BY-LAWS OF GLACIER VIEW ROAD & RECREATION ASSOCIATION
(Written, J.C. 6/21/01, amended 6/29/02)
ARTICLE 1 - Name
1.1 The name of this Colorado nonprofit Corporation is GLACIER VIEW ROAD AND RECREATION ASSOCIATION
ARTICLE 2 - Definitions
2.1 Definitions in general: Certain terms and words used in these By-laws that require clarification are herein defined. Words used in the present tense include the future, words used as singular include the plural, words used in plural include the singular. The words must, shall, will are mandatory. The words should, may, can, might and similar qualifying words are permissive Other words, such as required, always, never, prohibited and other common usage words have normal "dictionary" meanings. Specific definitions are given in Appendix A and each time these are encountered in the By-laws they are identified by bold, italic print.
ARTICLE 3 - Purposes
3.1 The purposes of this Association are to promote the general welfare of its members; to construct, operate and own (if appropriate) roads, common areas, easements, buildings, office space, equipment, facilities and such incidental assets as are appropriate in the conduct of activities for the benefit and enjoyment of its members; to maintain the roads, common areas, easements, facilities and assets of the Association; and to maintain the nature, ecology, and character of the development.
ARTICLE 4 - Management
4.1 The Association will be managed by a five (5) member Board of Directors (The Board) who will be elected by the Members. All Directors must be members in good standing of the Association. The term of office for a Director shall be two (2) years. Directors may serve more than one (1) term.
ARTICLE 5 - Board of Directors
5.1 Powers and Duties of the Board - Consistent with the Articles of Incorporation; the Master and Supplemental Declarations of Glacier View Meadows; the Colorado Nonprofit Corporation Act and the Colorado Common Interest Ownership Act (CCIOA), as applicable to a non-electing Association; these By-laws; all published Policies and Procedures and other Assn. Rules and Regulations; and the general welfare of the members, the Board shall have the following powers and duties:
1. Powers: The Board shall have the power to:
A. Adopt and amend By-laws (per Article 9) and rules and regulations;
B. Adopt and amend budgets for revenues, expenditures, and reserves, and establish and collect annual and special assessments for common expenses from membership units;
C. Hire and terminate managing agents and other employees, agents, and independent contractors;
D. Institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or two or more membership units on matters affecting the welfare of Glacier View Meadows;
E. Make contracts and incur liabilities;
F. Regulate the use, maintenance, repair, replacement, and modification of common areas, equipment, facilities;
G. Impose and receive any payments, fees, or charges for the use, rental, or operation of the common areas, equipment and facilities;
H. Impose charges for late payment of assessments, recover reasonable attorney fees and other legal costs for collection of assessments and other actions to enforce the power of the Association, regardless of whether or not suit was initiated, and, after notice and an opportunity to be heard, levy reasonable fines for violations of the Master and Supplemental Declarations, Articles of Incorporation, Bylaws, Rules and Regulations of the Association, and Policies and Procedures;
I. Provide for the indemnification of its Officers and Board and maintain directors' and officers' liability insurance;
J. Suspend the voting rights and right to use of the 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;
K. Exercise any other powers conferred by the Declarations, the Colorado Nonprofit Corporation Act and CCIOA;
L. Exercise any other powers necessary and proper for the governance and operation of the Association.
2. Duties: It shall be the duty of the Board to:
A. Establish, publish and administer policies, regarding the development and maintenance of the Association facilities and functions.
B. Establish, publish and administer Rules and Regulations governing the use of its facilities, equipment and functions.
C. Establish, publish and administer appropriate penalties for violations of these By-laws, the Master and Supplemental Declarations and published Rules and Regulations.
D. Administer the business of the Association, its office, employees, and agents.
E. Hire, appoint and remove such non-elected officers, managers, clerks, agents, or employees as deemed necessary, and to fix their duties and compensation and ensure that their duties are properly performed.
F. Create or dissolve committees as deemed necessary; and fix their duties; and appoint their members. Standing committees that are mandated by the By-laws must be staffed, confirmed, and operational by the 90th day of each fiscal year with the exception of the Architectural Review Committee (ARC), which must be fully operational 30 days prior to the Annual Meeting to maintain seamless continuity for this important function.
G. Fill any vacancy in the Board of Directors. Pursuant to 5.6.
H. Remove any Director who has ceased being a member in good standing. A Director is deemed to have resigned his or her position when a notice of resignation has been received by the Association or, subject to confirmation by an affirmative, majority vote of the Board, he or she has failed to meet the qualifications of Board Members as defined in the By-laws.
I. Ensure the preparation of an Association budget and fix the dues and fees assessed to each membership category at least 60 days prior to the beginning of the new fiscal year. Reference Articles 7.1, 7.3, and 10.1.B.
J. Furnish to the Owner of a lot/property or such Owner’s designee or to a holder of a security interest upon written request, delivered personally or by certified mail, first class postage prepaid, return receipt to the Association’s registered agent, a written statement setting forth the amount of unpaid assessments currently levied against such Owner’s Lot/property. The statement shall be furnished within fourteen (14) calendar days after receipt of the request.
K. Establish special assessments when the financial status, the facilities, equipment or projects of the Association so require.
L. Designate the bank or banks in which Association funds will be deposited, and administer the allocation and distribution of these funds.
