Northeast Colorado Springs Neighborhood Association

Bylaws

NECSNA Bylaws

BYLAWS
OF
NORTH EAST COLORADO SPRINGS NEIGHBORHOOD ASSOCIATION
(Not for Profit)

These Bylaws have been adopted by the Board of Directors or North East Briargate Neighborhood Association (the "Association"), a corporation organized under the Colorado Nonprofit Corporation Act (Articles 20 lo 29, Title 7, Colorado Revised Statutes, 1973),

ARTICLE I Members
Section 1. I Eligibility. Each Owner o[ a Lot in thc Association (consisting of Aragon, Contrails. Fairfax, Fairfax Meadows, Gatehouse I, Gatehouse II, Gatehouse III, and Sagewood) shall, by virtue of his ownership of a lot, and a $25 per/year contributor, be a Member of the Association with one vote for each Lot owned. When there is more than one owner of a lot they shall determine which of them is to act as Member and exercise the privileges of Membership for that Lot.

Section 1.2 Proxies. A Member may vote in person or by written proxy executed by the Member or his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 1.3 Quorum. Holders of at least 25% of the votes vested shall constitute a quorum, If a quorum is present in person or by proxy, a majority of the votes entitled to be cast by the Members present or represented by. proxy- shall be the act of the Members, except as otherwise provided by the Articles of Incorporation or these Bylaws.

ARTICLE II Meetings of Members
Section 2. l Annual Meeting. The annual meeting of the Members shall be held on December 1 of each year, beginning with 1998, for election of directors and for the transaction of such other business as may come before thc meeting If December 1 is a legal holiday, thc meeting shall be held on thc next succeeding business day'.

Section 2.2 Special Meetings. Special meetings of thc Members may be called by thc President or by thc Board of Directors or by Members holding at least one-fourth or more of the total number of votes vested in the Members of the Association.

Section 2.3 Place and Hour of Meetings. Members' meetings shall be held at 6:30 o'clock p.m. or such other time as designated by the Board of Declarant's officers, or other location designated of the Board at either the Timberview Middle School or the Liberty High School.

Section 2.4 Notice of Meetings. Notice of any meeting of the Members, stating the place, date and hour of the meeting, shall be displayed with posted informational signs in each respective subdivision, and/or advertised in the Local media not less than 3 nor more than 7 days before the date of the meeting.

ARTICLE III Directors
Section 3.1 Number of Directors. Thc number of directors of thc corporation shall be not less than five nor more than nine, with the exact number to be determined by resolution of the Board of Directors. Directors shall be elected at the annual meeting of thc Members, and shall, except for the initial directors, serve for a term of three years from the date of thc annual meeting of the Members at which they were elected. Election and removal of directors shall be by a majority vote, or such extra majority as may be required by statute or by these Bylaws. Two of the initially elected directors will serve a term of one year, two will serve for two years, and the remaining initially elected directors will serve for three years.

Section 3.2. Holding Over. A director shall continue in office after the expiration of his term until his removal or until his successor is elected.

Section 3.3 Meeting of the Board of Directors. A regular annual meeting of the Board of Directors shall be held without call or notice immediately following the annual meeting of the Members and at the same place. Special meetings of the Board of Directors may be held at any place agreeable to the directors. Special meetings may be called by thc President, or by any two directors. Notice of the time and place of a special meeting shall be given at least three calendar days lo each director by telephone, fax, email or by leaving notice at his residence. Notices need not state the purposes of the meeting. No notice of any adjourned meeting of directors shall be required.

Section 3.4 Quorum. A majority of thc directors constitutes a quorum. If there is a quorum, the act of the majority of thc directors present at thc meeting shall be the act of the directors.

Section-3.5-- Powers of the Board The Board of Directors shall manage and excercise general supervision over the affairs of the Association.

Section 3.6 Personnel. Manager and Managing Agent. The Board of Directors may engage the services of a manager or a managing agent or both and may delegate to the manager or the managing agent any or all of the powers and duties granted to the Board or Directors except the Board's responsibilities to exercise a general supervision over the affairs of the Association.

