumeration of Officers. The officers of the Association shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board shall, from time to time, elect ("Officer" or "Officers"). The office of treasurer and secretary may be held by the same Member. Section 2. 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 3. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the 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 4. Vacancies. A vacancy in any office may be filled by appointment by the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer being replaced. Section 5. Duties. The duties of the Officers are as follows: A. The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; and shall sign on behalf of the Association on all matters requiring legal authority to act. Further, the President shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees from among the Members from time to time, as the President may, in his/her discretion, decide is appropriate to assist in the conduct of the affairs of the Association or as may be established by the Board or by the Members of the Association at any regular or special meeting. Page 5 of 20

8 B. The Vice President shall act in the place and stead of the President in the event of the President's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board. C. The Secretary shall record the votes 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 any meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association with their addresses; and shall perform such other duties as required by the Board. D. Except to the extent performed by any managing agent, 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; shall co-sign all checks; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members. In the event a managing agent has the responsibility of collecting and disbursing funds, the Treasurer shall review the accounts of the managing agent not less often than once each calendar quarter. ARTICLE IX ELECTIONS Section 1. The Board shall nominate at least as many persons as there are vacancies on the Board due to expiration of terms. The Board is required to nominate any Member in Good Standing who meets the eligibility requirements and who submits their name as a candidate for a particular vacancy prior to the published deadline. The notice of nominees shall be filed with the Secretary/Treasurer at least twenty-eight (28) days prior to the date of the annual meeting. If no Members are willing to serve for a future term, then the incumbent Member/Members shall be asked to volunteer to serve in the elected position(s) until the next scheduled election for that position. For the purpose of consecutive terms of office, this shall be considered a continuation of the original term of office. Section 2. The Secretary/Treasurer shall announce the names of candidates by written notice to all Members in good standing at least fourteen (14) days prior to the annual meeting. Section 3. Elections shall be held at the annual meeting and such elections shall be by written ballot. Section 4. No candidate for any position shall be announced for nomination unless that person's consent has been secured. A candidate must be named on the property deed of a Membership in Good Standing. Only one person from a Membership may run for or hold a Board position at any given time, unless the Board votes to make an exception due to a lack of candidates. A candidate may only run for one position at a time in an election. Section 5. Candidates receiving the highest number of votes in each category of vacancy shall be elected. In the case of a tie, a run-off election shall be held at that time to resolve the tie. Absentee ballots and ballots cast by proxy shall be permitted. Absentee ballots will only be counted if received prior to the start of business at any meeting. Page 6 of 20

9 ARTICLE X - COMPENSATION AND INSURANCE Section 1. No Member of the Board, or any Member of any committee, or any person rendering any service on behalf of the Association, shall be entitled to any compensation or monetary consideration unless first authorized by the Board. Section 2. The Association is authorized to purchase liability insurance coverage for the Association, Board and Officers to cover them against negligence, errors and omissions and other liability claims incurred in the ordinary course of management of the affairs of the Association. ARTICLE XI - AMENDMENTS TO BYLAWS Section 1. With a quorum present which must include at least three (3) Board Members, these Bylaws may be amended by a two-thirds (2/3) majority vote of the Members present at a meeting. Members in good standing must be given fourteen (14) days notice in writing, setting forth the proposed amendment, addition or change, together with designated location, date and hour of meeting. ARTICLE XII - ASSOCIATION GOVERNANCE POLICIES Section 1. The Adoption and Amendment of Policies and Rules. A. The Association s governing documents and Colorado Revised Statutes give the Board the authority to adopt policies, procedures, rules and regulations (hereinafter collectively referred to as a Rule ), with the additional requirement that the Membership must ratify the proposed new or changed Rule by a majority vote at a meeting of the membership in accordance with Article V, Section 4 of the Bylaws. The Board and Membership may adopt Rules to facilitate the efficient operation of the Association, including clarification of provisions in the governing documents. B. The Board and Membership shall only adopt Rules in open meetings. At the meeting where the Board and Membership intends to adopt a proposed Rule, at an appropriate time determined by the Board, but before the Board and Membership votes on the adoption of the Rule, Members or their designated representatives will have an opportunity to speak regarding the Rule in the manner provided in the Association's Conduct of Meetings policy. C. The Board will give notice of the adoption, amendment, or repeal of the Rule in writing to each Member of the Association at the address for notices to Members as may be provided in the Association's Declaration or Bylaws, or as submitted to the Association by the Member, and will publish the Rule by any reasonable means available, which may include posting the Rule in the community or on the Association's website, by , mail, newsletter, or personal delivery. D. Any Member's failure to receive the Rule shall not serve as a defense to any attempt by the Association to enforce the Rule or to levy expenses, or attorneys' fees as a result of a violation of the Rule. Page 7 of 20