M. Cause annual financial statements to be prepared by a CPA or Accountant in accordance with commonly accepted accounting standards, such statements to include an income statement and a balance sheet. These statements will be published and sent to the members by the means they have designated (refer to Article 11.2), or via US mail, at least 30 days prior to the annual meeting. Also, ensure that a financial audit is conducted periodically, but not less frequently than once every four (4) years, by a qualified independent accountant, with the results reported to the membership.
N. Ensure that the following processes are defined, documented, and that appropriate records are maintained:
1. A process to ensure adequate funding and means for collection.
2. A process to provide continuous safety inspections with immediate follow-up to correct unsafe conditions.
3. A process for the receipt and processing of complaints.
4. A process to ensure the regular maintenance where required for roads, common areas, buildings, and other mutually owned facilities.
O. Meet publicly on a regular basis and encourage member participation by inclusion of a public input agenda item.
P. Commission the Rules Committee to initiate an independent Management Audit of the Board's compliance with the By-laws, Policies, Procedures and Rules by October 1 of each fiscal year. Ensure completion of the audit by December 15, and that a documented action plan is established within 30 days of the audit report to address non-compliances discovered and defined in the report. Ensure that a summary of the audit, action plan, and required follow-up verification audits are presented at the Annual Association Meeting.
Q. Appoint Staff Assistants if required, e.g. Asst. Treasurer, Asst. Secretary, and designate their duties and responsibilities.
R. Cause to be kept records of all its acts and corporate affairs as required by Colorado Statutes and Association rules;
S. Procure and maintain appropriate liability and hazard insurance on property owned by the Association;
T. Cause officers or employees having fiscal responsibilities to be bonded, at the Boards discretion;
U. Cause the common areas and facilities to be maintained, repaired, and replaced;
V. Cause the Master and Supplemental Declarations of Glacier View Meadows (GVM) to be enforced; and
W. Perform all other duties imposed upon it by the Colorado Nonprofit Corporation Act, CCIOA, the Articles of Incorporation, the Declarations and Covenants.
5.2 Qualifications : Eligibility to become a member of the Board of Directors requires the person to be a current member in good standing of the Association. Continued eligibility for persons on the Board is determined by:
A. Current member in good standing in the Association.
B. Attendance at:
a.) No less than 50% of the scheduled board meetings in any 6-month period.
b.) No less than 1 scheduled board meeting in any 3-month period.
C. Board approval of 2 or more consecutive absences at scheduled board meetings.
D. The previous attendance provisions may be waived by the Board for special circumstances, but only if the absent Director
remains current on the affairs and activities of the Board.
5.3 Nominations of candidates : For any annual or special election, the Nominating Committee will be responsible for gathering a list of qualified nominees. Nominees may be nominated from the floor at any Board or Association Annual Meeting or Special Meeting called for elections before the vote is taken, but any such nominee must be certified as a member in good standing before being recorded as an official candidate. Any votes for an unqualified candidate shall be disallowed.
5.4 Officers: The Board will install newly elected Directors and elect officers from among themselves at the first Board meeting following the election. The officers shall be:
A. President: The president shall be the administrative officer for the Association and is a consultant (advisor) for all committees, able to attend and advise without voting privilege. The duties of the President shall include:
1. Preside as Chair at all Board meetings.
2. Monitor the activities of the Board.
3. Monitor the progress of Association projects and functions.
4. Subject to Board approval of its members, appoint the chairpersons of all committees.
B. Vice President: The Vice President shall, when necessary, fulfill the duties of the President, serve as ex-officio member of specified committees as appointed by the Board, and assist the President as may be requested. The duties shall include:
1. Monitor the business and financial activities of the Association.
2. Monitor Board compliance with the By-laws, official policies and rules.
3. Monitor the progress of committee projects and functions.
4. Serve as an ex-officio member of the Rules Committee.
C. Treasurer: The Treasurer will administer the financial activity and accountability of the Association; prepare financial status reports for Board meetings; administer the budgeting process; and oversee the notice of and collection of all assessments. The duties of the Treasurer shall include:
1. Assure the performance of the Association accountant and bookkeeper.
2. Assure the control and validity of disbursements.
3. Assure the deposit of funds into appropriate accounts.
4. Ensure the timely preparation of annual financial reports for the Association.
5. Advise the Board on issues relating to fluidity and growth of Association funds.
6. Serve as an ex-officio member of the Budget Committee.
7. Select an Assistant Treasurer and oversee this person's activities, if such selection is desired and feasible.
D. Secretary: The Secretary will administer the preparation, availability and maintenance of all official documentation and records; ensure member access to non-privileged documentation; and administer the release of Association information to any external entity. The duties of the Secretary shall include:
1. Ensure the preparation and accuracy of the minutes of Board or Association meetings.
2. Ensure the timely posting of appropriate business notices.
3. Ensure the proper filing and archiving of critical records.
4. Advise the Board of documentation requirements for proposed activities or projects and ensure that existing documents are controlled, reviewed and updated to comply with current practices.
5. Select an Assistant Secretary and oversee this person’s activities, if such selection is desired and feasible.
5.5 Recall or removal of Directors:
1. Any director will be removed from the Board if and when they fail to maintain the qualifications for their position (Refer to 5.1.2.H and 5.2), upon the affirmative majority vote of the Board.
2. Recall - A recommendation for recall of a director can be made by the Board or by a petition of thirty- (30) membership units. An election for recall will be conducted at a Special Meeting of the Association called for that purpose or at the Annual Meeting. Removal of any Board member requires a two-thirds (2/3) majority vote of the members voting, provided a quorum is present. The election or appointment of a replacement, if needed, may occur following or in conjunction with the recall election.
