Land Owner’s Association

By-Laws

 

BYLAWS

OF

GHOST MINE RANCH LANDOWNERS ASSOCIATION, INC.

 

The name of the corporation shall be Ghost Mine Ranch Landowners Association, Inc., a Colorado corporation (hereinafter referred to as the "Association").

ARTICLE I

Object and Definitions

 

I.1.  Purpose.  The business, objectives, and purposes for which the corporation is formed are as follows:

 

A.  To be and constitute the Association to which reference is made in the Declaration of Protective Covenants (hereinafter referred to as the "Declaration") relating to a land subdivision project known as Ghost Mine Ranch, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association, as specified herein.

 

B.  To provide an entity for the furtherance of the interest of the owners of the individual lots within the Development ("Lot Owners").

 

I.2.  Assent.  All present or future owners and tenants are subject to the regulations set forth in these Bylaws.  The mere acquisition or rental of any one of the subdivided 35-acre tracts of land (hereinafter referred to as "Lot") of the Development or the mere act of occupancy of the Lot shall constitute ratification of and consent to be governed by, these Bylaws.

 

I.3.  Definitions.  Unless otherwise specified, the following terms shall have the same meaning in these Bylaws as such terms shall have in the Declaration and/or Articles of Incorporation of Ghost Mine Ranch Landowners Association, Inc.: Lot, Common Easements, Development, Owners, Lot Owners, Members, membership, designate and Managers.

 

ARTICLE II

Membership, Voting

Majority of Owners, Quorum, Proxies

 

II.1.  Membership.  This corporation shall be a membership corporation without certificates or shares of stock.  There shall be one class of membership and there shall be one membership in the corporation for each Lot within the Development as defined in the Declaration which shall be held by the owner of record of each such Lot including the successors and assigns of any Lot located on Ghost Mine Ranch and subject to the Declaration.  The total number of memberships shall be equal to the number of Lots as may exist from time to time, In addition, as to any land not subdivided there shall be held by Patten Corporation West, Inc. or its successors or assigns as many memberships as equals the total number of acres not yet subdivided divided by 35 to the nearest round number.

 

Membership voting rights shall be based upon the number of memberships owned.  There will be one vote allotted for each membership owned.

 

All Members shall be entitled to vote on all matters, as provided above.  Cumulative voting is prohibited.  No person or entity other than Patten Corporation West, Inc.  or its successors or assigns or an Owner of a Lot may be a Member of the corporation.  Members shall have no preemptive rights to purchase other Lots or the memberships appurtenant thereto.

 

If title to a Lot is held by more than one person or by a firm, corporation, partnership, association, or other legal entity, or any combination thereof, such Owners shall Designate one individual to be the Member for purpose of voting at meetings of the Association.  The name and address of such designated Member shall be recorded with the Secretary of the Corporation.  Such designation shall be effective and remain in force unless voluntarily revoked or amended by notice to the Secretary of the Corporation, or sooner terminated by operation of law.  Within 30 days after such revocation, amendment, or termination thereof, however, the Owner shall reappoint one individual to be the Member for such purposes.

 

A membership in the corporation and the share of a Member in the assets of the corporation shall not be assigned, encumbered, or transferred in any manner except as an appurtenance to transfer of title to the Lot to which the membership pertains; provided, however, the rights of membership maybe assigned to the holder of a mortgage, deed or trust, or other security instrument on a Lot as further security for a loan secured by a lien on such Lot.

 

A transfer of membership shall occur automatically upon the transfer of title to the Lot to which the membership pertains.  The Bylaws of the Association may, however, contain reasonable provisions and requirements with respect to recording such transfer on the books and records of the corporation.

 

The corporation may suspend the voting rights of a member for failure to comply with rules and regulations or the Bylaws of the corporation or with any other obligations of the Owners of a Lot under the Declaration or any agreement created thereunder.

 

The Bylaws may contain provisions, not inconsistent with the foregoing, setting forth rights, privileges, duties, and responsibilities of the members.

 

II.2.  Classes of Membership.  There shall be one (1) class of membership.

 

II.3.  Voting Rights.  There shall be afforded one (1) vote for each membership owned.

 

II.4.  Majority of Lot Memberships.  As used in these bylaws, the term "majority of Members" shall mean and refer to Members representing more than fifty percent (50%) of the total number of memberships.