10 Section 2. Conduct of Meetings. A. Open Meetings. All meetings of the Association, including Members, Board and committee meetings, are open to every Member and any person designated by a Member in writing as the Member's representative. As used in this policy, "Member" includes any Member representative or other authorized attendee at an Association meeting. B. Board Meetings. At regular and special meetings of the Board, Members who are not members of the Board may not participate in any deliberation or discussion unless expressly so authorized by a vote of the majority of a quorum of the Board or as otherwise provided in this policy. The Board shall permit Members to speak before the Board takes formal action on an item under discussion, expressly including prior to the adoption of a rule or regulation, and the Board shall provide for a reasonable number of persons to speak on each side of an issue. However, the Board may place reasonable time restrictions on Member comments during any meeting. C. Agenda; Open Forum. The President of the Board, or in his/her absence, the Vice President, shall serve as chairperson of all meetings. The agenda for all meetings shall follow the order of business determined by the Board but shall include a Member Open Forum during which any Member who wishes to speak will have the opportunity to do so, subject to the other provisions of this policy. D. Limits on Right to Speak. The Board shall have the right to determine the length of time of the Open Forum. The presiding chairperson may place reasonable limitations on the time given to each Member seeking to comment to allow sufficient time for as many Members as possible to comment within the time permitted. Unless otherwise determined by the chairperson, each Member will have three minutes to speak during Open Forum. Members may not speak more than once during Open Forum except by permission of the Board. No Member may speak a second time until all Members wishing to speak have had an opportunity to speak once. E. Sign-Up Sheets. The Board may make an Open Forum sign-up sheet available to Members prior to the time a meeting is scheduled to begin. Any Member wishing to comment at the ensuing meeting may add his/her name to the sign-up sheet. The chairperson will recognize Members for comment at the meeting in the same order as their names appear on the sign-up sheet. Any Member wishing to comment who has not placed his/her name on the sign-up sheet may only speak if time permits. F. Member Conduct. No Member is entitled to speak until recognized by the chairperson. Only the chairperson may interrupt the person recognized to speak. The speaker shall observe the specific time limits set for comments. Personal attacks, whether physical or verbal, and offensive language will not be tolerated. All comments are to be directed to the chairperson and restricted to the agenda item being discussed. Courteous behavior is mandatory. G. Recording of Meetings. Note-taking and audio recording are permitted; however, video recording of all or any portion of any meeting is prohibited. If audio recording is used, the Secretary has 90 days in which to transcribe and certify the meeting minutes. The Board may place additional limitations or restrictions on note-taking by third-party attendees at Association meetings. Page 8 of 20