5.6 Board vacancies: In the event of a vacancy on the Board other than as created by a director’s recall, the remaining Directors shall, at their discretion:
1. Appoint a qualified replacement to fill the un-expired term.
2. Call a Special Association Meeting to elect a replacement.
3. Appoint a qualified replacement to serve until the next Annual Meeting.
4. Select an experienced past Board member to serve the vacancy on an interim basis until a replacement is named.
In no case will the term of the vacant position be extended and in no case shall a vacancy exceed 40 days.
5.7 Indemnification of Directors, Officers, Employees and Agents:
1. Each person who acts as a director, officer or employee of the Association or any agent of the Association given such privileges by the Board of Directors, shall be indemnified by the Association against any expense actually or necessarily incurred by them in connection with the defense of any action, suit or proceeding to which they are party by reason of their being or having been a director, officer, employee or agent of the Association, except any sum paid for the gross negligence or willful misconduct in the performance of duties.
2. The right of indemnification provided herein shall apply to each director and officer or other persons, who are referred to in 5.7.1, whether or not they are such directors, officers or employees at the time such costs or expenses are imposed or incurred, and in event of their death shall extend to their representatives.
ARTICLE 6 - Membership; Voting Rights; Use of Association Facilities:
All owners of property located within the registered boundaries of the Glacier View Meadows subdivision are, by covenant, members of the Association. Each lot within the subdivision represents one (1) membership unit with all rights and responsibilities obtaining thereto. Assignment of any of these rights or responsibilities must be written and filed with the Association, but no assignment will relieve the property owner of the final responsibility for the dues, fees, and other assessments pertaining to their membership unit. The Board may suspend, for a just and reasonable cause, which is deemed to be detrimental to the Association facilities or its members, any or all of the rights and privileges associated with this membership. Owners of property that is not ratified may apply for regular membership or limited membership under the terms and conditions established by the Board.
6.2 Voting rights:
Each membership unit has one (1) vote in any Association election pursuant to these provisions:
1. All dues and other assessments for the membership unit are paid current, or provisions accepted by the Association have been made for their payment.
2. Upon verification of identification, a ballot will be issued to the first member of a membership unit applying for said ballot, unless specified differently in a written designation, from the majority of the owners of such unit, filed with the Association beforehand. If there is any question as to which member(s) is eligible to vote for the membership unit in question then the only acceptable ballot will be one issued to an owner. The nominating committee has the final say on voter eligibility and resolution of voter issues or disagreements at an election.
3. Proxies are permitted. The proxy will be valid for only the meeting, election or vote specifically designated in the proxy, and may be rescinded by the issuer of the proxy only before the vote is cast.
4. Voting by Written Ballot in place of a meeting is allowed, if the nature of the issue is amenable (refer to 8.1.3).
5. Cumulative voting is not allowed.
6.3 Appeals and Disputes: All controversies and disputes with respect to determinations, decisions, actions of the Association, or its Board members, or its committee members at any meeting of such members must be resolved according to the procedures described herein.
Normal Issue Resolution:
Many controversies arise from a misunderstanding of actions, procedures,
By-laws, etc. The first step must be to make a concerted effort to resolve
issues through the Association Office Staff and the Association Manager.
Appeal: If a member(s)
cannot resolve a controversy through the normal process of interaction with the
Association Manager or through non-binding mediation if all
parties agree, or if the Board, an Association Committee, or a representative
of the Association makes a decision with which they disagree (including a
notification of assessment of a fine or penalty after an
opportunity to be heard), then the member(s) may appeal the action or
a.) Appeal Process: Unless a notice of appeal is given according to these defined procedures, any decision or action taken is binding and conclusive on the Association, each member, their guests, their heirs and agents. The appeal must be addressed to the Board in writing (notice of appeal) and must state the detailed nature of the issue, the decision appealed from, and the basis for the appeal. It must be received at the Association Office within 30 days of the decision, action or notification appealed from. No appeal will be allowed beyond the 30 days unless extenuating circumstances can be shown. The Board's decision on the appeal must be conveyed in writing to the member(s) in question. Only one appeal is allowed on a given issue.
b.) Hearing: If a hearing is requested, the Board or a hearing panel appointed by the Board must address the appeal at a Board meeting or separate hearing within 35 days of its receipt, and provide the requestor(s) with at least 7 days advance notice of the scheduled hearing date, time and location. If the person appealing cannot attend, and so notifies the Board prior to the hearing, then the hearing can be rescheduled at the earliest convenience of all parties involved. If the Board determines that the appeal involves a personal issue, impacting only the members appealing, e.g. a fine or penalty, then they may elect to schedule a hearing, which is restricted to the Board and those directly involved in the appeal, their agents, and their witnesses. This does not preclude a recording secretary being present. If it impacts members other than those requesting the appeal then the Board must hold an open hearing.
The Board will render a decision, at the conclusion of the meeting or within 30 days of the hearing. The Board's decision stemming from the hearing is binding and conclusive.
6.4 Use of Association facilities: All members shall have equal and nondiscriminatory use of, and access to all Association functions and facilities subject to these requirements.
1. Privileges have not been suspended for cause.
2. The function or facility has been made available to members, as stated in a motion of the Board of Directors or in the rules and regulations of the Association.