 

II.5.  Quorum.  Except as otherwise provided in these Bylaws, the presence in person or by proxy of more than twenty-five percent (25%) of the membership shall constitute a quorum.  An affirmative vote of a majority of Members entitled to vote at a meeting, determined by the presence of the voters or by proxy, shall be required to transact business.

 

II.6.  Proxies.  Votes may be cast in person or by proxy.  Proxies shall be in writing and the signatures must be witnessed or acknowledged.  Proxies must be filed with the Secretary before the appointed time of each meeting.  Such proxy shall be effective and remain in force unless voluntarily revoked or amended by notice to the Secretary of the corporation of sooner terminated by operation of law.

 

II.7.  Voting by Mail.  The board of Managers ay decide that voting of the members shall be by mail with respect to any properly noticed matter or to any particular election of Managers or with respect to adoption of any proposed amendment to the Articles of Incorporation, or adoption of any proposed plan of merger, consolidation, or dissolution.

 

In case of election of Managers by mail, the existing Board of Managers shall nominate candidates and shall advise the Secretary in writing of the names of nominated Managers sufficient to constitute a full Board of Managers and of the date at least fifty (50) days after such advice is given by which all votes are to be received.  The Secretary, within five (5) days after such advice is given,  shall give written notice of the number of Managers to be elected and of the names of the nominees to all Members.  The notice shall state that any such Member may nominate an additional candidate of candidates, not to exceed the number of Managers to be elected, by notice in writing to the Secretary at the specified address of the principal office of the Association, to be received on or before a specified date fifteen (15) days from the date the notice is given by the Secretary.  Within five (5) days after such specified date, the Secretary shall give written notice to all Members, stating the number of Managers to be elected, stating the names of all persons nominated by the Board of Managers and by the members on or before said specified date, stating that each Member or its proxy of record may cast a vote by mail and stating the date established by the Board of Managers by which such votes must be received by the Secretary at the address of the principal office of the Association, which shall be specified in the notice.  Votes received after that date shall not be effective.  All persons elected as Managers pursuant to such an election by mail by receipt of the number of votes required by applicable law shall take office effective on the date specified in the notice for receipt of such votes.

 

In the case of a vote by mail relating to any properly noticed matter or to any proposed amendment to the Articles of Incorporation or adoption of a proposed plan of merger, consolidation, or dissolution, the Secretary shall give notice to all Members and shall further give notice to all first mortgages of Lots within the Development of record, which notices shall include a proposed written resolution setting forth the description of the proposed action, and shall state that such persons are entitled to vote by mail for or against such proposal and stating a date not less than twenty (20) days after the date such notice shall have been given on or before which all votes must be received and stating that they must be sent to the specified address of the principal office of the corporation.  Votes received after that date shall not be effective.  Any such proposal shall be adopted if approved by the affirmative vote of not less than fifty percent (50%) of the votes entitled to be cast on the question.

Delivery of a vote in writing to the principal office of the Association shall be equivalent to receipt of a vote by mail at such address for the purpose of this Section II.7.

 

ARTICLE III

Administration, Meetings of Members

 

III.1.  Association Responsibilities.  The Owners of the Lots will constitute the Association, who will have the responsibility of administering the Development through a Board of Managers.

 

III.2.  Place of Meetings.  Meetings of the Association shall be held at such place as the Board of Managers may determine.

 

III.3.  Annual Meeting.  The annual meeting of the Association shall be held within one hundred and twenty (120) days following the end of the Association's fiscal year, as such fiscal year is determined by the Board of Managers.  At each annual meeting there shall be elected by ballot of the Members, Managers in accordance with the requirements of Section IV.5 of these Bylaws.  The Members may also transact such other business of the Association as may properly come before them.

 

III.4.  Special Meetings.  The president shall call a special meeting of the Members when so directed by resolution of the Board of Managers or upon presentation to the Secretary of a petition signed by at least ten percent (10%) of the Members.  No business shall be transacted at a special meeting except as stated in the notice unless by consent of twenty-five percent (25%) of the membership interests either in person or by proxy.

 

III.5.  Notices.  Notices of annual and special meetings shall be given by the President or Secretary of the Association by regular mail addressed to the registered address of the Members at least five (5) days prior to the date set for such meeting.  Any such notice shall state the date, time, and place of the meeting, and if the meeting is a special meeting, and purpose thereof.  Waiver of notice, either in person or by proxy, and signed either before, at or after any meeting, shall be a valid substitute for service.  The certificate of the President or Secretary that notice was duly given shall be prima facie evidence thereof.

