MEMBERSHIP, VOTING, MAJORITY OF OWNERS, QUORUM & PROXIES
Membership. Membership in the Association shall be as set forth in the Articles of
Incorporation of the Association and the Amended and
Restated Declaration. Such membership shall terminate without any formal Association action
whenever such person ceases to be the Owner
of a Lot, but such termination shall not relieve or release any such former Owner from any
liability or obligation incurred under or in
any way connected with this Association during the period of such ownership and membership
in the Association, or impair any rights or
remedies which the Lot Owners have, either through the Board of Directors of the Association
or directly, against such former owner and
Member arising out of or in any way connected with ownership and membership and the
covenants and obligations incident thereto.
Voting. Each membership shall have the vote(s) appurtenant thereto as described in
the Amended and Restated Declaration.
When more than one person holds the membership, they shall appoint one of their comembers as
proxy to cast the vote for that membership.
Such vote shall be cast as the Owners thereof agree, but in no event shall more than one
vote per question be cast with respect to any one membership.
If the comembers cannot agree as to the manner in which their vote should be cast when
called upon to vote, then they will be treated as having abstained.
Quorum & Proxies. Except as otherwise provided in these Bylaws and in the Amended and
Restated Declaration, the presence in person or by
proxy of Members holding twenty percent (20%) of the Votes entitled to be cast shall
constitute a quorum. Unless otherwise specifically provided by
the Amended and Restated Declaration, the Articles of Incorporation of the Association, or
these Bylaws, all matters coming before a meeting of members
at which a proper quorum is in attendance, in person and/or by proxy, shall be decided by
the vote of a majority of the votes validly cast at such
meeting. Regarding matters presented to the Members individually and in writing in the form
of a ballot, such properly completed and validated ballots
shall be counted towards achievement of a quorum and the subsequent decision regarding each
matter addressed in the ballot.
Association Responsibilities. The affairs of Gleneagle Civic Association (herein referred to as "Association") shall be managed by its
Board of Directors (hereinafter referred to as the "Board").
Place of Meeting. Meetings of the Association shall be held at such place within the State of Colorado as the Board may determine.
Annual Meeting. The Annual Meeting of Members of the Association shall be held in October of each year.
At such Meetings there shall be elected by ballot of the Members a Board of Directors in accordance with the requirements of Section 4 of
Article IV of these Bylaws. The Members may also transact such other business of the Association as may properly come before them.
Such business may be introduced by the Board or by a petition signed by at least five percent (5%) of the Members.
Special Meetings. The President may call a special meeting of the Members upon his or her own initiative or as directed by resolution of the
Board or upon receipt of a petition signed by at least five percent (5%) of the Members. The notice of any special meeting shall state the time and
place of such meeting and the purpose thereof. No business except as stated in the notice shall be transacted at a special meeting unless by consent
of a majority of the Members present, either in person or by proxy. Any such meetings shall be held at such place and time as the President determines
within thirty (30) days after receipt by the President of such resolution or petition.
Notice of Meetings. The Secretary shall cause to be mailed, e-mailed, posted on the Association website, or published in the Eagle’s View
newsletter a notice of each annual or special meeting, stating the purpose thereof as well as the time and place it is to be held at least
fifteen (15), but not more than thirty (30) days prior to such meeting. Publishing a notice in the manner described above shall be considered
notice served, and the certificate of the Secretary that notice was duly given shall be prima facie evidence thereof.
Adjourned Meetings. If any meeting of 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-eight (48) hours from the time the original meeting was called.
Order of Business. The order of business at all meetings of the Members shall be as follows:
Roll call and certifying proxies and absentee ballots, if applicable
Proof of notice of meeting or waiver of notice
Reports of Officers
Reports of Committees
Election of Directors (at annual meeting designated for election)
Proxies. At all meetings of Members, each Member may vote in person or by proxy or, in the case of matters presented to the Members
individually and in writing in the form of a ballot, by absentee ballot. All proxies and absentee ballots shall be in writing and filed with the
Secretary of the Association. Each proxy shall be revocable and shall automatically cease upon conveyance by a Member of his or her Lot.
