Wolhurst Landing HOA

By-Laws of Wolhurst Landing

By-Laws of Wolhurst Landing

BY-LAWS

Of

WOLHURST LANDING OWNERS ASSOCIATION, INC.
(A Nonprofit Corporation)

ARTICLE I

NAME AND LOCATION

The name of the corporation is WOLHURST LANDING OWNERS ASSOCIATION, INC., a Colorado Nonprofit corporation, hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 7200 South Santa Fe, Littleton, (Arapahoe County), Colorado.


ARTICLE II

DEFINITIONS

Section 1. “Association” shall mean and refer to Wolhurst Landing Owners Association, Inc., its successors and assigns.

Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions for Wolhurst Landing, and such additions thereto as may hereafter be brought within the jurisdiction of the association.

Section 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision Plat of the Property with the exception of the Common Area.

Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons of entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. “Declarant” shall mean and refer to Johnson Homes, Inc., a Colorado corporation, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

Section 7. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Wolhurst Landing, applicable to the Properties and recorded in the office of the Clerk and Recorder, County of Arapahoe, State of Colorado.

Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association. Thereafter, the annual meeting of the members shall be held on the third Tuesday of January of each succeeding year, and the hour of 7:00 o’clock p.m., for the purpose of electing a Board of Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or as any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as my be convenient.

Section 2. Special Meeting. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the President, Secretary or other persons authorized to call the meeting, either personally or by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member of record entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of the special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-fourth (1/4) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to tome, without notice other than announcement at the meeting, until the quorum as aforesaid shall be present or represented.

Section 5. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall automatically cease upon conveyance by the member of his Lot.

Members shall have the right to irrevocably constitute and appoint a beneficiary of a Trust Deed their true and lawful attorney to vote their membership in the Association at any and all meeting of the Association and to vest in the beneficiary any and all rights, privileges and powers that they have as Owners of a Lot under the Articles of Incorporation and By-Laws of this Association or by virtue of the recorded Declaration. Such proxy shall become effective upon the filing of notice by the beneficiary with the Secretary of the Association at such time or times as the beneficiary shall deem its security in jeopardy by reason of the failure, neglect or refusal of the Association or the Owners to carry out their duties as set forth in the Declaration. A release of the beneficiary’s Deed of Trust shall operate to revoke such proxy. Nothing herein contained shall be construed to relieve the Owners of a Lot, as mortgagors, of the duties and obligations as Owners or to impose upon the beneficiary of the Deed of Trust the duties and obligations of an Owner.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Number and Qualifications (as amended at the January 21, 1997 Annual Meeting):
The business and affairs of the Association shall be managed by a Board of Directors composed of not less than three persons and not more than nine persons, who must be members of the Associations, except as otherwise provided in the Colorado Nonprofit Corporation Act or the Articles of Incorporation. Directors shall be elected at each Annual Meeting of the members and shall hold office for a term of three years. The staggered terms was initiated at the 1997 Annual Meeting in the following manner:
1. The four members with the most votes will serve a three-year term.
2. The next three members with the next most votes will serve two year terms
3. The next two members with the next most votes will serve a one-year term.
In the event of an equal number of votes per nominee, the elected Board of Directors will determine the terms.

Section 2. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of each class of members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by majority vote of the remaining members of the Board and shall serve for the unexpired term of his predecessor.


Section 3. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 4. Regular Meetings. Regular Meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, at least three (3) days prior to the day named for such meeting.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each Director, given personally or by mail, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of the members who are entitled to vote one-tenth (1/10) of all of the votes of the class A membership.

Section 6. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 7. Action Taken without a Meeting. The Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

Section 8. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE V

POWERS AND DUTIES OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power:
(a) To adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.
(b) To suspend the voting rights and right to use the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations.
(c) To exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporated, or the Declaration.
(d) To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
(e) To employ a Managing Agent, independent contractors, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors:
(a) To 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 which such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote.
(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
(c) As more fully provided in the Declaration, to:
(1) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
(2)Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(3)Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.
(d) To issue, or to cause an appropriate office to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
(e) To procure and maintain adequate liability and hazard insurance as set forth in the Declaration.
(f) To cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. The premiums on such bonds shall be paid by the Association.
(g) To cause the Common Area to be maintained.
(h) To cause the exterior of the buildings to be maintained.
(i) To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations and all other provisions set forth in the Declaration.

ARTICLE VII

OFFICERS

Section 1. Designation. The officers of this Association shall be a President and a Vice President, who shall at all times be members of the Board of Directors, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of the Association shall be elected annually by the Board of Directors and each shall hold office at the pleasure of the Board.
Section 4. Special Appointments. The Board may elect such other officers and assistant officers, including a Managing Agent, 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 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board of Directors. 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 by the Board of Directors shall not be necessary to make it effective.

Section 6. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 7. Duties. The duties of the officers are as follows:

(a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) Vice-President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board of Directors.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board of Directors.
(d) Treasurer. 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; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; 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.

ARTICLE VIII

INDEMNIFICATION

Each officer and Director of the Association, and his personal representative, shall be indemnified by the Association against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may made a party by reason of his being or having been such officer or Director, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law or by agreement.

ARTICLE IX

COMMITTEES
The Board of Directors of the Association shall appoint or act as an Architectural Control Committee, as provided in the Declaration, and shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board shall appoint other committees as deemed appropriate in carrying out its purposes.




ARTICLE X

BOOKS AND RECORDS

The books, records, financial reports and membership records of the Association shall at all times, during reasonable business hours, be subject to inspection by the Owners and their first Mortgagees. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by the Owners and their first Mortgagees at the principal office of the Association, where copies may be purchased at a reasonable cost.

ARTICLE XI

ASSESSMENTS

As more fully set forth in the Declaration, each owner is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the Owner’s Lot against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date due until paid at the rate of twelve percent (12%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against such Owner’s Lot, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessment provided for herein by non-use of the Common Area or abandonment of his Lot.

ARTICLE XII

AMENDMENTS

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, with the assent of two-thirds (2/3) of eahc class members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

ARTICLE XIII

GENERAL PROVISIONS

Section 1. Corporation Seal. The Board of Directors shall provide a suitable corporate seal in regular form containing the name of the Association, which seal shall be in the custody and control of the Secretary.

Section 2. Notice to Mortgagees. The Association shall notify each first Mortgagee of a LINE MISSING Lot of any proposed amendment to the Association’s Articles of Incorporation or By-Laws at least thirty (30) days prior to the effective date of such amendment.

Section 3. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors and shall be subject to change by the Board should such change be deemed.

IN WITNESS WHEREOF, we, being all of the Directors of Wolhurst Landing Owners Association, Inc., have hereunto set our hands this 4th day of December 1978.


Original contains signature of: Gary D. Johnson

Original contains signature of: Charles L. Appel

Original contains signature of: Richard Fleming