11 H. Curtailment of Member Conduct. Should the chairperson determine that any Member has spoken for the allocated amount of time or longer, or determine that the Member is in violation of the provisions of this policy, the chairperson shall have the authority to instruct that Member to yield the floor, and that Member will be obligated to comply with the chairperson's instruction. I. Disruptive or Unruly Behavior. If a Member refuses to stop talking after his/her allotted time has ended, or otherwise disrupts the meeting, or is otherwise in violation of the provisions of this policy, the following procedure will be followed: i. The chairperson will issue an oral warning that if the Member continues to speak, disrupt the meeting, or otherwise act in violation of the provisions of this policy, either the meeting will be adjourned or law enforcement/security will be called to remove the Member. If the Member continues to speak, disrupt the meeting, or otherwise act in violation of the provisions of this policy, the chairperson may call a recess and speak directly to the Member, reiterating that either the meeting will be adjourned or law enforcement/security will be called to remove the Member. If the Member still refuses to cooperate, the chairperson may choose whether to adjourn the meeting to another time or to call law enforcement/security. J. Executive Session. Notwithstanding the foregoing, the Board or a committee thereof may hold an executive or closed door session and may restrict attendance to Board Members and other persons specified by the Board to discuss any of the following: i. Matters pertaining to employees of the Association or the managing agent's contract or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the Association; iv. Consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; Investigative proceedings concerning possible or actual criminal misconduct; Matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; v. Any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; and vi. Review of or discussion relating to any written or oral communication from legal counsel. Prior to the time the Members of the Board convene in executive session, the President shall announce the general matter of discussion as enumerated in paragraphs (i) to (vi) above. The Board is not permitted to adopt any rule or regulation during an executive session. Page 9 of 20

12 K. Attorney/Client Privileged Communications. Upon the final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may elect to preserve the attorney-client privilege in any appropriate manner, or it may elect to disclose such information that it deems appropriate, in an open meeting. Section 3. Board Member Conflicts of Interest. A. General Duty. The Board shall use its best efforts at all times to make decisions that are consistent with high principles, and to protect and enhance the value of the properties in the community. All Members of the Board shall exercise their powers and duties in good faith and in the best interest of, and with utmost loyalty to, the Association. All Members of the Board shall avoid conflicts of interest and conflicting interest transactions in their dealings with and representation of the Association, and shall avoid the appearance of impropriety in those dealings. B. Definitions. i. "Conflict of interest" means circumstances under which a Board Member may be unduly influenced in his or her decision-making process in favor of or against any particular action. iv. "Conflicting interest transaction" means any contract, transaction, or other financial relationship between the Association and a Board Member, or between the Association and a party related to a Board Member, or between the Association and an entity in which a Board Member of the Association is a director or officer or has a financial interest. "Party related to a Board Member" means a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Board Member or a party related to a Board Member has a beneficial interest, or an entity in which a party related to a Board Member is a director, officer, or has a financial interest. Unless otherwise defined in this Policy, capitalized terms herein shall have the same meaning as in the Declaration or the Association's Articles of Incorporation or Bylaws. C. No Loans to Board Members. No loans shall be made by the Association to Board Members or Officers. Any Board Member or Officer who assents to or participates in the making of such a loan shall be personally liable to the Association for the amount of the loan until repayment thereof. D. Disclosure of Conflict of Interest or Conflicting Interest Transaction. In advance of entering into a conflicting interest transaction, the interested Board Member shall declare at an open meeting of the Board that a contract, transaction, or other financial relationship being contemplated or discussed by the Board may constitute a conflicting interest transaction with such Board Member, and the interested Board Member shall describe in detail all of the particular facts of the conflicting interest transaction and the conflict of interest giving rise thereto. If a Board Member other than the interested Board Member, in good faith, believes that the interested Board Member has a conflict of interest, or that the contract, transaction or other financial relationship being contemplated or discussed might constitute a conflicting interest transaction, then such other Board Member may disclose the facts upon which such belief is formed, and the Page 10 of 20

13 remainder of the Board, not including the interested Board Member, shall make a good faith determination as to whether a conflict of interest or conflicting interest transaction exists. E. Action Upon Disclosure. After the interested Board Member makes such a declaration, or the remainder of the Board determines that a conflict of interest or a conflicting interest transaction exists, the interested Board Member may be counted as present for purposes of establishing a quorum of the Board, but the interested Board Member shall not participate in a discussion of the matter giving rise to the conflict of interest or conflicting interest transaction, nor shall the interested Board Member vote on the issue giving rise to the conflict of interest or the conflicting interest transaction. F. Validity of Action. No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a Member or by or in the right of the Association, solely because (a) the conflicting interest transaction involves a Board Member or a party related to a Board Member or an entity in which the Board Member is a director or officer or has a financial interest, or (b) the Board Member is present at or participates in the meeting of the Association's Board or of a committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction, or (c) the Board Member's vote is counted for such purpose if: i. The material facts as to the Board Member's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or The material facts as to the Board Member's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board Members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Board Members entitled to vote thereon; or The conflicting interest transaction is fair as to the Association. Section 4. Inspection and Copying of Association Records. A. The Association shall keep as permanent records the following documents: i. Minutes of all meetings of Members and the Board. iv. A record of all actions taken by the Members or the Board by written ballot or written consent in lieu of a meeting. A record of all actions taken by a committee of the Board in place of the Board on behalf of the Association. A record of all waivers of notices of meetings of Members and of the Board or any committee of the Board. Page 11 of 20