BOARD OF DIRECTORS
Number and Qualification. Effective July 2018, the Board shall have five (5) Directors, all of whom shall be elected by a majority vote of
voting Members (Lot Owners), and all of whom shall serve as specified in Article IV, Paragraph 4. To be eligible to be a member of the Board of
Directors, a person must be an association Member in good standing as defined in Article IX below.
Powers and Duties. The Board shall have the powers and duties necessary for the administration of the affairs of the Association and for
the operation and maintenance of the Subdivision. Such powers and duties of the Board shall include, but not be limited to, the following, all
of which shall be done for and on behalf of the Owners of the Lots:
To administer and ensure compliance with the covenants, conditions, restrictions, easements, uses, limitations, obligations and all
other provisions set forth in the Amended and Restated Declaration, the Bylaws of the Association and supplements and
To establish, make and enforce compliance with such rules and regulations as may be necessary for the operation, use and occupancy of
all of the Lots with the right to amend the same from time to time. A copy of such rules and regulations shall be delivered or mailed
to each Member upon the adoption thereof.
To incur such costs and expenses as may be necessary to keep in good order, condition and repair all of the areas in the Subdivision
required to be maintained by the Association.
To obtain and maintain all insurance required or permitted under the Amended and Restated Declaration or otherwise deemed advisable
by the Association.
To prepare a budget for the Association at least sixty (60) days prior to the commencement of each fiscal year.
To enter into contracts to carry out their duties and powers and to hire and fire all personnel necessary for the operation,
maintenance, repair and replacement of the areas for which the Association is responsible under the Amended and Restated Declaration.
To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed advisable.
To make repairs, additions, alterations and improvements to the areas required to be maintained by the Association.
To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit
examination thereof at any reasonable time and with a reasonable charge for expenses by each of the Members and First Mortgagees of Lots,
and to prepare a compilation or review financial statement of the books and records of the Association at the end of each fiscal year.
To prepare and deliver annually to each Member the reports prepared under subsection
Publishing the reports to the Association website and in the Eagles View newsletter shall be sufficient.
To supervise all officers, agents and employees of the Association, and to see that their duties are performed properly.
Subject to the provisions of the Amended and Restated Declaration: to issue or to cause an appropriate officer to issue, upon demand
by a person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the
Board of Directors for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall
be conclusive evidence of such payment to that person who relies thereon to his or her detriment.
To cause all officers and employees having fiscal responsibilities to be bonded, if and as it may deem appropriate.
Employ the services of a manager or managing agent, or both, and such independent contractors or other employees as they deem necessary,
and delegate any of their duties to such persons; provided, however, when so delegated, the Board of Directors shall not be relieved of
its responsibilities under the Amended and Restated Declaration, the Articles of Incorporation or these Bylaws.
In general, to carry on the administration of the Association and to do all of those things necessary and reasonable in order to carry
out the governing and the operation of the Property.
No Waiver of Rights. The omission or failure of the Association or any Owner to enforce the covenants, conditions, restrictions,
easements, uses, limitations, obligations or other provisions of the Amended and Restated Declaration, the Articles of Incorporation, these Bylaws
or the Rules and Regulations adopted pursuant hereto, shall not constitute or be deemed a waiver, modification or release thereof, and the Board or
the managing agent shall have the right to enforce the same thereafter.
Election, Term of Office and Compensation. Except as is otherwise provided by these Bylaws, the Directors shall hold office for a term of
two (2) years. No Director shall be entitled to receive any compensation for the performance of his or her duties, but shall be entitled to
reimbursement for reasonable and necessary expenses incurred for the benefit of the Association.
Nomination for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman,
who shall be a Member of the Board of Directors, and two (2) or more Members of the Association who may also be Board Members.
