Pagosa Lakes Property Owners Association: Bylaws

ARTICLE I
PREAMBLE

The Pagosa Lakes Property Owners Association, hereinafter referred to as the Association, shall have as its purposes, goals and objectives:

Improve, protect and enhance the quality of life and environment and preserve property values at Pagosa Lakes.
Promote the general welfare of the members of the Association and inhabitants of the community.
Provide efficient administration and management of the affairs of the Association and delivery of essential community services.
Acquire, own, operate, maintain or dispose of property of all kinds or classifications in the best interests of the Association and its members.
Exercise the powers set forth in its Articles of Incorporation and granted it by law to do whatever is necessary, appropriate or incidental to the accomplishment of its stated purposes, goals, and objects.

ARTICLE II
DEFINITIONS
The following terms as used in these Bylaws are defined as follows:

Association - The Pagosa Lakes Property Owners Association, a Colorado not-for-profit corporation.
Board - The Board of Directors of the Pagosa Lakes Property Owners Association.
Declarant - Means Fairfield Pagosa, Inc. a Delaware corporation, and/or its predecessors, successors and assigns, and no others.
Declarations - Means all of the declarations of restrictions, as supplemented and amended, which have been filed in Archuleta County in connection with the various subdivisions developed by the Declarant, including their associated plats.
Pagosa Lakes - Means the Common Interest Community comprised of all the property deed restricted with the Declarations.
Lot - Means a lot, tract, parcel of land, condominium Unit, townhouse Unit or Time Share Unit within a subdivision which has been subjected to the Declarations.
Owners - Means
1. Any person or legal entity including the Declarant who holds any fee simple title to any Lot;
2. Any person or legal entity who, as a purchaser, has entered into a contract for deed to a Lot, which contract provides that the purchaser obtains possession and the rights and responsibilities of ownership, but that the deed will be delivered to the purchaser only after the purchaser meets certain conditions, such as payment of the full purchase price. In this case, the seller under said contract shall cease to be the Owner while said agreement is in effect.
3. Any person vested with legal title to either an interval estate or a time-span estate as those terms are defined in Colorado Revised Statutes Section 38-33-1 1 0, as amended.
Good Standing - A member of the Association shall be deemed to be in Good Standing if dues owed on any and all Lots have been paid in full and if the member has complied with the Articles of Incorporation, the Declarations, these Bylaws, and the rules and regulations of the Board.
Member - A person or legal entity who shall by virtue of ownership have access to all Association services, amenities and privileges, subject to limitations, restrictions and obligations as provided in these Bylaws and by the Declarations. Owners in a Time Share Unit shall be entitled to use of Association services, amenities and privileges only during the time-share period(s) which they have purchased.
Associate Members - Persons, if not otherwise members, may be associate members subject to such conditions, rules and regulations as the Board may from time to time adopt, provided, however, associate members shall not be entitled to voting privileges.
Regular Vacancy - A vacancy on the Board which results from the expiration of a term of service of any member.
Irregular Vacancy - A vacancy on the Board which results from the removal from office, death, or other inability to serve a full term by any member.
Common Element - Means real estate within Pagosa Lakes owned or leased by the Association, other than a Unit.
Common Interest Community - Means real estate described in the Declarations with respect to which a person, by virtue of such person's ownership of a Unit, is obligated to pay for real estate taxes, insurance premiums, maintenance, or improvement of other real estate described in the Declarations.
Unit - Means a physical portion of the Common Interest Community which is designated for separate ownership or occupancy and the boundaries of which are described in or determined from the Declarations.
Time Share Unit - Means a Unit the title to which is or is to be divided either into interval estates or time-span estates.

