These are the Amended and Restated Bylaws of the
Alpine Lakes Ranch Property Owner's Association, Inc (the "Association"), which shall
operate under the Colorado Revised Nonprofit Corporation Act, as amended (the "CRNCA")
and the Colorado Common Interest Ownership Act, as amended (the "Act"). The Association
owns certain real property and manages and operates that certain common interest community
known as, "Alpine Lakes." Terms used herein shall have the meaning set forth in that
certain Declaration of Protective Covenants for Alpine Lakes Ranch, Inc.,
recorded on May 18, 1994 at Reception No 1994003532 in Archuleta County, Colorado,
as the same may be amended and restated ("Declaration") and in the Act.
The terms "Unit" and "Lot" are synonymous and shall refer to a separately-taxed parcel
within the Common Interest Community as described in the Act.
ARTICLE 2 - BOARD OF DIRECTORS
Section 2.1 Number and Qualification The affairs of
the Common Interest Community and the Association shall be governed by a Board of Directors
(referred to in the Act as the "Executive Board"), whose members ("Directors") shall be
elected in accordance with these Bylaws. There are seven (7) Directors, each of whom is
serving a one-year term. Only Owners (or in the case
of an Owner who is an entity organized pursuant to Colorado law, a representative of the
Owner) eligible to vote and otherwise in good standing, may be elected or appointed to fill a
vacancy on the Board of Directors. In the case where, through removal or resignation, the
total number of Directors is less than 7, the Board of Directors will be considered properly
constituted until such vacancies are
filled. The number of Directors may be increased or decreased by amendment of these Bylaws;
provided, however, the number must be at least three. Each Director shall hold office
until the election and qualification of his or her successor. At any meeting at which one or more
Directors is to be elected: (i) the vote shall be by secret ballot (i.e., not published to the
voting body), and (ii) the Owners may, by resolution, adopt specific procedures which are not
inconsistent with these
Bylaws or the CRNCA for conducting the elections. Notwithstanding any provision herein to
the contrary, no individual may serve more than four consecutive terms, only one Owner from a
particular Unit may serve on the Board, and an Owner whose Unit is for sale may not run
for election to the Board. (4/11)
Section 2.2 Powers and Duties The Board of Directors
may act in all instances on behalf of the Association, except as provided in the Declaration,
these Bylaws or the Act. The Board of Directors shall have, subject to the limitations
contained in the Declaration and the Act and subject to the good governance policies
(#1 - #9) and reasonably prudent business judgment of each Director, the powers and
duties necessary for the administration of the affairs of the Association and of the Common
Interest Community, including the following powers and duties:
- (a) Adopt and amend Rules and adopt and amend Bylaws.
- (b) Adopt and amend budgets for revenues, expenditures and reserves in
accordance with the Declaration and Section 2.14 below.
- (c) Levy and collect Common Expenses Assessments from Owners and all other
charges as is permitted under the Act, including, but not limited to, an administrative
fee in such
amount as is set from time to time by the Board.
- (d) Levy and collect Special Assessments in accordance with the Declaration.
- (e) Suspend the Voting Interest allocated to a Unit, and the right of an
cast such vote, or by proxy the vote of another, during any period in which such Owner is
not in good standing, or, after notice and a hearing, during any time in which a Owner is
in violation of any other provision of the Governing Documents.
- (f) Hire and discharge Managers as more particularly provided below.
- (g) Hire and discharge employees, independent contractors and agents other
- (h) Institute, defend or intervene in litigation or administrative
seek injunctive relief for violations of the Governing Documents in the Association's name,
on behalf of the Association or on behalf of two or more Owners in matters affecting the Common
- (i) Make contracts and incur liabilities, including borrowing funds in order
to pay for any expenditure or outlay required pursuant to the authority granted by the provisions
of the Declaration.
- (j) Regulate the use, maintenance, repair, replacement and modification of
all property within the Community, specifically including, but not limited to, the execution
and administration of all grazing leases.
- (k) Cause additional improvements to be made as a part of the Common
- (l) Acquire, hold, encumber and convey, in the Association's name, any right,
title or interest to real estate or personal property (including, but not limited to Common
Elements), but Common Elements may be conveyed or subjected to a security interest only
pursuant to Section 312 of the Act.