The Nominating Committee shall be appointed by the Board of Directors at least 60 days prior to the annual meeting. The Nominating Committee shall
make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies
that are to be filled. Election to the Board of Directors shall be by secret written ballot cast either in person, by a proxy holder, or in absentia
by mail or conveyed by another member. At such election the Members, in person or by absentee ballot, or their proxies may cast, in respect to each
vacancy, as many votes as they are entitled to exercise under the provisions of the Amended and Restated Declaration. The persons receiving the
largest number of votes shall be elected. Cumulative voting is not permitted.
Vacancies. Vacancies in the Board caused by any reason other than the removal of a Director by a vote of
the Association shall be filled by vote of the majority of the remaining Directors, even though they may
constitute less than a quorum; and each person so elected shall be a Director until the term of the vacancy he
or she fills expires.
Removal of Directors. At any regular or special meeting of Members duly called, any one or more of the Directors may be removed with or
without cause by a vote of a majority of the Members, and a successor may then and there be elected to fill the vacancy thus created. Any Director
whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting prior to voting thereon. Action under
this paragraph can only be taken at a meeting where there is a quorum present.
Organizational Meeting. The first meeting of a newly elected Board shall be held within ten (10) days
following each annual meeting of the Members at such place as shall be fixed by the Directors at the meeting at
which such Directors were elected, and no notice shall be necessary to the newly-elected Directors in order
legally to constitute such meeting, providing a majority of the whole Board shall be present. The sole purpose
of the Organizational Meeting shall be to elect Board Officers as defined in Article V below and to appoint
Committee Chairs as needed.
Regular Meetings. Regular meetings of the Board 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 one (1) such meeting shall be held during each calendar quarter. Notice of regular meetings of the Board shall be given
to each Director, personally or by mail, e-mail or telephone, at least five (5) days prior to the day named for such meeting.
Special Meetings. Special meetings of the Board may be called by the President on three (3) days' notice to each Director, given personally
or by mail, e-mail, or telephone, which notice shall state the time, place (as
Waiver of Notice. Before or at any meeting of the Board, 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 of the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted
at such meeting.
Board Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the
acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the
Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting,
any business that might have been transacted at the meeting as originally called may be transacted at a subsequent meeting where a quorum is present
without further notice.
Fidelity Bonds. The Board may require that any officer and/or employee of the Association and any managing agent who handles or is responsible
for Association funds furnish adequate fidelity bonds. The premiums on such bonds, in regards to the Association's officers and employees only,
shall be a common expense.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND MANAGING AGENT
Indemnification. The Association shall indemnify every Director and officer, their respective successors,
personal representatives and heirs, against all loss, costs and expenses, including counsel fees, reasonably
incurred by them in connection with any action, suit or proceeding to which they may be made parties by
reason of their being or having been a Director or officer of the Association, except as to matters which they
shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful
misconduct. In the event of a settlement (which must be approved by the attorney for the insurers and paid out
of insurance funds), indemnification shall be provided only in connection with such matters covered by the
settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or
willful misconduct in the performance of his or her duties as such Director or officer in relation to the matter
involved. The foregoing rights shall not be exclusive of other rights to which such Director or officer may be
entitled. All liability, loss, damage, cost and expense incurred or suffered by the Association by reason of,
arising out of, or in connection with the foregoing indemnification provisions shall be treated and handled by
the Association as common expenses; provided, however, that nothing in this Article VI shall be deemed to
obligate the Association to indemnify any Member(s) or Owner(s) of a Lot, who is or has been a Director or
Officer of the Association, with respect to any duties or obligations assumed or liabilities incurred by him
under and by virtue of such person's status as a Member or Owner in the Amended and Restated Declaration,
Articles and Bylaws.
Other. Contracts or other commitments made by the Board of Directors, officer(s) or the Managing Agent shall be made as agent for the
Association, and they shall have no personal responsibility on any such contract or commitment.
EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING ADDRESS AND DESIGNATION OF VOTING REPRESENTATIVE
Proof of Ownership. Proof of ownership shall be verified by the Secretary
Registration of Mailing Address. The Owners or several Owners of an individual Lot shall have one and the
same registered mailing address to be used by the Association for mailings to Members and/or Owners of
statements, notices, demands and all other communications, and such registered address shall be the only
mailing address of a person or persons, firm, corporation, partnership, limited liability company, association or
other legal entity or any combination thereof to be used by the Association. Such registered address of a Member or Owner shall be furnished
to the Secretary of the Association within fifteen (15) days after transfer of title, or after a change of address, and such registration shall
be in written form and signed by all of the Owners of the Lot or by such persons as are authorized by law to represent the interest of the Owners thereof.