ARTICLE III
MEMBERSHIP

SECTION 1.
Membership Classification - There shall be two classes of membership:

Member, and
Associate Member

SECTION 2.
Member - The current owner/s of each Lot, subject to limitation of membership set forth in Article III, Section 6 below, shall, by virtue of ownership, be a member of the Association. If any Declaration does not make membership mandatory, the Owners/s may, by payment of the annual assessment, and by subjecting their lot to the Declaration providing for mandatory membership, elect to join the Association to avail themselves of the services, amenities, and privileges of the Association.

SECTION 3.
Associate Member - The following persons, if not other wise Members, shall be Associate Members:

The spouse and children of a Member who have the same principle residence as the Member.
Persons who are tenants or regular occupants of residences constructed on any residential Lot.
Persons who, by virtue of special written agreement with the Board, or its designee, may be granted permission to use one or more of the facilities, amenities, or properties owned or controlled by the Association.

SECTION 4.
Privileges and Duties of Members -

Members in Good Standing shall have the right of access to recreational facilities owned or operated by the Association. Timeshare owners shall be entitled to use during timeshare period/s which they shall have purchased or leased. The use of Association services, amenities and privileges shall be subject to such rules and regulations, charges and assessments as may be established by the Board from time to time.
Subject to the provisions in Article III, Section 6. Members in Good Standing shall have the right to vote in any and all official Association meetings.
Assessment - Members shall pay to the Association such sum/s as may be established from time to time by the Board as the annual dues assessment. No such charge shall ever be made against or be payable by the Declarant, the Association, or the owner of the utilities serving Pagosa Lakes. Such sum/s shall be payable at such time and for such periods as the Board may direct. All unpaid assessments shall become a lien as provided for in the Declarations and the Colorado Common Interest Ownership Act and shall be collectible in accordance with the collection policies and procedures established by the Board. All Lot assessments shall be prorated between the buyer and seller at the time of sale. Where the Declarant is the seller, only the buyer is prorated. The assessment for Time Share Units may be figured at a higher rate than the assessment for other memberships, but shall not exceed five times the assessment for regular memberships.
All books and records of the Association, except personnel files and attorney - client communication, may be inspected by any Member or his agent or attorney for any proper purpose at any reasonable time.
Members are responsible for keeping the association apprised of their current mailing address.

SECTION 5.
Privileges and Duties of Associate Members -
Associate Members shall have such privileges and duties as from time to time may be established by the Association. They shall have the right to access recreational facilities owned or operated by the Association.

SECTION 6.
Limitation on Membership -

The ownership of one or more Lots shall entitle that ownership to only two votes, no matter how many lots are in that ownership. For each Time Share Unit Interval ( One week) there shall be two votes on behalf of all Owners within such Unit Interval. Such Time Share Unit interval votes shall be counted as one-fiftieth (1/50) of a regular lot owner vote.
The signature of a Time Share Unit Interval Owner in Pagosa Lakes shall be counted as one-fiftieth (1/50) of that of a regular lot Owner for purposes of meeting any petition requirements of these Bylaws, provided that said owner is in good standing and provided further that in no event shall the cumulative total of signatures of Owners in any Time Share Unit Interval be greater than two.

ARTICLE IV
ANNUAL MEETING OR DESIGNATED MEETINGS OF MEMBERS

SECTION 1.
Place of Meetings - Meetings of the members of the Association shall be held within Pagosa Lakes, as stated in the notice of the meeting.

SECTION 2.
Date of Annual Meeting - The date of the annual Association meeting shall be the last Saturday in July, unless it is changed by resolution of the Board.

SECTION 3.
Procedure for Calling a Meeting - Meetings of the Members of the Association shall be held annually and special meetings at other times as the Board may designate. Written notice of the place, date, and hour of the annual or special meeting designating the purpose for which the meeting has been called, shall be delivered not less than 30 days nor more than 60 days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the person/persons entitled to such notice, as their names appear in the records of the Association with postage pre-paid; or, such notice may be published in the newspaper or publication printed under auspices of the Association and distributed generally among its Members.

