AMENDED BYLAWS
OF THE INDIAN MOUNTAIN CORPORATION
PREAMBLE
These
Bylaws govern the operation of the Indian Mountain Property Owners
Association (IMPOA). They
are being enacted in 2004 to aid in implementation of the Articles
of Incorporation of IMPOA that were filed with the State of Colorado
in 1985 as part of the registration of the Association. They
are an amendment of the Bylaws that were written by the first Board
of Directors, adopted by the membership in 1985, and amended slightly
in later years.
ARTICLE I
Definitions
Section
1. “Association” and “IMPOA”
shall mean and refer to the Indian Mountain Property Owners Association,
a nonprofit corporation organized and existing under the laws of the
state of Colorado.
Section
2. “The Properties” shall
mean and refer to all real estate situated in Indian Mountain, a subdivision
in Park County, according to the recorded plat thereof.
Section
3. “Common Properties
and Facilities” shall mean and refer to parks, playgrounds, commons,
foot ways, including buildings, structures, and any other properties
owned and/or maintained by the Association for the common benefit and
enjoyment of the residents within The Properties.
Section
4. “Members” shall
be the owners of the lots in the Indian Mountain Subdivision.
Section
5. “Members in Good
Standing”
shall be Members of the Association who have paid their annual dues and
assessments.
ARTICLE II
Membership
Section
1. The members of this
Association shall be the owners of real estate situated in the Indian
Mountain Subdivision of Park County.
Section
2. In the case of joint
ownership of a property, the joint owners shall be entitled to only
one membership in the Association.
Section
3. The amounts of assessments
and annual membership dues are to be determined by a quorum vote of
the members in good standing. (See
ARTICLE III, Section 2. for definition of a quorum.)
ARTICLE III
Voting Rights
Section
1. Each member of the
Association in good standing shall have one vote on any issue before
the Association. In the
case that one person or group owns multiple lots within the Subdivision,
only one vote may be exercised by that person or group on matters that
come before the Association for action.
Section
2. Ten percent of the
members in good standing of the Association, represented in person
or by proxy, shall constitute a quorum at a meeting of the membership. If
a quorum is present, the affirmative vote of a simple majority of the
members in good standing at the meeting on the subject matter shall
be the act of the members of the Association, unless the vote of a
greater number is required by law, by the Articles of Incorporation,
or by these Bylaws.
Section
3. A proxy may be designated
by and vote for any absent member in good standing. See
Article XIII, below.
ARTICLE IV
Rights of Enjoyment
of Common Property of this Association
Section
1. Each member shall be
entitled to the use and enjoyment of the common properties and facilities.
Section
2. Any member may delegate
his/her rights of enjoyment in the common properties and facilities
to his/her family who frequent the Properties, or to any of his/her
tenants who reside thereon.
ARTICLE V
Purpose of the Association
Section
1. The purpose of this
Association is to provide the Property Owners of the Indian Mountain
Subdivision, located in Park County, Colorado, a forum in which to
present, discuss and decide on all lawful matters as related to, but
not limited to the following:
(1) maintain
and enhance the current and future real property values in the subdivision
(2) provide
for the collection and dissemination of information of the concerns
of subdivision property owners;
(3) provide
a legal organization for liaison with official county and state government
departments or agencies, and other subdivisions where mutual interests
prevail;
(4) promote
the general welfare of subdivision property owners related to safety
and security of people and property.
ARTICLE VI
Board of Directors
Section
1. The business and affairs
of the Association shall be managed by its Board of Directors, except
as otherwise provided in the Colorado Corporation Act, or the Articles
of Incorporation.
Section
2. The number of Directors
shall be not less than three nor more than seven.
Section
3. Directors shall be
elected at each annual meeting of the membership for three year terms. Two directors shall be elected each year, except the third
year of the cycle when three directors shall be elected. Directors shall only be elected from and among the members
in good standing.
ARTICLE VII
Election of Directors
Section
1. The election of Directors
shall occur at an annual meeting of the members.
Section
2. The election of the
Directors shall be by written ballot as hereinafter provided. At
such election, the members in good standing or their proxies may cast,
in respect of each vacancy, one vote. The
names receiving the largest number of votes shall be elected.