- (m) Grant easements for any period of time, including permanent easements,
and grant leases, licenses and concessions, through or over the Common Elements, generally,
and specifically to accommodate the Grazing Program.
- (n) Establish from time to time, and thereafter impose, charges for late
payment of Assessments or any other sums due and, after notice and hearing, levy a reasonable
fine for a violation of the Governing Documents.
- (o) Impose a reasonable charge for the preparation and recording of
amendments to the Declaration and statements of unpaid Assessments.
- (p) Provide for the indemnification of the Association's officers and the
Board of Directors to the extent provided by law, provide for the indemnification of committee
members and others in accordance with these Bylaws to the extent the Board of Directors deems
just and reasonable, and maintain directors' and officers' liability insurance.
- (q) Declare the office of a Director to be vacant in the event such member
shall fail to participate in three (3) regular meetings of the Board of Directors during any
one (1) year period.
- (r) Appoint any committee as required or permitted by the Declaration or
these Bylaws or as may be deemed appropriate by the Board of Directors to carry out its purposes
and duties, and by resolution, establish committees, permanent and standing, to research, make
recommendations or perform any of the above functions under specifically delegated
administrative standards as designated in the resolution establishing the committee.
- (s) By resolution, set forth policies and procedures which shall be
considered incorporated herein by reference as though set forth in full, and which provide for
corporate actions and powers which are different than those set forth in the CRNCA but which
are permitted by the CRNCA to be "otherwise set forth in the Bylaws." Such resolutions shall
be given the same force and effect as if specifically enumerated in these Bylaws.
- (t) By resolution, set forth policies and procedures as is required by the
- (u) Exercise any other powers conferred by the Declaration, the Articles of
Incorporation, these Bylaws, the Act, or the CRNCA.
- (v) Exercise any other power necessary and proper for the governance and
operation of the Association.
- (w) Exercise any other power that may be exercised in the state by a legal
entity of the same type as the Association.
Section 2.5 Vacancies Vacancies created by removal of
a Director by the Owners pursuant to Section 2.4 shall be filled by a majority of the
Board of Directors (at a regular or special
meeting) remaining after such vote to remove even though the Directors present at such a
meeting may constitute less than a quorum; provided, however, if the entire Board is removed at
once, an election shall be held immediately thereafter at the same meeting and the Owners shall
elect an entirely new Board of Directors. Each person elected or appointed to the Board of
Directors shall serve out the term of the Director who he or she replaced. Thus, if the
entire Board consists of seven members, and all are removed, the seven persons elected shall
serve out the terms of the Directors removed.
Section 2.6 Regular Meetings The first regular
meeting of the Board of Directors following each annual meeting of the Owners shall be held
within sixty (60) days after the annual
meeting at a time and place to be set by the Board of Directors at the meeting at which
the Board of Directors shall have been elected. No notice shall be necessary to the newly
elected Board of Directors in order to legally constitute such meeting, provided a majority
of the Directors are present.
The Board of Directors may set a schedule of additional regular meetings by resolution,
and no further notice to Board members is necessary to constitute regular meetings. However, the
agenda of a regular meeting shall be made reasonably available, in advance of the meeting, to
Section 2.8 Quorum; Actions of the Board of Directors
A majority of the Directors shall
constitute a quorum for all meetings and consents. Unless otherwise determined by a vote
of the Board of Directors as to a particular issue, a majority vote of those present,
constitutes a valid corporate action. For purposes of this Article 2, the term "present"
shall include attendance in
person, by proxy (to the fullest extent provided by the CRNCA), or in any manner provided
in Section 2.12 below. Each Director casts one vote.
Section 2.13 Compensation No Director shall receive
any compensation from the Association for acting as such, however Directors may be reimbursed
for expenses incurred on
behalf of the Association upon approval of a majority of the other Directors. Nothing
herein shall prohibit the Association from compensating a Director, or any entity with
which a Director is affiliated, for services or supplies furnished to the Association
in a capacity other than as an Director
pursuant to a contract or agreement with the Association, provided that such Director's
interest was made known to the Board prior to entering into such contract and such contract was
approved by a majority of the Board of Directors, excluding the interested Director.