SECTION 4.
Quorum - A quorum at a meeting of the Association shall be at least 100 voting members. A vote of a majority of the ballots entitled to be cast at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon, unless a greater proportion is required by law or by these Bylaws. In the event a quorum does not exist, the meeting may be adjourned for up to forty-eight (48) hours to obtain a quorum. Should a quorum then fail to be obtained, the meeting shall be rescheduled in accordance with Section 3 above. The ballots of Members who have voted absentee may be counted in arriving at the 100 voting Member quorum, provided no less than 25 Members are in actual attendance.

SECTION 5.
Voting Privileges - A Member in Good Standing shall have the right to vote at any meeting of the Association. Members of the Board shall be elected by the Association at the annual meeting. The privilege to vote shall be based upon one ownership - two votes, and one Time Share Unit interval, two votes, except as described in Article III, Section 6.

SECTION 6.
Absentee Ballot - Any voting Member may vote by an absentee ballot. The official absentee ballot shall only be valid when returned to the Secretary in accordance with the election instructions accompanying the notice and call. Absentee ballots are to be received by the Secretary of the Association or his designee. Notification of official Association elections shall be included with the official absentee ballot.

SECTION 7.
Proxy Voting - Proxy voting is prohibited.

SECTION 8.
Secret Ballot - Official Association elections shall be conducted utilizing such procedures as promulgated by the Secretary so as to assure the secrecy of a Member's vote.

ARTICLE V
BOARD OF DIRECTORS

SECTION 1.
Organization - The Board shall be composed of seven persons to be elected by the Association membership.

SECTION 2.
Qualifications - In order to serve on the Board, a person must:

Be a natural person who is an Owner-Member in Good Standing as defined in Article II and is a resident, either by lease or ownership of a lot, in any of the subdivisions in the area known as Pagosa Lakes, (including those lots not requiring membership in Pagosa Lakes Property Owners Association) but who is a Member by reason of ownership of a Lot, the deed restrictions on which require membership in Pagosa Lakes Property Owners Association; and
Agree to attend all meetings of the Board.

SECTION 3.
Terms of Office - The term of office as a member of the Board shall be three years. No director shall serve more than two consecutive elected terms. Each shall hold office until his successor is determined.

SECTION 4.
Removal from the Board -

The entire Board or any lesser number may be removed with or without cause as provided for in the Colorado Nonprofit Corporation laws (Section 7-128-108, C.R.S., as Amended).
The Board may declare a vacancy prior to the expiration of term of office if a director who was duly elected or appointed fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for illness.

SECTION 5.
The Conduct of Meetings -

Regular Meetings - The Board shall meet regularly at least every month in open session.
Location - Meetings shall be held in a facility located in Pagosa Lakes, but not a private residence.
Quorum - A majority of the Board members shall constitute a quorum.
Robert's Rules of Order shall be adopted for the conduct of Association meetings.
Special Meetings - Special meetings may be called by the President as he deems necessary and must by called by the President at the request of any two Board members. Notice of such meetings must be posted 24 hours in advance.
Exigencies - Any action required or permitted by law at a meeting of the members of the Board may be taken without a meeting if consented to unanimously and entered into the minutes of the next regular or special meeting.
Manner of Acting - The act of a majority of a quorum of the Board shall be the act of the Board.