Section
3. Nomination for election
to the Board of Directors may be made by the Board of Directors, the
Nominating and Elections Committee (see below), and by any other member
of the Association . Such
nominations shall be made from among the members in good standing. Nominations
shall be placed on the written ballot as provided in Section 5, and
shall be made in advance of the time fixed in Section 5 for the mailing
of such ballots to members.
Section
4. If a Director resigns or becomes unavailable to serve before the
annual election, an acting Director may be appointed by the Board of
Directors to serve until duly elected or replaced at the next annual
meeting by a vote of the members in good standing of the Association.
Section
5. All elections to the
Board of Directors shall be made on written ballots which shall: (a)
describe the vacancies to be filled; (b) set forth the names of those
nominated and (c) contain space for write-in votes by the members. Such
ballots shall be prepared and mailed to the members at least twenty-one
(21) days in advance of the date set forth therein for a return (which
shall be a date not later than the day before the annual meeting or
special meeting called for the elections).
Section
6. Each member in good
standing may cast only one vote for each vacancy. The
completed ballot shall be placed in a sealed envelope marked with the
notation
“BALLOT” and with the name, signature, section number, and
lot number of the member casting the ballot. Each
such ballot envelope shall contain only one ballot, and the member shall
be advised that, because of the verification procedures in Section 7,
the inclusion of more than one ballot in any ballot envelope, shall disqualify
all of the ballots in that envelope. The
ballot envelope shall be returned to the Secretary of the Association
or designee.
Section
7. Upon receipt of a ballot
envelope, the Secretary shall place it in a safe place until the day
set for the annual meeting at which the elections are to be held. On
that day, the ballot envelopes shall be turned over, unopened, to the
Board of Directors. The
Board shall use the following procedure to tally the votes:
(a) establish
that one ballot is cast by the member or their proxy identified on
the outside of the envelope;
(b) confirm
that there is a signature of the member or their proxy on the outside
of the envelope; and
(c) if
the vote is by proxy, confirm that a proxy has been filed with the
Secretary as provided in ARTICLE XIII, and that such proxy is valid.
This procedure shall
be implemented to the extent feasible in a manner that the vote of
any particular member or proxy shall not be disclosed to anyone, even
the Board of Directors.
The
outside envelopes shall then be placed in a safe place and the Board
of Directors shall proceed to the counting of the votes. Immediately
after the announcement of the results, unless a review of the procedure
is demanded by the members present, the ballots and the envelopes shall
be destroyed.
ARTICLE VIII
Powers and Duties of
the Board of Directors
Section
1. The Board of Directors
shall have power:
(a) to
call special meetings of the members whenever it deems necessary, and
it shall call a meeting at any time upon written request of 25% of
the members in good standing.
(b) to
appoint and remove at pleasure all officers, agents, and employees
of the Association, prescribe their duties, fix their compensation,
and require of them such security or fidelity bond as it may deem expedient. Nothing
contained in these Bylaws shall be construed to prohibit the employment
of any Member, Officer or Director of the Association in any capacity
whatsoever.
(c) to
adopt and publish rules and regulations governing the use of the common
properties and facilities of the Association and the personal conduct
of the members and their guests thereon.
(d) to
exercise for the Association all powers, duties and authority vested
in or delegated to this Association.
(e) in
the event that any member of the Board of Directors of this Association
shall be absent for three (3) consecutive regular meetings of the Board
of Directors, the Board may by action taken at the meeting during which
such third absence occurs, declare the office of such absent Director
to be vacant.
Section
2. It shall be the duty
of the Board of Directors:
(a) to
cause to be kept a record of 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.
(b) to
supervise all officers, agents and employees of the Association, and
to see that their duties are properly performed.
(c) to
fix the amount of assessments, if assessments become necessary, against
each member for each assessment period at least thirty (30) days in
advance of such date or period and at the same time, prepare a roster
applicable thereto which shall be kept in the office of an Officer
of the Association and shall be open to inspection by any member, and
to send written notice of each assessment to every member.
(d) to
issue a certificate to each member when any assessment has been paid. Such
certificate shall be conclusive evidence of any assessment therein
stated to have been paid.
ARTICLE IX
Directors’ Meetings
Section
1. A regular meeting of
the Board of Directors shall be held immediately after, and at the
same place as the annual meeting of the membership. The
Board of Directors may provide, by resolution, the time and place within
the state of Colorado for the holding of additional meetings without
other notice than such resolution.