14 v. A record of Members in a form that permits preparation of a list of the names and addresses of all Members, showing the number of votes each Member is entitled to vote. vi. All tax returns filed on behalf of the Association. B. In addition to the above, the Association shall keep a copy of each of the following records at its principal office: i. Articles of Incorporation, Declaration, Covenants and Bylaws iv. Resolutions adopted by the Board. The minutes of all Members' meetings and records of all actions taken by Members without a meeting for the past three (3) years. All written communications within the past three (3) years to Members generally as Members. v. A list of the names and business and home addresses of the Association's current Directors and Officers. vi. v A list of the names and business and home addresses of the Association's current Directors and Officers. The Association's most recent annual report if applicable. C. So the Association can have the desired books, records and personnel available, a written Request to Inspect must be submitted to the Association at least five (5) business days prior to the planned inspection. The Request must describe with reasonable particularity which records are to be inspected and the purpose of the inspection. D. All records shall be inspected at the location communicated to the requesting Member, between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday. The Board and the requesting Member may agree in writing to other hours of inspection. Notwithstanding the above, the Board may provide the records for inspection at the next regularly scheduled meeting if such meeting occurs within thirty (30) days after the Request was received. Further, upon consent of the Member, the Association may photocopy and provide the requested records to the Member in lieu of the Member's inspection of the records. E. No original records may be removed from the Association's possession. At the discretion of the Association's Board, certain original records may only be inspected in the presence of an Association Board Member or agent. F. The Association may charge a fee, not to exceed the Association's actual cost per page, for copies of the Association records. In addition, the Association may charge the Member up to $25.00 per hour for inspection time that requires supervision by an Association Board Member or agent. Page 12 of 20

15 G. Consistent with individual Members' rights to privacy, attorney-client confidentiality, and other considerations, the Association will not make the following documents available without the express written consent of the Board: i. Confidential litigation files and matters covering consultation with legal counsel concerning disputes that are subject of pending or imminent court proceedings or are privileged or confidential between attorney and client. iv. Files dealing with investigative proceedings concerning possible or actual criminal misconduct. Any matter the disclosure of which would constitute an unwarranted invasion of individual privacy. Interoffice memoranda, preliminary data, working papers and drafts, vendor bids, and general information or investigations which have not been formally approved by the Board. v. Members' personal contact information, including, but not limited to, telephone numbers or addresses; except the Association will, upon request, provide Members' names and addresses. H. In determining whether records may be inspected, the Association shall consider, among other things: i. Whether the request is made in good faith and for a proper purpose; iv. Whether the records requested are relevant to the purpose of the request; Whether disclosure is for an illegal or improper purpose, or would violate a constitutional or statutory provision or public policy; and Whether disclosure may result in an invasion of personal privacy, breach of confidence or privileged information as set forth above. I. Without the written consent of the Board, membership lists may not be: i. Obtained or used by any person for any purpose unrelated to the Association or the property subject to the Declaration; iv. Used solely to solicit money or property unless such money or property will be used solely to solicit the votes of the Members in an election to be held by the Association; Used for any commercial purpose; or Sold to or purchased by any person. J. The Association reserves the right to pursue any individual for damages or injunctive relief or both, including reasonable attorneys' fees, for abuse of these rights, including, but not limited to, use of any records for a purpose other than what is stated in the notice of intent to inspect. Page 13 of 20

