The Venture 73 HOA bylaws were approved by a majority vote of the homeowners on July 28, 2006.
Details of the vote and the signed ballots as well as an official copy of the bylaws are available from the Secretary of Venture 73 HOA. Visit the “Contact Us” page for address information on the current officers.
Registration with Park County was on 8-9-2006, at 1:43 PM and was issued reception number 630506. A transcript of the registered bylaws is presented below.
BY Laws
OF
VENTURE 73 OWNERS’ ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is Venture 73 Owners’ Association, hereinafter referred to as “the Association”. The Venture 73 Owners’ Association is a nonprofit corporation. The principal office of the corporation shall be located in Fairplay, Colorado 80440, but meetings of the Members and Directors may be held at such places within the State of Colorado as may be designated by the Board of Directors.
The purpose for which this nonprofit corporation is formed is to administer the water augmentation requirements of the Declaration of Protective Covenants, specifically Items 3, 8, 14 and 15 as the only items surviving the January 1, 1999 expiration of all other Covenants.
All present or future owners of the Lots and their tenants or any other person that might use in any manner the Property are subject to the regulations set forth in these Bylaws. The acquisition of any of such Lots will signify that these Bylaws are accepted, ratified and will be complied with.
ARTICLE II
DEFINITIONS
1.1 All of the terms used in these Bylaws shall have the same meaning as set forth in the original Declaration of Protective Covenants for Venture’73 (“Declaration”) recorded July 30, 1975 in Book 245 at Page 654 (Reception Number 214751) and recorded in the Books and Records of the Clerk and Recorder of Park County Colorado.
1.2 The Association shall comply with all current and future Colorado state statutes as they may apply to the Association.
ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
Every person or entity who is the fee owner of a Lot as designated on the Subdivision Plat of the Venture ’73 Subdivision will automatically become a member of this Association and be subject to these Bylaws. The Owner or Owners of a Lot will share the membership related to said Lot in the same proportionate interest and by the same type of tenancy in which the title to the Lot is held, provided always that there will be only one membership per Lot. Such membership will terminate without any formal Association action whenever such person ceases to own a Lot, but such termination will not relieve or release any such former Owner from any liability or obligation incurred under or in any way connected with this Association during the period of such ownership and membership in the Association, or impair any rights or remedies which the Lot Owners, either through the Board of Directors of the Association or directly, have against such former Owner and member arising out of or in any way connected with ownership and membership. The obligation to pay assessments runs with the land, that is, any unpaid assessment from a previous owner represents an automatic lien on the property and can be collected from the current owner.
Each Lot Will Have One Vote. When more than one person holds the membership, they will appoint one of their co-members as proxy to cast the vote for that membership. Such vote will be cast as the Owners thereof agree, but in no event will more than one (1) vote per question be cast with respect to any one membership. If the co-members cannot agree as to the manner in which their vote should be cast when called upon to vote, then they will be treated as having abstained.
ARTICLE IV
MEETING OF MEMBERS
1.0 Responsible Governing.
(a) The president shall preside over all meetings and is responsible for keep the meeting according to agenda.
(b) Notwithstanding any provision in the Declaration, Bylaws, or other documents in the contrary, all meetings of the Association and Board of Directors are open to every owner of the Association, or to any person designated by a owner in writing as the owner’s representative, and all owners or designated representatives so desired shall be permitted to attend, listen and speak at an appropriate time during the deliberations and proceedings; except that, for regular and special meetings of the Board, owners who are not Board members may not participate in any deliberation or discussion unless so authorized by a majority vote of a quorum of the Board.
(c) The Board may place the reasonable time restriction of five (5) minutes on those persons speaking during the meeting but shall permit an owner or an owner’s designated representative to speak before the Board takes formal action on an item under discussion.
(d) Upon the final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may elect to preserve the attorney-client privilege in any appropriate matter, or it may elect to disclose such information, as it deems appropriate, about such matter in an open meeting.
(e) Upon the request of one or more owners, a vote on any matter affecting the Association on which all other owners are entitled to vote shall be by a secret ballot.
Annual Meetings. The Annual Meeting shall be held once every fiscal year on a date and time as specified by the Board of Directors.
Special Meetings. Special Meetings of the Members may be called at any time by the President or by a majority the Board or upon written request of Members who are entitled to vote twenty percent (20%) of all the votes of the Association.
Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least forty (40) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the Books of the Park County Assessor’s Records or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, items on the agenda and proposed budget. In the case of a special meeting, the purpose of the meeting shall be specified. For the purpose of issuing such notices, the Board may establish a record date for determination of membership in accordance with the laws of Colorado. Electronic mail notification will be utilized using the Association website or e-mail.
Notice and Waiver. Notice of annual and special meetings of the Members must be given in writing and must state the date, hour, and place of the meeting and generally describe the nature of the business to be transacted. In the event that the Members call a special meeting, they shall notify the Secretary in writing of the time, place and purpose of the meeting in sufficient time to permit the Secretary to give notice in accordance with these Bylaws. Written waiver of notice signed by a Member or attendance at a meeting by a Member shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the failure to receive such notice or to defects in the notice.
Quorum. The presence at the meeting of Members entitled to cast, or of Members holding proxies and entitled to cast, twenty percent (20%) of the votes of Members shall constitute a quorum for any action. If, however, such quorum is not present or represented at any meeting, the Members entitled to vote thereat shall have to adjourn the meeting, from time to time, without notice other than announcement at the meeting until a quorum as aforesaid shall be present or be represented.
Proxies. At all meetings of members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary at least twenty-four (24) hours prior to the commencement of the meeting of members at which such proxy is sought to be utilized. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot, and shall also cease upon attendance in person by the Member who previously gave a proxy. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise specifically provided in the proxy.
Majority Vote. At any meeting of members at which a quorum is present, the affirmative vote of Members representing one (1) vote more than fifty percent (50%) of the votes present in person or by proxy and entitled to be voted shall be the act of the Members.
ARTICLE V
BOARD OF DIRECTORS, ELECTION, TERM OF OFFICE
Number. The affairs of this Association shall be managed by a Board of Five (5) Directors and, if desired, one (1) Alternate Director who will all be members of the Association. The Members of the Association will elect the Board of Directors at the Annual Meeting. There may be only one (1) Director per lot.
Terms of Office. The Directors of the Association shall be elected annually by the Members and shall hold office for one (1) year unless he/she shall sooner resign, be removed or otherwise be disqualified to serve.
Removal. Any Director may be removed from the Board, with or without cause, by a sixty-seven (67%) vote of the Members of the Association. In the event of removal of a Director, his successor shall be the Alternate Director or shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Resignations, Vacancies. Any Director may resign at any time by giving written notice to the President or to the Secretary of the Association. Each resignation shall become effective at the time specified therein, and acceptance of the resignation shall not be necessary to make the resignation effective. Any vacancy occurring in the Board owing to resignation or death shall be filled by the Alternate Director or by affirmative vote of a majority of the Directors then in office, even though less than a quorum. A Director so elected to fill a vacancy shall serve until the next annual meeting of members. An appointment is not an option.
Compensation. No Director shall receive compensation for any service including time spent he/she may render to the Association. However, any Director may be reimbursed for his actual and reasonable expenses incurred in the performance of his/her duties.
Election. Election to the Board shall be by secret written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, one (1) vote per lot. The persons receiving the largest number of votes shall be elected. If an Alternate Director is elected, the alternate position shall be designated before the vote is held. Cumulative voting is not permitted. Ballots will be counted by a neutral third party or by an Owner who is not a candidate, who attends the meeting at which the vote is held, is selected at random.
Conflict of Interest. If any contract, decision, or other action taken by or on behalf of the Board of Directors would financially benefit any member of the Board of Directors or any person who is a parent, grandparent, spouse, child, or sibling of a member of the Board of Directors or a parent or spouse of any of those persons, that member of the Board shall declare a conflict of interest for that issue. The Director shall declare the conflict in an open meeting, prior to any discussion or action on that issue. After making such declaration, the member may participate in the discussion but shall not vote on that issue. Any contract entered into in violation of this section is void and unenforceable.
ARTICLE VI
MEETINGS OF DIRECTORS
1.0 Responsible Governing. All Board of Director meetings are to be held in accordance with Article IV, 1.0, a-e.
Initial Board Meeting. There shall be a meeting of the Board of Directors immediately following the Annual Meeting of the Members of the Association if all elected Directors are present at the meeting, but not longer than two (2) weeks following the Annual Meeting.