SECTION 6. The Officers -

Officers - The Officers of the Association shall consist of a President, a Vice-President, a Secretary, a Treasurer and such other officers as may be deemed necessary, each of whom shall be elected from within the Board at the organizational meeting following the annual election, for a term of one year.
President - The President shall preside at all Association Board of Directors meeting, and shall be vested with the powers and duties generally incident to the office of President of a non-profit corporation, except as otherwise determined by the Board or these Bylaws.
Vice-President - In the absence of the President, the Vice-President has the power to act and shall thereupon be vested with the powers and duties of the President.
Secretary - The Secretary shall be responsible for the Minutes of all Association business meetings. The Secretary shall mail or cause to be mailed all notices required under these Bylaws. The Secretary shall have custody of the corporate seal and shall maintain or cause to be maintained an up to date list of Members and their addresses and perform all other duties incident to the office of Secretary. The Secretary shall have the responsibility for the conduct of all Association elections.
Treasurer - The Treasurer shall have responsibility for the funds of the Association, and shall be vested with the powers and duties generally incident to the office of the treasurer of a non-profit corporation, except as otherwise determined by the Board of Directors or these Bylaws.
Remuneration - All officers and directors shall serve without pay except that expenses incurred in the service of the Association may be reimbursed.
Removal of Officers - Any officer of the Association may be removed from office upon majority vote of the full Board sitting in executive session.
Additional Responsibilities - The duties, obligations, authority and responsibilities of all officers may be augmented, detailed or modified from time to time commensurate with the growth of the Association and Pagosa Lakes upon enactment of written policy approved by the Board.

SECTION 7.
Committees - The Board of Directors may establish such standing and ad hoc committees as it deems necessary. All such committees are advisory to the Board of Directors. Chairpersons of committees shall be Members in Good Standing and appointed by the Board of Directors . Chairpersons of committees are responsible for appointing committee members from PLPOA Members in Good Standing. It is desirable that a Director be on each standing committee.

SECTION 8.
Vacancies -
(a) Regular Vacancies - Nominations must be submitted by petition signed by at least twenty-five (25) Members in Good Standing. It must be submitted to the Association office not less than seventy-five (75) days prior to the Annual Meeting. It must be accompanied by a completed official Director candidate application for nomination.

(b) Irregular Vacancies - The Board shall appoint an individual to fill the unexpired term.

(1) The Board shall appoint a Member in Good Standing to serve out the term of the departed director, provided that the term regularly expires at the next annual meeting of the memberships.

(2) If the term thus filled does not regularly expire at the next annual meeting, a special election shall be called to fill the unexpired term of the departed director. This special election shall be held at the annual meeting along with the regularly scheduled election of directors.

(3) If the vacancy occurs within 90 days of the next annual meeting, the special election in Section 8 (b)(20) above shall be held at the following year's annual meeting, unless the vacated term regularly expires at that meeting.

(4) The person appointed in accordance with Section 8(b)(1) above may be a candidate in the special election in the manner set forth in these bylaws for a candidate in regular election.

(5) Election to an abbreviated term in a special election shall not deny that director eligibility to serve two full consecutive terms (ref. Article V, Section 3).

(c) Individuals noted in Section 8 (a) and (b) above shall meet the qualifications noted in Section 2.

ARTICLE VI
BUDGET

SECTION 1.
Formulation of the Budget - A draft budget, prepared by Association staff members, shall be presented to the Board of Directors at the October regular meeting. The Board of Directors shall adopt a final draft of the budget at the December meeting.
(a) Any proposed special assessment in an amount greater than the current annual assessment must be put on a ballot sent to all PLPOA Members in good standing for a vote at an annual meeting. The reason for the special assessment and amounts shall be clearly set forth in the call for the meeting. A majority of votes cast shall constitutes approval of the issue.

SECTION 2.
Formulation of Assessment - The amount of annual assessment shall be reached by dividing the amount of expenditures in the approved budget, less funds from other sources, by the number of Lots as modified by Article III, Section 4, Paragraph (c), excluding those owned by the Declarant. The Board, when formulating the budget, shall estimate the amount necessary to provide an adequate reserve fund for maintenance, repairs, replacement and improvement of Association property, and such amount shall be payable as part of the regular annual dues assessment. The annual budget approved by the Board shall include funds for the payment of premiums for the following insurance policies, which must be carried in the name of the Association as the insured:

Insurance for full replacement cost, less a reasonable deductible, of all insurable Association property.
Fidelity coverage against dishonest acts on the part of directors, managers, trustees,
employees or volunteers responsible for handling funds collected by the Association and held for the benefit of its members in an amount sufficient to cover the maximum anticipated amount of cash on hand or on deposit, including reserves.
Public liability in the minimum amount of $3,000,000; directors and officers errors and omissions liability in the minimum amount of $3,000,000; professional and auto liability in the minimum amount of $1,000,000. The Board of Directors shall have the authority to obtain additional insurance as deemed necessary.