 

III.6.  Adjourned Meeting.  If any meeting of the Members cannot be organized because a quorum has not attended, the Members who are present either in person or by proxy may adjourn the meeting to a time not less than forty-eighty (48) hours from the time the original meeting was called.

 

III.7.  Order of Business.  The order of business at all annual meetings of the Members shall be as follows:

 

A.  Roll call

 

B.  Proof of notice of meeting or waiver of notice

 

C.  Reading of minutes of preceding meeting

 

D.  Reports of officers

 

E.  Reports of committees

 

F.  Election of Managers

 

G.  Unfinished business

 

H.  New Business

 

The order of business at all special meetings of the Members shall be stated in the notice of special meeting pursuant to Section III.4 above.

 

ARTICLE IV

Board of Managers (Powers of Meetings)

 

IV.1.  Number of Qualification.  The affairs of this Association shall be governed by a Board of Managers composed of not less than three persons selected by the members as provided herein.  The initial Board shall consist of three persons, all acting as agents for Patten Corporation West, who shall act in such capacity and shall manage the affairs of the Association until their successors are elected.

 

IV.2.  Powers and Duties.  The board of Managers shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Development.

 

IV.3.  Other Powers and Duties.  The Board of Managers shall be empowered and shall have the following duties:

 

A.  To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration referred to in Section I.1.

 

B.  To establish, make and enforce compliance with such reasonable rules and regulations as may be necessary for the operation of the Common Easements with the right to amend same from time to time.

 

C.  To keep, or cause to be kept, in good order, condition and repairs all of the Common Easements and all items of common personal property if any.

 

D.  To fix, determine, levy and collect monthly or other prorated installments of annual assessments to be paid by each of the Owners towards the gross expenses of the Common Easements, and by majority vote of the Board of Managers to adjust decrease or increase the amount of the assessments or installments thereof.  The Board of Managers, or its agent, may establish any reasonable system for collection periodically of common expenses, in advance or arrears as deemed desirable.  Initially, assessments for the estimated common expenses on an annual basis shall be made by the Board of Managers and shall be payable in equal monthly installments in advance on the first day of each calendar month.  At the end of each calendar year the Board of Managers shall determine actual expenses and either assess each Owner or credit against future assessments, as the case may be.  Assessments made shall be based upon the estimated cash requirements deemed to be such aggregate sum as the Board of Managers shall, from time to time, determined to be paid by all of the Owners.  Estimated expenses include the cost of maintenance and operation of the Common Easements, expenses of management, taxes and special assessments unless separately assessed, insurance premiums for insurance coverage as deemed desirable of necessary by the Board of Managers, landscaping and care of grounds, common lighting, repairs and renovations, wages, common water and utility charges, legal and accounting fees, management fees, expenses and liabilities incurred by the Board of Managers, or City Officer or Managing Agent under or by reason of the Declaration and these Bylaws, payment of any deficit remaining from a previous assessment period, the creation of a reasonable contingency or other reserve or surplus fund, as well as other costs and expenses relating to the Common Easements and the purposes and powers of this Association.  All assessments shall be in itemized statement form, shall be set forth in reasonable detail the various expenses for which the assessments are being made, and shall be mailed to the registered mailing address of each Owner not later than fifteen (15) days prior to the date such assessment is payable.

 

E.  To collect delinquent assessments or installments thereof by suit, foreclosure or otherwise and to enjoin and seek damages from an Owner as is provided in the Declaration and these Bylaws.

 

F.  To protect and defend the Association from loss and damage by suit or otherwise.

 

G.  To borrow funds and to execute all such instruments evidencing such indebtedness.  Any such indebtedness shall be the several obligation of all of the Owners only in the same proportion as their interest in the Common Easements.

 

H.  To enter into contracts within the scope of their duties and powers.

 

I.  To establish a bank account for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Managers.

 

J.  To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof by the Owners or their mortgagees at convenient weekday business hours.

 

K.  To prepare and deliver annually to each Owner a statement showing in at least summary form all receipts, expenses or disbursements since the last such statement.

 

L.  To meet at least semi-annually.