Regular Meetings. Regular meetings of the Board of Directors shall be held from time to time, as the Board of Directors, by vote, may determine with written notice to the general membership and at such place and hour as may be fixed, from time to time, by resolution of the Board.
Special Meetings. Special meetings of the Board shall be held when called by the President of the Association, or by any two (2) Directors, after not less than seventy-two (72) hours notice to each Director.
Meetings by Telephone. The Directors may hold special meetings via a telephone conference call, and any action taken by the Board at such a telephone conference call meeting shall have the same force and effect as such action taken at a meeting at which a quorum of the Board was physically present. Any actions taken will be included in the minutes of the next meeting.
Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Any actions taken will be included in the minutes of the next meeting.
Quorum. The presence, in person or by proxy, at all meetings of the Board of three (3) of the Directors shall constitute a quorum. No action may be passed by the Board without an affirmative vote of at least three (3) Directors. If, however, such quorum shall not be present or represented at any meeting, the Director entitled to vote thereat shall have to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.
Waiver of Notice. Before, at, or after any meeting of the Board of Directors, any Director may waive in writing notice of such meeting and such waiver shall be deemed equivalent to the giving and receipt of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him, except when a Director attends the meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors is a fiduciary for the Association members, and shall have higher standards of openness, integrity, and competence that those applicable to the average person.
Powers. The Board of Directors shall have power to:
(a) exercise for the Association all powers, duties and authority vested in or delegated to this Association by these Bylaws, the Articles, the Declaration and not reserved to the membership by other provisions or said documents or the law;
(b) declare the office of a Director to be vacant in the event such Director has been absent from three (3) consecutive meetings of the Board;
(c) employ independent contractors and prescribe their duties; and
(d) designate a financial institution in which the monies of the Association will be deposited.
Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the Annual Meeting of the Members, or at any special meeting when such statement is requested in writing by twenty percent (20) of the Members who are entitled to vote;
(b) supervise all officers, agents, managers and contractors of this Association and anyone providing a service to the Association, and to see that their duties are property performed. If such duties are not performed, contracts can be terminated without penalty to the Association.
(c) fix the amount of the annual assessments or special assessments and prepare a roster of the lots and the assessments applicable thereto;
(d) send written notice of each assessment to every owner subject there at least thirty (30) days in advance of each annual assessment period;
(e) determine whether bonds should be required of contractors and set the amount of such bonds;
(f) file and enforce the proper lien procedure against any property for which assessments are not paid within sixty (60) days after due date;
(g) cause timely removal of a lien when the owner pays in full, with costs;
(h) issue, or cause the Treasurer to issue, upon demand by any owner, first mortgagee of a lot, prospective owner, or prospective first mortgagee, a receipt setting forth whether or not any assessment has been paid; such certificate shall be conclusive evidence of such payment;
(i) monitor new county or state laws as pertaining to management of the Association and water augmentation;
(j) cause all officers having fiscal responsibilities to be bonded as it may deem appropriate;
(k) ensure compliance with the terms and conditions of that certain decree issued by the District Court in and for Water Division No. 1, State of Colorado, Case No. W-7785 (74);
(l) ensure compliance with the terms and conditions of Sections 3, 8, 14 and 15 of the original Declaration;
(m) prepare the annual budget and financial review;
(n) cause the timely payment of the annual and/or special assessments for water augmentation to be made to the Lower Sacramento Creek Reservoir Company;
(o) cause the books and records of the Association to be subject to a review, using statements on standards for accounting and review services, at least once every two (2) years by a person selected by the Board. Such person need not be a certified public accountant and shall make public copies of the review upon request to any Owner beginning no later than thirty (30) days after its completion; and
(p) disclose annually to Owners identifying the Board of Directors and Officers of the Association, its managers or management company, when applicable, and the valid physical addresses and phone numbers of all.
ARTICLE VIIIOFFICERS AND THEIR DUTIES
Enumerating of Officers. The officers of this Association shall be a president, a vice president, a secretary and a treasurer. All officers shall be a duly elected Director.
Election of Officers. The election of officers shall take place at the Annual Meeting of the Members.
Term. The officers of this Association shall be elected annually by the Members and each shall hold office for one (1) year unless he shall sooner resign, be removed, or otherwise be disqualified to serve.
