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.
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