Section 3.7 Penalties for Infractions. The rules and regulations established by the Board of Directors may provide for thc suspension of rights of Membership, while Members are in violation of these Bylaws or the Association's rules or regulations, However, such a suspension shall not exceed a period of 60 days.

Section 3.8 Executive Committee. The Executive Committee of the Board of Directors shall consist of two or more directors who shall be those directors who are the officers of the Association, unless the Board designates other directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of the Association. The Executive Committee shall keep minutes and shall submit the minutes to the next meeting of the Board of Directors for approval. Failure to submit or lack of approval shall not invalidate action taken by the Association upon authorization of the Executive Committee before the time when the action was submitted to the Board and approval denied. The Executive Committee shall establish its own rules for notice and holding of meetings. A majority of the Executive Committee shall constitute a quorum.

Section 3.10 Duties of Directors. It shall be the duty, of the Board of Directors 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 when such statement is requested in writing by one-fourth of the Members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are
properly performed;
(c) cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate.

ARTICLE IV
Officers

Section 4.1 The Officers. The officers of thc Association shall be a President, Vice President and a Secretary/Treasurer, all of whom shall be elected from the Board of Directors. The Board may also appoint an assistant to the Secretary/Treasurer.

Section 4.2 President. The President shall preside over meetings of the Board of Directors and of the Members. Thc President shall have general supervision over the officers, employees and agents of the Association. He is empowered to sign deeds, conveyances and reports. He shall perform all other acts incident to thc office of President or that may be required of him by any Bylaw or by the Board of Directors. He may delegate and subdelegate his management functions as from time to time to him seems appropriate.

Section. 4:3- Vice President The Vice President shall have the power and may perform the duties of the President in his absence or disability, shall assist the President and shall perform such other duties as any be prescribed from time to time by the Board of Directors.

Section 4.4 Secretary and Treasurer. Thc offices of Secretary and of Treasurer may be held by, the same person who shall perform the duties of both offices and may sty1e himself Secretary, Treasurer or Secretary/Treasurer. He may not hold the office of President or Vice President. The Secretary shall keep the minutes of meetings of the Board of Directors and of the Members, shall be custodian of the corporate seal, shall attest the corporate seal and shall perform all duties incident to the office of Secretary and as prescribed by the Board of Directors. The Treasurer shall keep the financial records and books of account and may act through such delegates as he selects, including but not limited to. any manager or managing agent designated by the Board of Directors.

Section 4.5 Election. The Board of Directors shall elect the officers at the regular annual meeting of the Board or at a special meeting if the regular annual meeting is omitted. The Board of Directors may remove an officer by a majority vote and may fill a vacancy- caused by the resignation or removal of an officer.

Section 4.6 Holding Over. An officer shall continue in office after the expiration of his term until his successor is elected or until his removal.

ARTICLE V

Action by Members, Directors or Officers

Section 5.1 Action Without a Meeting. Any action which may be taken at a meeting of the Members or the directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Members or of the directors entitled to vote with respect to the subject matter of the action.

Section 5.2 Waiver of Notice. A waiver of notice in writing signed by the person entitled to the notice whether before or after the time stated in the notice shall be equivalent to the giving of the notice. Attendance at a meeting shall constitute waiver of notice unless solely for the express purpose of objecting to the transaction of business because the meeting is not properly called or convened.

Section 5.3 Resignation, A director or an officer may resign his office by written resignation, which shall become effective without acceptance upon delivery to any officer of the Association.

ARTICLE VI

Records and Accounts

Section-6.l. Receipts and Expenditures. The Board of Directors or its delegate shall keep detailed, accurate records or receipts and expenditures affecting operations of the Association.

Section 6.2 Inspection of Records of Receipts and Expenditures. Members who have filed with thc Association notice of their interest may inspect at convenient weekly business hours the records of receipts and expenditures described in Section 6.1.