16 Section 5. Collection Policy. A. When an Assessment has been levied against a Member, or prior to Annual Dues being due and payable, the Association shall send a notification via US Mail. The notification shall be in the form of a letter or invoice and will specify the following: 1. The basis for the Assessment 2. The amount of the Assessment or Annual Dues 3. The due date of the Assessment or Annual Dues B. The process for collection of Assessments and Annual Dues shall be as follows: 1. Due Dates: Annual Dues shall be due and payable on the first day of the Association s fiscal year (June 1 st ). Assessments or other charges shall be due and payable 30 days after the date of the notification, unless specified otherwise in the notification. The Association shall post payments to a Member s account on the day that the payment is received by the Association s Treasurer. 2. Offer of Payment Plan: If the Member does not pay the Assessment or Annual Dues in full by the due date, then pursuant to C.R.S the Association shall offer to the Member a payment plan with a minimum term of 6 months, or such other term as may be approved by the Board up to a maximum of 12 months, and consisting of monthly payments to satisfy the debt. The payment plan offer shall include the total amount due and an accounting of the debt as of the date of the offer, as well as instructions for the Member to contact the Association to accept the payment plan or to request a copy of the Member s statement showing the amounts due. The offer shall advise the Member of the actions required to cure the debt and that failure to do so within 30 days may result in the account being turned over to an attorney and/or collection agency, a lawsuit being filed against the Member, the filing and foreclosure of a lien against the Member s property, or other remedies available under Colorado law. 3. Payment Plan Exemption: No payment plan need be offered if the Member does not occupy the lot or tract and has acquired the lot or tract as a result of a default of a security interest or by foreclosure. No payment plan need be offered if a Member has previously entered into a payment plan with the Association that has not yet been completed. 4. Delinquency: If after thirty days from the offer of a payment plan (i.e. after 60 days from the original due date) the Member has not satisfied the debt or entered into a payment plan, the debt shall be considered delinquent. 5. Failure to Adhere to Payment Plan: If the Member enters into a payment plan but subsequently fails to comply with the terms of the payment plan, including the payment of ongoing assessments and dues of the Association, then the debt shall be considered delinquent and the Association may, without additional notice, refer the delinquent account to an attorney and/or collection agency for collection action or may take such other action as it deems appropriate in relation to the delinquency. 6. Late Charges and Interest Charges: The Association may assess against a Member a late charge of $20 dollars, and interest charges at the rate of 10% per annum from the due date, on any annual dues or assessment not paid within 30 days of the due date. Page 14 of 20

17 7. Return Check Charges: The Association shall assess against a Member the amount of the bank fee the Association incurred in the event any check or other instrument is not honored or is returned by the bank for any reason whatsoever, including, but not limited to, insufficient funds. 8. Referral of Delinquent Accounts: If a debt becomes delinquent, either because the Member did not accept a payment plan or through a default on an agreed upon payment plan, the Board may at its discretion submit the Member s account to an attorney and/or to a collection agency, file a lawsuit against the Member, file and foreclose on a lien against the Member s property, and other remedies available under Colorado law. 9. Standing: A Member shall be a Member Not in Good Standing for as long as their debt to the Association remains delinquent. 10. Attorney Fees & Collection Costs on Delinquent Accounts: The Association shall be entitled to recover its reasonable attorney fees and collection costs incurred in the collection of annual dues, assessments, late fees, interest, and other charges due the Association from a delinquent Member. The reasonable attorney fees incurred by the Association shall be due and payable immediately when incurred, upon demand. 11. Application of Payments: Once an account is delinquent and referred to the Association s attorney, all payments received on account of any Member shall be applied in the following manner: first to the payment of any and all legal fees and costs (including attorney fees), then to expenses of enforcement and collection, late charges, returned check charges, lien fees, and other costs owing or incurred with respect to such Member pursuant to the Declaration, Articles, Bylaws, Rules, or this Collection Policy, prior to application of the payment to any special or regular assessments due or to become due with respect to such Member. 12. Certificate of Status of Assessment: The Association shall furnish to a Member upon written request to the Association, a written statement setting forth the amount of unpaid assessments currently levied against such Member s property. However, if the account has been turned over to the Association s attorney, such request shall be handled through the attorney. 13. Bankruptcies and Foreclosures: Upon receipt of any notice of a bankruptcy filing by a Member, or upon receipt of a notice of a foreclosure by any holder of an encumbrance against any lot or tract within the Association, the Board shall notify the Association s attorney of the same and may turn the account over to the Association s attorney. 14. Delinquencies Constitute Covenant Violations. Any delinquency in the payment of dues and assessments shall constitute a violation of the covenants contained in the Declaration; and after notice and an opportunity for a hearing, the Association may impose sanctions on the delinquent Member consistent with the Association's Covenant Enforcement Policy. 15. Defenses: Failure of the Association to comply with any provision in this Collection Policy shall not be deemed a defense to payment of assessment fees or other charges, late charges, return check charges, attorney fees and/or costs as described and imposed by this Collection Policy. 16. Waivers. Nothing in this collection policy shall require the Association to take specific actions or pursue specific legal remedies. The Association has the option and right to continue to evaluate each delinquency on a case-by-case basis. The Association may Page 15 of 20