Section 2.14 Fiscal and Operational Responsibility
The Board shall adopt a budget which
is sufficient to comply with the Declaration, to fund current and anticipated expenses of
the Association, and to ensure that repairs, maintenance, replacements and improvements
(including capital improvements) are made by reputable companies with expertise in the
particular areas. The Board shall also ensure that there are sufficient funds and procedures
available to comply with the disclosure, education and other requirements concerning the
management and operations of the Association pursuant to the Act, including, but not limited
to, the establishment of a web site in order to disseminate information to owners as
required by the Act.
ARTICLE 3 - OWNERS
Section 4.1 Designation The principal officers of the
Association shall be the president, the vice president, the secretary and the treasurer,
all of whom shall be elected by the Board of Directors. The Board of Directors may appoint
an assistant treasurer, an assistant secretary and other officers as it finds necessary who
need not be a director. Any two offices may be held by the same person, except the offices
of president and secretary. The office of vice president may be vacant. All officers must
be Directors. All Directors vote, regardless of the office he or she may hold.
Section 4.7 Treasurer The treasurer shall be
responsible for Association funds and securities, for keeping full and accurate financial
records and books of account showing all receipts and disbursements and for the preparation
of all required financial data. This officer shall be responsible for the deposit of all
monies and other valuable effects in depositories designated by the Board of Directors and
shall perform all the duties incident to the office of treasurer of a nonprofit
corporation organized under the laws of the State of Colorado. The treasurer may endorse
on behalf of the Association, for collection only, checks, notes and other obligations
and shall deposit the same and all monies in the name of and to the credit of the Association
in banks designated by the Board of Directors. Except for reserve funds described below,
the treasurer may have custody of and shall have the power to endorse for transfer,
on behalf of the Association, stock, securities or other investment instruments owned or
controlled by the Association or as fiduciary for others. Reserve funds of the Association
shall be deposited in segregated accounts or in prudent investments, as the
Board of Directors decides.
Section 4.8 Execution of Instruments Except as
provided in Sections 4.4, 4.6 and 4.7 of these Bylaws, all agreements, contracts,
deeds, leases, checks and other instruments of the Association shall be executed by any
officer of the Association or by any other person or persons designated by the Board of
ARTICLE 5 - ENFORCEMENT
Section 6.1 Actions Other Than By Or In The Right of The
Association The Association shall indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Association) by reason of the fact that
he or she is or was a Director or officer of the Association, who is or was serving at the
request of the Association in such capacity, for expenses (including expert witness fees,
attorneys' fees and costs) judgments, fines, amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or proceeding,
if he or she acted in good faith and in a manner which such individual reasonably believed
to be in the best interests of the Association, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Determination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith and in a manner he or
she reasonably believed to be in the best interests of the Association and, with respect
to any criminal action or proceeding, had reasonable cause to believe his or her conduct
was unlawful. Such liability shall be satisfied within thirty (30) days after request
therefor if there exists adequate operating funds but, if not, the
funds shall be raised by a special assessment of the Owners as quickly as possible,
without the need of Owners' approval.
Section 6.2 Actions By Or In the Right of The
Association The Association shall indemnify any person who was or is a party or who
is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the Association to procure judgment in its favor by reason of the
fact that such person is or was a Director or officer of the Association or is or was
serving at the request of the Association in such capacity, against expenses
(including expert witness fees, attorneys' fees and costs) actually and reasonably
incurred by him or her in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner which he or she reasonably
believed to be in the best interests of the Association; but no indemnification shall
be made in respect of any claim, issue or matter as to which such person has been
adjudged to be liable for negligence, recklessness, or willful misconduct in the
performance of his or her duty in the Association unless, and to the extent that
the court in which such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such expenses
if such court deems proper. Such liability shall be satisfied within thirty (30) days
after request therefor if there exists adequate operating funds but, if not, the
funds shall be raised by a special assessment of the Owners as quickly as practical,
without the need of Owners' pre-approval.
Section 6.3 Successful on the Merits Although the
indemnifications in Sections 6.1 and 6.2 do not require a final determination of
non-culpability, to the extent that a Director, Manager, officer, committee member,
employee, fiduciary or agent of the Association (collectively or singularly as context
requires, "appropriate person") has been wholly successful on the merits in
defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of this
Article 6, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including expert witness fees, attorneys' fees and costs)
actually and reasonably incurred by him or her in connection therewith.