ARTICLE VII
AMENDMENTS

SECTION 1.
Procedures - The Bylaws of the Association may be amended by a two-thirds (2/3) vote of the Members present or voting absentee at a meeting called for such purpose. The procedure for calling a meeting shall be as set forth in Article IV, Section 3. Proposed changes to the Bylaws may be placed on the ballot by one of the following procedures.

The Board may place proposed Bylaw amendment on the ballot by a majority vote. Such proposals may be made by individual Directors or by one or more property owner Association Member(s) for review and approval by the Board. The Board may recommend its adoption by the membership.
Members may propose Bylaw changes to be placed on the ballot by petition signed by 75 Members in Good Standing and submitted to the Board at least 90 days prior to a property owners meeting. Within 5 working days the PLPOA staff will ascertain the validity of 75 signers. Other than inadequate signers, the only reason for Board rejection of such proposals is clear violation of law or the Articles of Incorporation or the Declaration of Restrictions. Rejections must be explained to the initiators and they be given an appeal hearing within 15 days before a panel of 3 PLPOA Members other than Directors; one to be selected by the Board, one to be selected by the initiators and one to be selected by the other 2 members.
The petition shall include a notice that only Members in Good Standing should sign. It must set forth the existing Bylaw, the proposed changed wording and a statement of reasons for proposing the change.
The Board shall place any proposed Bylaw changes on the ballot no later than 60 days prior to a property owners meeting.
Every Article proposed to be changed shall be a separate ballot item.
A Bylaw amendment approved by the membership shall become effective immediately, unless otherwise so provided.

ARTICLE VIII
COMMON INTEREST COMMUNITY PROPERTY

SECTION 1.
Limitation on Capital Expenditure - Unless a majority of the Members in Good Standing voting in an official election vote to approve, no capital improvement or purchase of real property in excess of $100,000 or three percent (3%) of the membership equity, as determined by the most recent financial audit, shall be undertaken by the Association. This limitation does not apply to reserve expenditures.

SECTION 2.
Limitation on Disposition of Property - Unless a majority of the Members in Good Standing voting in an official election vote to approve, the Association shall not be entitled by act or omission to abandon, partition, subdivide, mortgage, encumber, sell or transfer Common Elements having a value in excess of $100,000. The granting of easements for public utilities or leasing for other public purposes consistent with the intended use of Association property shall not be deemed a transfer within the meaning of this clause.
(a) PLPOA assets of any kind, including owned real estate or real estate that is in process of, or under threat of, acquisition by PLPOA for delinquent dues or other reasons, may not be purchased by PLPOA Directors or other volunteers or their immediate families and/or agents until public notice of intent to sell or accept bids for purchase of said asset(s) has been published. At that time, such parties may submit a bid for purchase.

SECTION 3.
Limitation on Method of Fixing Charges - Unless a majority of the Members in Good Standing voting in an official election vote to approve, the Association shall not be entitled to change the method of determining the assessments or dues which may be levied against property owners.

SECTION 4.
In Event of Losses - In the event of any damage to or destruction of Association property, or if any property shall be taken by exercise of eminent domain, such funds as may be received shall be applied first to the repair or replacement of the damaged, destroyed or condemned property. Excess funds, if any, shall next be used for the payment of mortgages or debts incurred in connection with such property; and finally any funds in excess of these requirements shall be used to reduce the dues or assessments against Lots for the following year.

SECTION 5.
Limitation on Management Agreements - Any agreements for professional management of the Association or any Common Element may not exceed three years. Any such agreement must be in writing.

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