Unless otherwise notified by the Owner, the registered mailing address shall be the address of the Lot of such Owner.
If such address is not supplied by the owner, the Association shall use the property tax bill address as the official address.
Designation of Voting Representative - Proxy. If a Lot is owned by one person, his or her right to vote shall be established by the record
title thereto. If title to a Lot is held by more than one person or by a firm, corporation, partnership, limited liability company, association or
other legal entity, or any combination thereof, such Owners shall execute a proxy appointing and authorizing one person or alternate persons to attend
all annual and special meetings of members and thereat to cast whatever vote the Owner himself or herself might cast if he or she were personally present.
Such proxy shall be effective and remain in force unless voluntarily revoked, amended or sooner terminated by operation of law; provided, however, that
within thirty (30) days after such revocation, amendment or termination, the Owners shall reappoint and authorize one person or alternate persons to attend
all annual and special meetings as provided by this Section 3.
The requirements herein contained in
Article IX shall be first met before an Owner of a Lot shall be
deemed in good standing and entitled to vote any annual or special meeting of Members
OBLIGATIONS OF MEMBERS
Members shall be obliged to pay annual dues to the Association. Members shall be deemed in “Good Standing” in the Association provided
membership dues for past years are not owed and current year dues are paid in full by the end of the year.
Members whose dues payments are in arrears shall be deemed “Not in Good Standing”, and shall have their rights and privileges in the
Association suspended. This shall include the right to serve on the Board, the right to serve on committees, the right to vote, the
right to lodge complaints, and the right to inspect records and documents. The Board may also impose additional restrictions as it
If membership dues fall in arrears by three years or more, the Board may place a lien on the member’s property in the amount of the
dues owed, plus interest, plus appropriate administrative charges.
Maintenance and Repair.
In accordance with Section 125 of the Amended and Restated Declaration, except for those repairs for which the Association is responsible
pursuant to the Amended and Restated Declaration, every Member must perform promptly, at his or her own expense, all maintenance and
repair work within his or her own Lot which, if omitted, would affect the appearance or the aesthetic integrity of part or all of the
In accordance with Section 202 of the Amended and Restated Declaration, a Member shall be obligated to reimburse the Association promptly
upon receipt of its statement for any expenditure incurred by it in repairing or replacing any part of the areas required to be maintained
by the Association damaged by such Owner's negligence or by the negligence of his or her tenants, employees, agents, guests or invitees.
General. Each Member shall comply strictly with the provisions of the recorded Amended and Restated
Declaration, the Articles of Incorporation and these Bylaws and amendments thereto.
Rules and Regulations.
The Board reserves the right to establish, make and enforce compliance with such
rules and regulations as may be necessary for the operation, use and occupancy of the Subdivision with the
right to amend the same from time to time. Copies of such rules and regulations shall be furnished to each
owner prior to the date when the same shall become effective.
ASSOCIATION NOT FOR PROFIT
Association Not for Profit. This Association is not organized for profit. No Member, member of the Board, officer or person from whom
the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation
thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distributed to,
or inure to the benefit of any member of the Board, officer or Member; provided, however, always that any Member, Director or officer may,
from time to time, be reimbursed for his or her actual and reasonable expenses incurred in connection with the administration of the affairs
of the Association. The provisions herein are not applicable to the Managing Agent who shall perform its manager's duties and functions according
to a written agreement for the compensation stated therein.
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control.
In the case of any conflict between the Amended and Restated Declaration and these Bylaws or between the Amended and Restated Declaration
and the Articles of Incorporation, the Amended and Restated Declaration shall control.
The Association shall have a seal in circular form having within its circumference the words: "Gleneagle Civic Association."