The Bylaws of Westlake Village Condominium Association governing meetings, voting, board elections, and association operations.
Voting
1 vote per unit
Annual Meeting
November
Board Size
3-7 directors
Quorum
1/3 of members
Meeting Notice
15 days minimum
WestlakeBylaws
WESTLAKE
BY-LAWS OF BENCHMARK CONDOMINIUM HOMEOWNERS ASSOCIATION
ARTICLE I
Voting Rights
Section 1. Voting. The Association shall have two Classes of voting membership.
Class A. All Owners shall be "Class A Members." Class A Members shall be entitled to one vote for each condominium which they own the Interests specified in the Declaration of such condominium. In no event may more than one vote for each such condominium unit be exercised by one of the designated Co-Owners thereof, be it an individual, entity, or trustee acting on behalf of the beneficial owner(s) of any such condominium. In the absence of such designation, the Board may designate such a Class A Member.
Class B. Class B Member shall be the Declarant. The Class B Member shall be entitled to three votes for each condominium in which a Class A membership or interest has been created as set forth in the recorded instruments, but membership, provided that the Class B membership shall cease and become converted to Class A membership on the first to occur of the following:
A. When the total votes based upon all condominium units owned by Class A members in the hereinafter annexed property outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or
B. December 1, 1995.
Section 2. Right to Vote. The right to vote upon Association matters shall be exercised as provided in the Declaration and other constituent documents of the Association and the Records as set forth in the Articles of Incorporation.
✓ Section 3. Notice. In addition to other notice required herein, provided that no provided shall be filed by virtue in writing of the Secretary of the Association at least 15 days prior to the time of any meeting.
✓ Section 4. Quorum. One-third (1/3) of the Members entitled to vote represented in person or by proxy may constitute a quorum for the transaction of any business of the Association, including the election of Directors.
Section 5. Adoption of Resolutions. It shall require a vote of a majority of Members present in person or by proxy at a meeting in person or by proxy to adopt a resolution or transact business at a membership meeting for adoption.
ARTICLE II
Membership Meetings
✓ Section 1. Annual Meetings. The annual meetings of the Association shall be held on the 1st day of the month of November of each year, beginning with the year 1979, at West Eagle County, Colorado, or at such other date and place as may be fixed by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Association may be called by the President, by the Board of Directors, or upon the written request or petition signed by not less than 50% of the Members entitled to vote, and any meeting been presented to the Secretary stating the nature of the special business to be transacted at the meeting and the purpose thereof. No business shall be transacted at any special meeting except as stated in such notice.
Section 3. Place of Meetings. Meetings, both general and special, may be held either within or without the State of Colorado. If the notice to Members, or at any place suitable and convenient to Members as may be designated by the Board of Directors.
Section 4. Notice of Meetings. Notice of the annual meeting of Members of the Association shall be mailed or Members, or personally delivered to said Members, on the date fixed for such meeting as set forth the addresses of Members as such appearing upon the records of such Members as recorded by the Secretary, shall be sent in writing to the Member at the Member's last known address as shown on the records of the Association. Notice shall indicate the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called and shall send of fruit of consummation upon written request therefor as specified in the Declaration of Condominium for membership meetings.
Section 5. Adjourned Meetings. If any meeting of the Association cannot be organized because a quorum has not present, either in person or by proxy at said meeting, the President may adjourn the meeting to a time not more than sixty (60) days from the time of the original meeting.
Section 6. Order of Business. The order of business at the annual meeting of the Members shall be as follows: (a) Roll call and certifying of proxies (b) Inspection and verification of proxies (c) Reading of minutes of the previous annual meeting of Members or any special meeting held since such time (d) Reports by officers (e) Reports of committees (f) Committee reports (g) Unfinished business (h) Appointment of inspectors for canvass of votes cast (i) Election of members to the Board of Directors (j) Unfinished business (k) New business
ARTICLE III
Board of Directors
✓ Section 1. Number and Qualifications. The affairs and business of the Association shall be conducted by a Board of Directors consisting of not less than three (3) not more than seven (7) persons, who need not be Members except that the Owner or Declarant at the annual meeting by Members of the Association. Members elected Board of Directors shall be Members until their successors have been duly elected.