3. The function or facility is used in a manner conforming to all rules and policies of the Association.
6.5 Guests: Guests of members or the Association will be afforded the same rights and privileges, except voting, and will be subject to the same rules and regulations, as members. Guest fees may be assessed if provided for in Association policy. Any member in good standing, or the Association, may grant guest status pursuant to:
1. Guests must be accompanied by, or have written authorization from the host.
2. The names of household members, family, and others may be registered with the Association for
permanent authorization. Qualifications for permanent authorization are established by Association policy.
3. Agents of the Association, and non-permanent guests, will require specification of the period for which
guest status is valid, unless the host is available for confirmation.
4. A legitimate agent of any member will be granted access to the host's property.
5. Hosts will be held liable for the actions of their guests.
6. If justified, any Board member or the Association manager may suspend this privilege and request guests to vacate Association property. This action, if taken, will require a review by the Board at the earliest possible time thereafter.
6.6 Obligations of members:
1. All members shall be required to: abide by these By-laws, all rules and regulations and Association policies; pay dues and other assessments levied upon each membership unit in a timely, reasonable manner.
2. All members must maintain their property to treat/control Canadian thistle, Mountain Pine Beetle, Mistletoe, and other ecologically noxious flora and/or fauna and if notified of a problem by the Association must exercise prescribed action within the specified time period. If sufficient cause exists, e.g. a specific observation of a problem, a complaint from another member, etc., then upon proper notification, an inspection can be conducted by the Association or a qualified agent of the Association. Upon failure to rectify an identified problem, the Association or its agent(s) may access the property and treat any infestations. Any resulting costs will be assessed to the membership unit. The Association or a qualified agent has the authority to treat/control such infestations on greenbelts, road areas (including adjacent easements) as part of its normal maintenance responsibility.
3. A lapse of membership shall not release any person or entity from liabilities they incurred while a member.
4. Every member is encouraged to participate in activities, committees, boards, etc. to improve the Association as a whole.
ARTICLE 7 - Fees, Penalties and other Assessments
7.1 Annual Assessments (Dues): Dues sufficient to ensure adequate operation and required maintenance of the Association and its programs, common areas, roads, facilities and equipment for the next fiscal year shall be established by the Board at least 60 days prior to the beginning of the next fiscal year. At least one (1) month before the Annual Meeting, a proposed budget, by inclusion with the notice of the Annual Meeting, will be presented to the Association members for discussion and comments. The actual dues will be determined by a pro-ration of the final approved budget among each of the membership categories as defined by Association policy and pursuant to:
1. Dues shall be assessed to each membership unit.
2. Dues cannot exceed the established dues cap for each membership category. The dues cap can only be changed by a majority vote of the members; present or represented by proxy at an Annual Meeting or a Special Meeting of the Association called for that purpose or voting by a written ballot.
3. Dues shall be used for the general welfare of the Association and shall not be for the express benefit of a single member, individual or group unless specifically defined by a membership category.
4. Dues shall be due and payable on the first day of the fiscal year, and will become delinquent one (1) month later unless suitable provisions are made as to payment, in which case the account will become delinquent upon default of those provisions. No dues or assessments will be refunded due to suspension of services, facilities, and programs or due to sale/transfer of property.
5. Delinquent accounts will be assessed interest of one and one half percent (1.5%) each month. This will be assessed cumulatively.
6. Any unpaid dues or other assessments and any attorneys fees and costs incurred in their collection shall constitute a lien, in favor of the Association. Ref. C.R.S. 38-33.3, Sections 302 and 316.
7. Any further delinquency will be presented to the Board for disposition. The Board may take any lawful means deemed necessary to recover said account(s). The Board may also suspend any or all privileges of the member(s) involved.
7.2 Fees and Penalties:
1. Fees are assessed for specific services provided, e.g. trash. Payment terms are specified with the billing or invoice or are specified in policies or procedures.
2. Penalties or fines may be imposed on a member for violations of By-laws, covenants, rules and regulations, etc. (also refer to the Uniform schedule of penalties). A written notice of the violation(s) and proposed penalties or fines will be provided to the member(s). If the violation is not resolved per the notice and per a hearing, ref. Article 6.3, then a penalty and/or fine(s) will be assessed, which will also specify the payment terms. Penalties and fines can be appealed (Reference Article 6.3).
3. Any payment delinquencies will be handled in the same manner as dues delinquencies.
7.3 Special Assessments:
1. When the normal business and budget of the Association cannot be funded (See Article 10.1.B.2.b), or some other
compelling justification exists, the Board may enact special assessments against all or any membership categories.
2. Special assessments may also be imposed to enhance the quality or type of services provided to members, in which case, a majority vote of the members present, or represented by proxy, at an Annual Meeting or Special Meeting of the Association or by written ballot will be required to approve the special assessment. If the proposed service is completely or substantially of benefit to a specific membership category, then only the members representing that membership category will be eligible to vote for the assessment. Such assessment, if approved, will be levied only to that specific membership category.
ARTICLE 8 - Meetings
8.1 Association Meetings:
The Annual Meeting and any Special Meeting of the Association shall require due notice from the Board to the members stating the purpose(s)/agenda, the date, time and location of such meeting. This notice shall be given no less than thirty (30) days prior to the meeting and shall be sent by first class mail to the address of each membership unit as it appears in the records of the Association or by other directed means (Refer to Article 11.2). The members on the podium, representing this Association, will be the chairperson, the Board President, the Board Treasurer, and the Board Secretary. The chairperson will conduct the meeting in accordance with the established procedure. In order to conduct separate Association business at these meetings, the Association’s Board must convene and meet in open session for its transaction. Goldberg's Rules of Order shall govern the conduct of all Association meetings.