Resignation and Removal. Any officer may be removed from office with or without cause by the Members by a sixty-seven percent (67%) vote. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. Such resignation shall take effect on the date of receipt or such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Vacancies. A vacancy in any office will first be filled by the Alternate Director or by appointment by the Board. Any Member appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.
Multiple Offices. A person may not hold more than one (1) office simultaneously.
Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the Board and of the Members; shall have all of the general powers and duties which are incident to the office of president of a nonprofit corporation organized under the laws of the State of Colorado, including but not limited to the power to appoint committees from among the Lot Owners from time to time as the president may decide is appropriate to assist in the conduct of the affairs of the Association. The president will see that orders and resolutions of the Board are carried out; and file liens against delinquent lot owners.
(b) Vice President. The vice president shall take the place of the president and perform the president’s duties whenever the president is absent or unable to act. The vice president shall also perform other duties imposed by the Board of Directors or by the president. The vice president will attend or specify his replacement at the meetings of the Lower Sacramento Reservoir and report to the Board of Directors and to the membership at the Annual Meeting the minutes of those meetings and their ramifications to the Association. In addition, the vice president shall report annually to the Lower Sacramento Reservoir Company the number of residences then constructed and available for occupancy.
(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve proper notice of meetings of the Board and of the Members; keep appropriate current records showing the members of the Association together with their addresses, shall cause all communication with Members to be prepared and mailed in a timely manner and have charge of the postal box; and shall perform such other duties as required by the Board. The Secretary shall prepare all non-financial documents as required by Colorado State Statues.
(d) Treasurer. 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; shall sign all checks along with one other Director; keep proper books of account; shall prepare an annual budget and a statement of income and expenditures to be presented to the Membership at its regular annual meeting, and deliver a copy of each to the members; and prepare annual assessments and send to current lot owners thirty (30) days prior to the due date. If a Lot Owner is delinquent, the Treasurer shall send out a second notice to the Lot Owner fourteen (14) days after the due date. He/she shall then prepare, certify and execute statements of unpaid assessments and notify the president when assessments are delinquent. He/she shall perform all other duties incident to the office of treasurer, and upon request of the Board, shall post a bond satisfactory to the Board conditioned upon faithful performance of his/her duties. The Association shall pay the cost of such bond. The Treasurer shall prepare all financial documents as required by Colorado State Statues.
(e) Alternate Director. An alternate director shall have the right to be notified of and to attend all meetings of the Board of Directors. He/she shall have no vote on the Board of Directors unless elected to fill a vacancy by a majority vote of the Board of Directors.
Delegation of Powers. In case of absence of any officer of the Association or for any other reasons that may seem sufficient to the Board of Directors, the Board may delegate the absent officer’s duties and powers for the time being to any other officer or any Director.
ARTICLE IX
ASSESSMENTS
Assessments. All Owners will be obligated to pay the estimated common expense assessments imposed by the Board of Directors of the Association to meet the common expenses.
Amount of Assessment. The amount of the yearly assessment will be set by the Board of Directors to cover the water augmentation costs and nominal operating expenses. Should the Board determine that the Association would incur extraordinary expenses; the Board may levy assessment in excess of the aforementioned assessments. The main reason for an extraordinary assessment would be a water issue affecting all Lots.
Lien. As provided in these Bylaws, each purchaser of any Lot agrees to pay all fees as assessed by the Association. All sums assessed by the Association but unpaid, together with interest from the date of delinquency at the rate of twelve percent (12%) per year and costs of collection, shall be a charge upon the land and shall be a perpetual and continuing lien upon the property against which each such assessment is made. If such assessment is not paid within sixty (60) days after the day it is due, the Board may file a state of lien against the delinquent Lot’s deed with the Clerk and Recorder in Park County, Colorado. At the Board’s discretion, it may seek restitution through an action in small claims court prior to filing a lien against the delinquent Lot’s deed. The Lot Owner will be notified by certified mail prior to such an action.
Lien Statement. The Association may through its Board of Directors, file to record a statement of lien for all assessments unpaid sixty (60) days after the delinquency date. The Board will notify a Lot Owner of a lien applied, by certified mail, and with the reason and amount of the lien.
Lien Removal. The Association through its Board of Directors will cause the timely removal of a lien when the owner pays in full, with costs.