18 grant a waiver of any provision herein upon petition in writing by a Member showing a personal hardship. Such relief granted a Member shall be appropriately documented in the files with the name of the person or persons representing the Association granting the relief and the conditions of the relief. In addition, the Association is hereby authorized to extend the time for the filing of lawsuits and liens, or to otherwise modify the procedures contained herein, as the Association may determine appropriate under the circumstances. Section 6. Covenant Enforcement Policy. A. Power. The Board shall have the power and duty to hear and make decisions regarding violations and written complaints filed with the Board and to impose sanctions, pursuant to this policy. The Board may determine enforcement action on a case-by-case basis, take other actions as it may deem necessary and appropriate to assure compliance with the Association's Declaration, Articles of Incorporation, Bylaws, and rules and regulations (collectively the "Documents"), and create a safe and harmonious living environment. B. Remedies Not Exclusive. These enforcement provisions may be in addition to other specific provisions outlined in the Documents, and the Association is not required to follow these enforcement provisions before seeking such other remedies. The Association may choose a legal remedy or seek assistance from other enforcement authorities, such as police, fire, or animal control, as it deems appropriate. C. Complaint. A proceeding to determine if the Documents have been violated and any enforcement measures and remedies that may apply shall be initiated by the filing of a written Complaint with or by the Association's Board. The Complaint shall state the specific provision(s) of the Documents alleged to have been violated and as many specifics as are available as to time, date, location and persons involved. D. Notice of Complaint and Warning Letter. Upon receipt of a Complaint, if the Board determines that the allegations in the Complaint are sufficient to constitute a violation of the Documents and that action is warranted, the Board shall send a warning letter ("Warning Letter") to the person(s) (the "Respondent") alleged to have violated the Documents, by prepaid, first class United States mail, addressed to the mailing address of the Respondent appearing on the records of the Association. The Warning Letter shall advise the Respondent of the following: (1) the details of the Complaint, or include a copy of the Complaint; (2) the alleged violation of the Documents; and (3) directing the Respondent to take specific action to remedy the violation, or cease the violating activity, within ten (10) days from the date of the Warning Letter, or face further enforcement action. E. Continued Violation After Warning Letter and Right to Hearing. If, following the Warning Letter having been sent to the Respondent, the Association receives further complaint of the same or similar violations by the same Respondent or that the Respondent has not corrected the violation within the time permitted, the Association shall send a second notice to the Respondent, by prepaid, first class United States mail, addressed to the mailing address of the Respondent appearing on the records of the Association. The notice shall advise the Respondent of the following: (1) the alleged violation of the Documents; (2) the enforcement action that the Association may take or sanction the Association may impose; (3) Respondent's right to a hearing, either in person or in writing, by a committee appointed by the Board at a meeting of the Board which is at least fifteen (15) days after the date of the notice; (4) the date of the hearing; and (5) the Board's right to proceed with or without a hearing, at its discretion, to make its Page 16 of 20