1. Annual Meeting: An Annual Meeting will be held at Glacier View in June or July of each year. The chairperson shall be the President of either the Road & Recreation or the Water & Sewer Associations (alternating on succesive years). For issues requiring voting, proxy voting will be allowed for each membership unit. Fifty- (50) membership units, present in person or by proxy shall constitute a quorum. Agenda items may be submitted by petition of ten- (10) membership units. Such petitions must be submitted no less than Sixty- (60) days prior to the meeting, and must be appropriate to membership action or approval. This meeting is for:
a. The election of Directors for the Board.
b. Discussion of the proposed budget.
c. Discussion of the projected year-end financial status.
d. Summary of the year's activities, and special topics required by these By-laws.
e. Open discussion of the next year's objectives.
f. Such other business as proposed by the Board or the members and included in the agenda.
2. Special Meetings: The Board, or thirty- (30) membership
units by written and signed petition, may require a Special Meeting of the Association to be called.
This meeting shall be for the express purpose(s) stated in the notice of the
meeting, and proxies shall be allowed. Special Meetings of the Association
shall be held, within the State of Colorado, preferrably in Larimer
County, no later than 90 days after the
Association Secretary has certified a valid request. The Association Secretary
must certify, or reject for cause, said request, within five (5) business days
of receipt. Fifty- (50) membership units present or by proxy
shall constitute a quorum. The
chairperson shall be appointed by the Board(s).
3. Action by Written Ballot: Any action that may be taken at any annual, regular or special meeting of the Members may be taken without a meeting if the Association delivers a written ballot to every Member entitled to vote on the matter at issue, provided the requirements of C.R.S. 7-127-109 are met. Fifty- (50) membership units voting shall constitute a quorum.
8.2 Board Meetings:
Three (3) directors constitute a quorum for any Board meeting. The Board will hold regular meetings periodically, preferably monthly, but no less than once per quarter, to conduct the normal business of the Association and communicate to the members. Any Director may call a special board meeting if urgent, unanticipated action is required. Hearings for complaints, grievances or appeals can be called. Goldberg's Rules of Order shall govern the conduct of all Board meetings. Voting will be on the basis of a majority of the Directors present.
Regular Meetings: Regular
meetings will be held periodically and as prudent stewardship dictates. Notice
of these meetings will be posted on Association bulletin boards, posted in the Association
web site, published in the Glacier View newsletter, or otherwise
brought to the attention of the members. All meetings will be held
in a place, which is accessible to members. The Board may deliberate in
private for any portion of a meeting dealing with personnel, legal or other
privileged information. Meetings may be held jointly with the Glacier
View Water and Sewer Association. The first regular meeting following
the Annual Meeting must be held within thirty- (30) days thereafter. This does
not include the meeting to elect officers and install new Directors, normally
held immediately following the Annual Meeting.
2. Special Board Meetings: Special Board meetings will deal only with those matters necessary to resolve the cause for the meeting. Any decisions or actions taken at a special Board meeting will be conveyed to members at the next regular meeting unless of a privileged nature. Special meetings may be conducted by telephone if agreed to by the majority of Directors. Good faith effort must be made to notify the general membership of these meetings.
Meetings may be held in executive or closed door session in accordance with
C.R.S. 38-33.3-308(3). These sessions
may be held only for the purpose of dealing with privileged or confidential
business, which is enumerated and defined in C.R.S. 38-33.3-308(4) or for the
discussion of bidding for Association projects of services. These meetings may
be held at any place conducive to the business at hand and will be closed to
all but the Board and persons requested by the Board. Notice that such meeting
occurred and the general, non-privileged, subject matter will be presented to
and recorded. Formal minutes of the executive sessions themselves will not be
4. Hearings: Appeals to the Board will be heard at a hearing. Refer to 6.3.2.b.
ARTICLE 9 - By-Laws Amendment, Modification, Interpretation
9.1 Amendments or changes: Provisions of these By-laws may be amended only if all of the following are complied with:
1. A proposal is made to the Board by the Rules Committee, a Director or a petition signed by 30 membership units.
2. The proposal is reviewed by the Rules Committee and the Board for their respective comments and suggestions.
3. The final proposal is made available to the membership along with the recommendations of the Board and the Rules Committee at least thirty- (30) days prior to a vote to adopt the proposal.
4. The vote to adopt a proposal is held at an Annual Meeting or a Special Meeting called for that purpose and proxies are allowed, or by a Written Ballot of the Association. (Reference Articles 8.1.1, .2, .3).
5. The proposal receives a two-thirds (2/3) majority vote of the membership units present at the specified meeting (including proxies), or represented by the Written Ballot. Quorum requirements must be met.
9.2 Interpretation: Any question as to the meaning or proper interpretation of any provisions of these By-laws shall be determined by the Board after consultation with the Rules Committee.
9.3 Emergency changes: In case of emergency, these By-laws may be amended on an interim basis by an affirmative vote of four (4) Directors. Any amendment so implemented shall be in effect until the process for a formal change can be fulfilled. The formal amendment process must be initiated within fifteen (15) days of the interim action.