Section
2. Special meetings of
the Board of Directors shall be held when called by any officer of
the Association or by any two directors after not less than seven (7)
days notice given to each Director.
Section
3. The transaction of
any business and any meeting of the Board of Directors shall be valid
if a quorum is present and if transactions are approved by a majority
of the Directors in attendance.
Section
4. The majority of the
Board of Directors shall constitute a quorum thereof.
ARTICLE X
Officers
Section
1. The officers shall
be a president, a vice-president, a secretary, and a treasurer. The
officers shall be members of the Board of Directors and shall be members
in good standing of the Association.
Section
2. The officers shall
be chosen by a majority vote of the Directors.
Section
3. All officers shall
hold office during the pleasure of the Board of Directors, from the
close of the annual meeting.
Section
4. The president shall
preside at all meetings of the Board of Directors, shall see that orders
and resolutions of the Board of Directors are carried out, and shall
co-sign all notes, checks, leases, mortgages, deeds or other written
instruments involving more than $1000.00.
Section
5. In the absence of the
president, the vice-president shall perform all the duties of the president.
Section
6. The secretary of the
Board of Directors, shall record the votes and keep the minutes of
all proceedings in a file to be kept for the purpose. The
secretary shall keep the records of the Association; shall record in
a file for that purpose the names of all members and members in good
standing of the Association, together with their addresses.
Section
7. 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, provided however, that a resolution shall
not be necessary for disbursements made in the ordinary course of business
conducted within the limits of a budget adopted by the Board. The
treasurer shall sign all checks and notes of the Association provided
that such checks and notes involving more than $1000.00 shall be co-signed
by the president or the vice-president. The
treasurer shall keep proper books to be audited by the Board of Directors
or a subcommittee thereof at the completion of each fiscal year. The
treasurer shall prepare the annual budget for approval by the Board
of Directors and an annual balance sheet statement. The
draft budget for the coming year and balance sheet statement for the
previous year shall be presented to the membership at its regular annual
meeting.
ARTICLE XI
Committees
Section
1. The Board of Directors
may, at its discretion, activate Standing Committees of the Association
to assist the Board in the conduct of its activities. These
Standing Committees are:
The
Nominating and Elections Committee
The
Recreation Committee
The
Maintenance Committee
The
Architectural Review Committee
The
Membership/Publicity Committee
The
Finance/Audit Committee
The
Area Representatives Advisory Committee
The
Emergency Services Committee
The
Construction/Utilities Information Committee
Unless otherwise provided
herein, each Standing Committee shall consist of a Chairman and two
or more members, and may include a member of the Board of Directors
for board contact.
The committee chairpersons
shall be appointed by the Board of Directors after each annual meeting
to serve until the close of the next annual meeting, and such appointment
shall be announced to the members of the Association. The
Board of Directors may appoint such other committees as it deems desirable.
Section
2. A Nominating and Elections
Committee may be appointed by the Board of Directors to carry out the
duties and functions of the Board described in Article VII.
Section
3. The Recreation Committee
may be activated by the Board of Directors to advise the Board on matters
pertaining to the recreational program and activities of the Association. It
shall plan/organize all recreational/social functions for the membership. It shall act as Liaison Committee to work with Indian Mountain
Metropolitan Recreation and Parks District to provide quality recreational
activities to enable maximum use of existing facilities and planning
of new facilities. See
section 11.
Section
4. The Maintenance Committee
may be activated by the Board of Directors to advise the Board of Directors
of matters pertaining to the maintenance, repair or improvement of
the common properties and facilities of the Association, and shall
act as Liaison Committee to the Indian Mountain Metropolitan Recreation
and Parks District in these matters. It
shall work as liaison with Park County to see that Indian Mountain
Subdivision receives road care as necessary to allow safe use of property
and recreational facilities.
Section
5. The Architectural Review
Committee may be activated by the Board of Directors to watch for any
proposals, programs, or activities which may adversely affect the residential
value of The Properties and shall advise the Board regarding Association
action on such matters. It
shall work with Park County as a liaison to ensure that County laws
are upheld. It shall evaluate/approve/disapprove
building plans as submitted by property owners within the boundaries
of Indian Mountain, regardless of membership status with the property
owners’ association. It
shall notify property owners of Indian Mountain covenants and pursue
necessary means to see that covenants are enforced. (It
shall work with the “Grantor” defined by the Indian Mountain
Covenants, as necessary, until such time as the responsibilities of
said “Grantor”
are assumed by the Association.