✓ Section 2. Election and Term of Office. At annual meetings of the membership of the Association to be held as
herein provided, the terms of office of the Directors may be for a definite period of time at the membership discretion. Also, and such terms may be staggered so as to provide for a staggered number having all Directors terms to sufficient time to allow as a corporate or appointed Directors of such Directors at each annual meeting and only new Directors will be designated and such other terms as may be provided herein qualified for such positions. Members eligible for appointment to the Board of Directors may be expired to a new term as such Director. In all events, the terms of at least one-third (1/3) of the Directors shall expire annually.
Section 3. Vacancies. Vacancies in the membership of the Board of Directors may be filled for the unexpired term by a vote of a majority of the remaining Directors; and each person so elected shall be a Director until the next successor is elected.
✓ Section 4. Removal of Directors. The office of any Director shall become vacant in case such Director shall resign, cease to be a Member of the Association. Any Director may be removed from office at any time, with or without cause, by a majority vote of the Members of the Association.
Section 5. Compensation. Directors shall not be paid for the ordinary performance of their duties as such Directors unless a resolution authorizing such remuneration for such Directors is duly adopted in connection with their duties is authorized.
Section 6. Organization Meetings. Within a period of ten days following the election of the Board of Directors at an organization meeting shall be held at a time and place to be fixed by the Board of Directors. Following said meeting, the Board of Directors shall reorganize by the election of the officers provided hereby.
Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be determined by resolution of the Board of Directors. Notice of regular meetings of the Board of Directors shall be given each Director personally or by mail at least five (5) days prior to the time fixed for such meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the President or Board. Also, on like notice to each Director of such special meeting, giving the time and place of the meeting and the purposes thereof.
Section 9. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waiver shall be equivalent to the giving of such notice. Attendance of a Director at any meeting of the Board shall be a waiver of notice by such Director of the time and place thereof. If all the Directors are present at any meeting of the Board, no previous notice shall be required and any business may be transacted at such meeting.
Section 10. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors present at a meeting at which time a quorum was present shall be the act of the Board of Directors, except where a larger number is required by law; provided there be less than a quorum present, the majority of those present may adjourn the meeting.
Section 11. Duties. The Board of Directors shall manage the affairs of the Association covered by the document except as may be otherwise provided herein. The Board shall act pursuant to and in accordance with said Declaration as filed of record in the office of the Clerk and Recorder of the County of Eagle, State of Colorado. The Board may exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Bylaws, Articles of Incorporation, or the Declaration of Condominium. The Board may adopt and publish rules and regulations covering the details of the operation and use of the Common Elements and facilities and shall present a statement thereof to the Members at the annual meeting of the Association or any other meeting of Members. The Board may designate and remove personnel, prescribe their duties, responsibilities and compensation.
The Board of Directors is hereby authorized to select, supervise all officers, agents and employees of the Association and it shall have such duties, responsibilities and status incumbent upon it.
Section 12. Manager. The Board of Directors may employ the services of a Manager, and may delegate to such Manager all or any portion of the duties otherwise of the Board, subject to the supervision and control of the Board.
Section 13. Rules. The Board of Directors may adopt or promulgate such rules and regulations governing the Common Elements as set forth in the Declaration of Condominium for Benchmark Condominium as may from time to time be necessary.
Section 14. Indemnification. The Manager, employees of the Association, board members, and officers, shall hold all members harmless from personal liability, including attorney's fees, reasonably incurred in or arising from their good faith performance of their duties on behalf of the Association which they may become involved, by reason of being or having been Members of such Board of Directors or officers of this Association, except with respect to matters as to which they shall be adjudged guilty of willful misconduct or malfeasance in the performance of such duties, provided further that the applicable statute of limitations with respect to any such claim applies only if the Board of Directors approves the settlement and indemnification. The right of indemnification herein provided shall be in addition to any other rights to which such person may be entitled.