ARTICLE 10 - Committees
10.1 Standing Committees: The Board must create, confirm, and staff Standing Committees in a timely fashion to meet the needs of the Association and to carry out their responsibilities as defined by these By-laws, the Declarations or other Policies of the Association (refer to Article 5.1.2, F). The specific duties and activities of Standing Committees may vary greatly over time, so the principle source of administrative guidelines, powers, limitations, and duties will be a matter of Association policy and procedure, unless defined or required by these By-laws. In general, a Standing Committee will be composed of members of the Association and will serve an advisory and/or action function for the Board. For each Standing Committee, the Board must appoint/confirm a chairperson and appoint/confirm its membership (ref. Article 5.1.2, F), define the specific function of each committee, its authority and powers, the means of financing its activities, and will monitor its operations. Each committee will prepare or ratify its own internal policies and procedures, which define its method of implementing its function, and submit them to the Board for approval. Each Standing Committee must report their ongoing status, in writing, at regular Board meetings. The following Standing Committees are required (mandatory) and must be appropriately staffed:
A. Rules Committee: The Rules Committee has the following responsibilities:
1. To administer, evaluate, ensure consistency and availability of the Association By-laws, Rules and Regulations, Uniform Schedule of Penalties, Policies and Procedures.
2. To ensure that a Management Audit is executed per Article 5.1.2.P, according to a published audit procedure and checklist. Authority: To request an action plan from the Board that addresses non-compliances stemming from the audit, to present the results of the audit, action plans and follow-up audits at the Annual Meeting.
3. To act as a consultant to the Board for interpretation of By-laws, rules and related issues.
4. To appoint a committee member who will serve to interpret and mediate the Rules of Order (Reference Article 8.1)
B. Budget Committee: The Budget Committee has the following responsibilities:
1. Develop an annual consolidated budget proposal for submittal to the Board for its approval no less than three (3) months prior to the Annual Meeting. The budget should include all anticipated revenues and expenses, including an estimate of unreserved funds remaining at the end of the fiscal year.
2. The Budget Committee shall identify the essential (required) services to operate and meet the purposes of the Road and Recreation Association. It shall also identify the normal expectations, improvements and reasonable enhancements that would provide for the most efficient operation of the Association and benefit the majority of membership units. With this information the Budget Committee shall prepare two (2) budget scenarios, namely:
a)The Normal Budget, which would provide necessary funding for normal sevices including the recommended improvements and enhancements, and reserves for same, and which are based on a long-term budget plan (3 year/ 5 year. The long-term budget plan must be updated annually and presented to the members at the Annual Meeting.
b) The Essential Budget, which would provide the essential services to the membership should be based on prior year actual expenses and should include forecasted inflation factors for each major expense category, e.g. wages, equipment, supplies, repair, fuel, etc., and a reasonable capital reserve. This budget would represent the threshold (minimum) for the fiscal year in question.
If the expenses specified therein in the Normal Budget can be supported by the current dues cap, then it would be proposed to the Board and after presentation to the membership and approval by the Board would become the approved budget for the fiscal year in question. If it cannot be supported by the dues cap then the Essential budget must be proposed to the Board and after presentation to the membership and approval by the Board would become the approved budget for the fiscal year in question. In the latter case any shortfall in the approved budget between the expenses and the income generated from dues, fees and assessments must be met by a Special Assessment (Refer to Article 7.3). This Special Assessment will apply only for the fiscal year in question.
C. Nominating Committee: The Nominating Committee has the responsibility for solicitation and screening of qualified candidates for elective Director positions that are open within the Association. It must prepare a list of nominees for these positions; ensure that nominees understand the duties and responsibilities of Directors; obtain relevant background material; prepare the ballot; administer the election process within the bounds established by the Board; and tally the vote’s cast.
D. Ecology Committee: The Ecology Committee has the responsibility to monitor and advise the Board on all matters having an ecological impact on the development, either detrimental or beneficial. This committee will prepare and promote information for the Board and the members, which advances the knowledge and awareness of the native environment. This Committee may drive or sponsor programs, which enhance the ecology, attractiveness, and enjoyment of the community.
E. Past Presidents Advisory Committee: The Past Presidents Advisory Committee serves as an advisory council for the Board. Any member who has been a President of the Board is eligible to participate on the committee. This committee is primarily responsible for providing training and consultation for the Board but can accept a broad range of assignments from the Board or pro-actively recommend new policies, procedures and programs.
F. Architectural Review Committee (ARC): The ARC will be a 5 member standing committee which shall administer the review, and the approval or denial of all new construction, or the modification to existing structures within GVM. This Committee will act in accordance with the powers and responsibilities originally assigned to the Architectural Control Committee (ACC). The ACC is identified in the Amended Master Declaration for Glacier View Meadows, dated August 4, 1992, as a Committee of the Association. It will now be called the Architectural Review Committee (ARC) and will perform its duties as identified in the Amended Master Declaration. The initial members of this Committee will be the then current ACC members. This Committee shall prepare a set of internal operating policies and procedures which shall be presented to and approved by the Glacier View Road and Recreation Board of Directors. A final, Board approved, set of policies and procedures shall be completed within one-hundred-eighty (180) days of the adoption of these By-laws
10.2 Special committees: Special Committees are formed as needed for dedicated, specific functions. They will cease to exist when the Board dissolves them, or when their function is fulfilled. Special Committees will prepare a charter or set of objectives, policies, members, and proposed powers to submit to the Board for approval before taking any action. When approved/chartered, they will undertake the activity as defined in their charter. The Board may optionally create and staff other committees as required to meet ongoing and future needs of the Association, such as Roads Committee, Recreation Committee, Planning Committee, etc. They may also dissolve these optional committees when not required.