ARTICLE X
INDEMNIFICATION
The Association shall indemnify every Director, Officer and members of a Committee and his or her heirs, executors and administrators against all loss, costs and expenses, including counsel fees, reasonably incurred in connection with any action, suit or proceedings to which such person may be made a party by reason of being or having been an Association Director, Officer, or members of a Committee, except as to matters for which such person shall be finally adjudged in such action, suit or proceedings to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement where the Association is advised by legal counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as a Director, Officer or member of a Committee. The foregoing rights shall not be exclusive of other rights to which such persons may be entitled. All liability, loss, damage, costs and expenses incurred, if suffered by the Association by reason of, or arising out of, or in connection with the foregoing indemnification provisions, shall be treated and handled by the Association as a common expense.
ARTICLE XI
BOOKS AND RECORDS
Books and Records. The books, records and papers of the Association shall, at all times, during reasonable business hours and after reasonable notice, be subject to inspection by any Member.
Records to be Kept. The Association shall keep the following records:
(a) An accurate account for each Lot, which shall designate the name and address of each Lot Owner and the votes each Lot Owner is entitled to vote, the amount of each common expense assessment, the dates on which each assessment comes due, the amounts paid on the account and the balance due;
(b) The current operating budget adopted;
(c) Financial reviews;
(d) A list of the names and business or home addresses of the current directors and officers of the Association and its managers and management companies, if applicable;
(e) All written communications within the past three (3) years to Lot Owners;
(f) A record of Directors’ and Officers’ insurance coverage provided for the benefit of Members and/or the Board of Directors;
(g) Annual income and expenditures statements, balance sheets and other records required by law;
(h) Permanent minutes of proceedings of Members, Directors, a record of all actions taken by Lot Owners and the Board of Directors by written ballot or written consent in lieu of a meeting, and all waivers of notice;
(i) A copy of the most current versions of the Bylaws, Articles, and Declaration must be made reasonably available for examination and copying by any Owner by contacting the Association Secretary. Reasonably available means available during business hours, upon notice of five (5) business days, where copies may be purchased at a reasonable cost. The Association cannot deny such access to any Owner; and
(j) Provide or cause to be provided, education to Owners at no cost, annually as to the general operation of the Association and the rights and responsibilities of the owners. This may be provided on the Association website.
ARTICLE XII
AMENDMENTS TO BYLAWS
1.1 These bylaws may be amended or repealed and replaced with bylaws from time to time by the affirmative vote of a majority of the Lot Owners (represented in person or by proxy) at an Annual or Special Meeting, provided that the notice of such meeting states that such amendment, repeal or adoption is to be considered.
1.2 These amendments need to be presented to the Board in writing, debated and approved by the Board prior to being put to vote before the membership.
ARTICLE XIII
FISCAL YEAR
The fiscal year for the Association shall be from July 1 to June 30.
ARTICLE XIV
WATER RIGHTS
The Declaration states that no amendment to Sections 3, 8, 14 and 15 of the Declaration shall be made to conditions, restrictions and stipulations relative to water use in the subdivision without like modification of court decree in Water Court W-7785 (74). These Sections are listed here for reference only and were transcribed from the Declaration as recorded July 30, 1975 in Book 245 at Page 654 (Reception Number 214751) and recorded in the Books and Records of the Clerk and Recorder of Park County, Colorado.
Section 3. Each lot in the subdivision shall be used only for residential purposes. Only single family residences and related outbuildings may be built on a lot. No mobile home, camper, trailer or other living unit designed to be transported on wheels shall be located on any lot unless otherwise approved by the Membership in writing in advance.
Section 8. No animals livestock or poultry (except dogs, cats and other pets for household enjoyment and not for commercial purposes) shall be kept, raised or bred in the subdivision.
Section 14. Sewage disposal systems shall be limited to non-evapotranspiration systems; which are systems that do not wholly or primarily utilize liquid evaporation or transpiration by vegetation as a means of effluent disposal. Any effluent discharge pipes shall be a minimum of three feet below ground surface.
Section 15. Water from individual wells shall be for household use only and shall not be used for irrigation or any other outdoor purposes. The return flow from the use of individual wells must be returned to the same stream system in which the well is located.
The foregoing Bylaws are a true copy of the Bylaws as adopted by the Membership on the ____ day of______________________________, 2006.