ARTICLE IV
Officers
Section 1. Designation. The principal officers of the Association shall be a President, a Vice President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors. The officers of the Association may be Members of the Board of Directors but need not be Members of the Association except that the President and Secretary must be elected by the Board of Directors from time to time.
Section 2. Election of Officers. The officers shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal of Officers. Upon an affirmative vote of a majority of the whole Board, any officer may be removed, either with or without cause,
and the successors may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose.
Section 4. Duties. The duties of the officers are as follows:
President
(a) The President shall preside at all meetings of the Board of Directors and Members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds of trust, notes, bonds, and other instruments on behalf of the Association except where required or permitted to be otherwise signed; shall co-sign all promissory notes.
Vice President
(b) The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties of office as may be required by the Board.
Secretary
(c) The Secretary shall record and keep the minutes of all meetings and proceedings of the Association and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account for the Association and shall submit such books to the Members at the regular annual meeting of the Members; shall prepare an annual budget; prepare reports as may be required; and shall prepare and distribute to the membership any tax returns required to be filed by the Board.
ARTICLE V
Committees
The Board may appoint an Architectural Control Committee. In addition, the Board may appoint other committees as deemed appropriate in carrying out its purposes.
ARTICLE VI
Books and Records - Inspection
Section 1. Books and Records. The Board of Directors shall cause to be maintained at the principal office of the Association complete books of account of the Association.
Section 2. Inspection. Such books of account shall be open to inspection by any Member or the duly appointed holder of a first deed of trust in person or agent during
purposes reasonably related to his interest as such Owner or Member, as applicable is such Owner or Member during reasonable hours, or to his agent or his attorney who such to the Manager or Board of Directors. Such inspection may be made in person, or by agent or by attorney, or by certified public accountant, or other person authorized to perform audits. All of the foregoing shall be at the expense of the person making such inspection. The information obtained from such inspection shall be restricted to the amount of unpaid assessments or other charges by such Member, Owner or former reasonably
Section 2. Budget. The Board of Directors shall hold a meeting before the end of the current fiscal year of the Association at which time it shall adopt a budget for the next fiscal year.
ARTICLE VI
Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association and the State of incorporation and the words, "Seal".
ARTICLE VII
Amendments
✓ Section 1. By-laws. The Board of Directors shall have the power to adopt and to govern the affairs of the Corporation, and to alter, amend or repeal the By-laws or adopt new By-laws subject to power reserved to the members of the corporation to alter, amend or repeal By-laws made by the Board. Such voting in person(s) by proxy at the annual meeting or at any meeting at which such a vote is to be held in person or any meeting called for such purpose. Notice of any notice of any meeting wherein a material amendment to the By-laws is to be voted shall also contain a summary of the changes proposed and/or the proposed changed By-laws requiring the same in writing. A copy of the amendment proposed shall accompany such summary, which said summary shall be set forth in the notice required by the State of Colorado or the Declaration of Condominium for notice of such amendments.
Section 2. Articles of Incorporation. The Articles of Incorporation may be amended by membership consent in any manner provided by law by majority vote either in person or proxy, entitled to vote thereon, at any regular or special meeting of members. Such amendments shall in addition to the foregoing, also shall be approved by a meeting for submission to such vote. Amendments shall also be submitted to vote upon written petition of Members representing not less than ten percent (10%) of the Member voting units entitled. Adoption shall require approval by a vote of a majority in interest of the Members present in person or by proxy at a properly called meeting, which voting units shall equal at least twenty-five percent (25%) of the total voting units, unless a greater percentage is required by law.
Section 3. Conflicts Control. In case of any conflict in provisions of Articles of Incorporation and these By-laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-laws, the Declaration shall control.
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ARTICLE VIII
Nonprofit Corporation
The Association was been incorporated under the Colorado Nonprofit Corporation Act, and it and shall be operated as a nonprofit corporation.
The foregoing By-laws were duly adopted at a meeting of the Board of Directors held on the _______ day of ___________, 200.
________________________
Secretary
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