ARTICLE 11 - Miscellaneous Provisions
11.1 Other Entities within GVM: Cooperation and joint agreements with the Glacier View Water and Sewer Association (W&S), The Glacier View Fire District, and other entities, which may exist or have jurisdiction within the GVM subdivision boundaries are supported and recommended. Every effort will be made to cooperate with beneficial entities in order to maintain efficient, coordinated management of all functions and activities, but no provision herein will negate or modify the rights of this Association. Beneficial activities include:
a. Any meeting may be held jointly, but separate quorums and voting will be maintained.
b. Contract services, employees, and committees may be shared
c. Equipment and facilities may be shared.
d. Common financial costs may be shared, e.g. employees, equipment, facilities, etc., with W&S.
e. Joint agreements as to access and use of property may be made.
f. Such other joint activities or functions deemed legal may be implemented.
11.2 Notification to members: Members may direct the Association Office as to the means they wish to receive notification(s) from the Association. These means include: US Mail; email; fax; or such other means which is within the capability of the Associations and the members equipment and facilities. If no designation exists, US mail will be required. The Association Office will maintain a master list of members with their preferred mailing address, their preferred method of notification, names of eligible voters, number of entitled votes, designated family unit members etc. Members are responsible to ensure that their listing is correct and current since this list will govern all notices.
11.3 Association Services: No Association services will be provided to anyone not a member of the Association other than those services implied for guests of members (Reference Article 6.5).
11.4 Fiscal Year: The fiscal year of the Association shall run from July 1 through June 30, unless changed by the Board of Directors.
APPENDIX A - Definitions
1. ACC (Architectural Control Committee) means the Committee, which was originally appointed by the subdivider and whose successors have been appointed by the Board for the purpose of maintaining a style and nature of building design .... This Committee’s purpose, scope, duties and responsibilities were defined in the Amended Protective and Design Covenants, Master Declaration for Glacier View Meadows and are now assigned to the ARC Refer to 10.1.F.
2. Agent means a person, company representative, or service provider who has the assigned power to act for another.
3. Appeal (notice of appeal) means a written request made to the responsible person or body to reconsider a decision, penalty, fine, determination, ruling, etc. which clearly states the specific nature of the issue(s), the desired outcome and the basis for the stated position.
4. Approved budget means a budget for the stated (usually next) fiscal year, which has been approved by the Board.
5. Assessment means all annual, special and/or other assessments levied by the Association for the purposes set forth herein or set forth in Section 38-33.3-302(1)(k) C.R.S. of the Colorado Common Interest Ownership Act (CCIOA), including but not limited to payment for common expenses, capital improvements and reserves.
6. Association web site means the official Internet Web Site for the Association containing approved documents, forms, and other useful information for members in easily accessible, electronic form. Refer to the Association Office or Glacier Viewpoint newsletter for the current address (URL) of the site.
7. Budget means a financial statement listing the probable income and expenses, by category or account, for the time period specified. A budget represents the best estimate of the person(s) preparing it, and does not imply that actual expenses and income will match in each budgeted category.
8. Common Areas means any real estate and improvements thereon owned or leased by the Association, including but not limited to common open spaces, trails, easements, parking areas, greenbelts, buildings and facilities.
9. Consultant (advisor) means a person qualified to render professional advice.
10. Dues mean an Annual Assessment, which is the indebtedness of a membership unit (within a membership category) payable to the Association on a pro-rata basis, for the defined operation of the Association, for the fiscal year in question, exclusive of other fees or assessments.
11. Dues cap means the monetary limit of the amount of dues that can be charged to a membership unit (within a membership category) expressly for the purpose of the maintenance of private roads within the subdivision.
12. Ex-officio means one who is a member of a committee or group by virtue of the position or office that they hold with all rights, responsibilities and duties of other members of the committee including the right to vote.
13. Fee means a specified monetary charge for a specified service for the time period indicated on the invoice.
14. Fines means any monetary penalty imposed by the Board against an Owner because of a violation of these By-laws, the Articles of Incorporation, the Declarations or the Rules and Regulations, by such Owner, a member of the Owners family unit or a tenant or guest of the Owner.
15. Glacier View Water and Sewer Association means the Colorado Corporation incorporated on 3/18/75, which manages the Water and Sewer functions of the GVM Subdivision, as defined in their Articles of Incorporation.
16. Limited Membership means a membership status conferred on a property ownership for property which is adjacent to the Glacier View Meadows subdivision. This membership receives defined benefits and privileges from the Association, which may be restricted relative to Association members, for the payment of defined dues, fees and assessments.
17. Long-term budget plan means a financial statement listing the probable income and expenses, by category, for each year, over a period of 3 to 5 years. A narrative indicating the changes in revenue, revenue sources, major expenditures, services, equipment, facilities, benefits to members, etc will usually accompany this statement.
18. Lot means a parcel of land within the Glacier View Meadows Subdivision identified numerically by filing and “lot” number on the Larimer County plat maps for the Subdivision (or in the case of conjoined “lots”, two or more “lots” that have been combined into a single lot).