S0ction 6.3 Other Accounts and Records. The Association shall keep a record of thc names and addresses of the Members entitled to vote and shall keep complete books and records of all accounts and minutes of the proceedings of its Members, Board of Directors and Executive Committee and all annual and special assessments, all of which may be inspected by any Member at any reasonable time.

Section 6.4 Annual Financial Statement. The Association shall make available to each Member a financial statement in reasonable detail of the Association's receipts and disbursements since the last statement, and its cash, bank accounts and indebtedness as of the date of the statements.

ARTICLE VII

Association Activities

Section 7.1 Limitation onExpenses. No project which will increase the annual budget by an amount which requires the vote of the Members pursuant to the Declaration shall be undertaken without prior approval of the Board of Directors and Members as required by the Declaration.

Section 7.2 Source of Funds. The Association shall obtain thc funds required for its activities by assessments against the Lots and their Owners, as provided by the Declaration.


ARTICLE VIII

Budget and Assessments

Section 8.1 Preparation of Budget. At least one month before the annual meeting of the Members, the Board of Directors or the officers shall be made available upon request to any Member a proposed budget of anticipated financial requirements, expenses and other expenditures of the Association for thc coming calendar year and the annual assessments proposed to be made with respect to each Lot. The amounts of the various items of expenditure shall be estimated from the costs already, incurred by the Association and those incurred by Declarant in the Association and in comparable projects and from all available reformation and forecasts of future costs and needs.

Section 8.2 Adoption of Budget; Assessments. At the organization meetin8 and at the first meeting of the directors following the regular date for thc Members' annual meeting, the Board of Directors shall adopt a budget and shall fax the amount of the annual assessments for thc coming year for each Lot and its Owner in order to qualify as a Member. Annual assessments shall be payable in advance monthly or at other intervals as set by the Board The Board may adjust the annual assessments as it deems advisable from lime to time.

Section 8.3 Apportionment of Assessments to the Owners and Lots. Expenditures and financial requirements shall be assessed equally among all Lots and their Owners as determined by the Board of Directors.

Section 8.4 Billing. The Association will cause each Member to be sent a statement of his assessment.

ARTICLE IX

Protective Covenants
Thc Association shall not enforce protective covenants.

ARTICLE X

Protection and Restriction of Officers and Directors

Section 10.1 Indemnity. The Association shall indemnify any director or officer against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or prong in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty. The Association may also reimburse any director or officer thc reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of the directors not involved in the controversy (whether or not a quorum) that it was in the best interest of the Association that such settlement be made and that such director or officer was not guilty of gross negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any rights to which such director or officer may be entitled under any Bylaw, agreement, vote of Members or otherwise.

Section 10.2 Conflicts of Interest. An officer or director may act for thc Association although he is associated with or interested in another party which is involved in thc transaction provided, however, that he has disclosed that interest to the Association and no other officer or director has made known any objection. Contracts and other transactions of the Association with external agencies shall be valid for all purposes although all or some of the officers, ers or directors acting for thc Association are also officers, directors or other agents of the external agencies or are also acting on their behalf.

Section 10.3 Loans. The Association shall not make any loan to any of its directors or officers.

Section 10.4 Compensation. The Association shall not pay any compensation to the officers or the directors for their services as such.

ARTICLE XI Fiscal Year
Thc Association's fiscal year shall be thc calenar year, beginning on January 1 and ending on the following December 31, except that the first fiscal year will begin on the date of incorporation.

ARTICLE XII

Corporate Seal

The Association shall have a corporate seal which shall be circular in form and shall contain the name of the corporation, the year of its organization and the words "Corporate Seal" and "Colorado".

ARTICLE XIII

Definitions

Capitalized terms In these Bylaws have the same meanings as in the Articles of Incorporation.


ARTICLE XIV

Amendment; Conflicts

Section 14.1 Amendment. These Bylaws may be amended at a regular or special meeting of thc Members, by a vote of 75% of a quorum of Members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration.

Section 14.2 Conflicts. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.

APPROVED:

President- Ralph Bowden