Section
6. The Membership/Publicity
Committee may be activated by the Board of Directors to promote membership
in the Association and shall inform the members of all activities and
functions of the Association and shall, after consulting the Board
of Directors, make such public releases and announcements as are in
the best interests of the Association. It
shall work with the Recreation District and local newspapers to accomplish
the above duties.
Section
7. The Finance/Audit Committee
may be activated by the Board of Directors to supervise and approve
the annual audit of the Association’s books and balance sheet
statement to be presented to the membership at its regular annual meeting
as provided in Article X, Section 6. The
Treasurer shall not be a member of the Committee.
Section
8. The Area Representatives
Advisory Committee may be activated by the Board of Directors and shall
consist of a member appointed from each designated geographical area
of the Subdivision to bring to the attention of the Board of Directors
and other committees any unique problems or area-specific considerations
for a balanced representation to the Board.
Section
9. The Emergency Services
Committee may be activated by the Board of Directors to inform the
membership of emergency services available in the areas of medical,
health, legal and law enforcement emergencies, and to advise the Board
of Directors in these areas.
Section
10. The Construction/Utilities
Information Committee may be activated by the Board of Directors to
inform the membership of developments in the construction field, prepare
directories of construction, electrical, and plumbing suppliers and
pursue any developments of interest in the area of utility installations
in the Indian Mountain
Subdivision. It may also
serve as an advisory committee to the Board in these areas.
Section
11. With the exception
of the Nominating and Elections Committee and the Architectural Review
Committee, each committee shall have the power to appoint a sub-committee
from among its membership and may delegate to any such sub-committee
any of its powers, duties and functions.
Section
12. It shall be the duty
of each committee to receive complaints from members on any matter
involving Association functions, duties and activities. It
shall offer assistance, if possible, dispose of, or refer them to such
other committee, director or officer of the Association as is further
concerned with the matter presented.
ARTICLE XII
Meetings of Members
Section
1. The regular annual
meeting of the membership shall be held during the months of February
to April of each year beginning with the year 2005 for the purpose
of electing directors and for the transaction of such business as may
come before the meeting. Written
notice stating the place, day and hour of the meeting, and the purpose
for which the meeting is called, shall be delivered not less than 14
or more than 60 days before the date of the meeting. Such
notice shall be deemed to be delivered to each member of the Association
if mailed at the time of deposit in the U.S. Mail, addressed to the
member at his/her address as it appears on the records of the Association,
with postage thereon prepaid.
Section
2. Special meetings of
the membership for any purpose may be called any time by the President
or the Vice-President, or by any two or more members of the Board of
Directors, or upon written request of twenty-five percent of the members
in good standing.
ARTICLE XIII
Proxies
Section
1. At all meetings of
members, each member in good standing may vote in person or by proxy.
Section
2. All proxies shall be
in writing and filed with the Secretary one week before the meeting
at which the proxy is first to be exercised. No
proxy shall extend beyond a period of eleven (11) months from the date
of signature by the person granting the proxy, and every proxy shall
automatically cease upon the sale by the member of his/her property.
Section
3. The written identification
of the proxy must carry the member’s signature and the signature
of the proxy. Anyone serving
as a proxy for a member in good standing must also be a member in good
standing.
ARTICLE XIV
Books and Papers
Section
1. The books, records
and papers of the Association shall at all times, during reasonable
business hours, be subject to inspection by any member.
ARTICLE XV
Corporate Seal
Section
1. The Association shall
have a corporate seal in circular form having within its circumference
the words:
Indian
Mountain Property Owners Assoc.
ARTICLE XVI
Amendments
Section
1. The Bylaws may be amended
only by the affirmative vote of a majority of a quorum of the members
in good standing. In addition,
those provisions of these Bylaws which are governed by the Articles
of Incorporation of this Association may not be amended except as provided
in the Articles of Incorporation or applicable law.
Section
2. In the case of a conflict
between the Articles of Incorporation and these Bylaws, the Articles
shall control.
IN WITNESS WHEREOF, we,
being all of the Directors of the Indian Mountain Property Owners’ Association,
have hereunto set our hands this
12th day of February,
2004.