19. Management Audit means an audit of the Association by an independent person(s) which assesses the activities and accomplishments of its Board, officers, management, staff, committees, etc. relative to a standard (By-laws, Master Declaration, Articles of Incorporation, Policies and Procedures) and determines the state of conformance. The audit, which typically will use sample observations, will result in a report which details non-conformities and summarizes the auditors overall assessment.
means a process whereby
two or more parties with differing viewpoints are facilitated in resolving a
conflict by the use of an independent mediator who does not have a stake
in the outcome. The conclusion and recommendations of the mediator, after due
consideration of all facts presented by the dissenting parties, becomes a
proposed, objective solution for a dispute.
Although the solution is not binding, it should add credence to one
side’s position and clearly highlight an anomalous position. Any costs of mediation shall be borne
equally by each side. Mediation
is recommended before any member initiates litigation against the
Association, its Directors, Officers, employees or agents.
21. Mediator means a disinterested, independent person, acceptable to two or more dissenting parties, who is chosen to listen to the different viewpoints and provide a “third party” viewpoint to facilitate and influence agreement.
22. Member means the Owner of any property within the Glacier View Meadows Subdivision and any member of the Owner's designated family unit. In the case of Associations, corporations, partnerships, LLC and other entities only the Owners would be members.
Category means that
several classes of membership benefit status have been defined, where each
class may have different services or benefits, different annual assessments and/or fees, etc. These classes currently include:
Class A - Members who have improved their lot or lots in the form of a structure, which has enhanced the value of the property.
Class B - Members owning a lot or lots wherein no improvement of value has occurred.
Class C - Non-member having property contiguous or near to Glacier View Meadows Subdivision but receiving some valued benefit from the Association.
24. Member in good standing means any member whose membership unit is in conformance with all financial obligations to the Road and Recreation Association (dues, fees, assessments and penalties).
25. Membership Unit means that each lot constitutes a single membership unit (one membership unit per lot), and all members representing a specified lot comprise only one membership unit (similarly two lots represent two membership units, etc.).
26. Owner means the record owner (specified on the Deed), whether one or more persons or entities of a fee simple title to any lot which is part of the Glacier View Meadows properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
27. Penalty means a specified fine and/or restriction of rights imposed on members for violations of Association By-laws, Covenants, Rules and Regulation, Policies and Procedures, etc.
28. Petition means a documented and signed request for action by the Association. This document must be single-sided and must have the following content on each page:
a. A statement of the exact purpose for the petition.
b. A legible printed name together with the signature of a member of the Association.
and lot number represented for each name and signature.
Note that there can be only a single signature per membership unit and there can be no duplicate signatures on the petition. It is further recommended that the pages be numbered, e.g. page 1 of 3
29. Policies mean the documented and controlled statements of belief, philosophy, practices, which have been approved and adopted by the Association.
30. Procedures mean the documented instructions for carrying out a specific task or activity. Each procedure must be signed by the author, with printed name, and dated. Each revision should be noted, signed and dated.
31. Proxy means a signed and notarized statement authorizing a person to cast the vote of the person signing it. It also can refer to the person who is so empowered.
32. Ratified means any property which has recorded with the Larimer County Clerk and Recorder a document, which accepts all the provisions of the Master Declaration and/or Supplemental Declarations and/or a Road Maintenance Agreement. This document requires membership in the Glacier View Road & Recreation Association and compliance with its Articles of Incorporation, By-laws and rules and regulations.
33. Regulations mean the language, which details the rules and their applications.
34. Rules mean the documented and controlled instructions governing the conduct of members and their guests, the use of facilities and equipment, etc which have been approved by the Association.
35. Scheduled Board Meeting means:
a. Any meeting which is published or posted in any GVM information media, or announced to the members present at a regular Board meeting.
b. Any Special Board meeting which is held by polling the directors for a convenient time and place, and which is held more than 24 hours from the time of such poll. The failure or inability to contact a director shall automatically excuse that director.
36. Special Assessment means a monetary charge to members, in excess of annual dues or fees, which is required to cover a specified expense.
37. Special Committee means a committee that is selected to carry out a particular task, and that ceases to exist once the task is completed. Also called an ad hoc committee.
38. Standing Committee means a committee that has a fixed term of office and that performs duties or work in its field, as prescribed by the By-laws or assigned to it by the Association, the Board, or Board officer.
39. Uniform schedule of penalties means a listing of specific violations of the By-laws, policies, rules and regulations, protective covenants and codes, together with the associated penalties.
This revision of the By-laws was commissioned by the Board of Directors in response to numerous requests from members of the Association. The purpose of amending the prior By-laws was to clarify, modernize, ensure consistency with other Association documents, ensure compatibility with Colorado Statutes, and reflect the collective experience gained by the Association over the past, nearly 30 years. The amendments incorporated in these By-laws were proposed and prepared by the By-laws Committee, composed of : Jim Chisholm (Chairman), Marilyn Buhrman, Eugene Carroll, Mary Chisholm, Jim Lasch, Mimi Pearson, Jim Slewitzke, and Keith Weeks and are hereby submitted on June 21, 2001.
Approved on: June 23, 2001
By the Board of Directors: ____________________________
Amendments to the Bylaws after 6/23/01
following changes were approved by vote at the Annual Meeting, 6/29/02:
Article 5.1.2.F, changed from 60th day to 90th day.
Article 5.1.2.P, changed from November 15 to December 15.
Article 10.1.B.1, changed from four (4) months to three (3) months.