BYLAWS
OF
CAMBRIDGE FARM ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is Cambridge Farm Association, hereinafter referred to as the "Association". The principal office of the corporation shall be located at One Broadway Plaza, Building B, Suite 210, Denver, CO 80203, but meetings of the Members and Board Members may be held at such places within the State of Colorado, as may be designated by the Executive Board.
ARTICLE II
DEFINITIONS
Section 1. "Association" shall mean and refer to Cambridge Farm Association, its successors and assigns.
Section 2. "Properties" shall mean and refer to that certain real property described in and subject to the Declaration of Covenants, Conditions and Restrictions.
Section 3. "Lot" shall mean and refer to any plot of land shown upon the recorded Official Development Plan ("ODP") of the Properties.
Section 4. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Properties, including contract purchasers, but excluding those having an interest merely as security for the performance of an obligation.
'Section 5. "Declarant" shall mean and refer to Standley Lake East Limited Liability Company, its successors and assigns.
Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions and corresponding ODP applicable to the Properties recorded in the office of the Clerk and Recorder of Jefferson County, Colorado.
Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation.
Section 8. "Colorado Common Interest Ownership Act" shall mean and refer to §38‑33.3‑101, 16A, C.R.S. (1982), et seq., as hereafter amended.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the third Tuesday of January of each year thereafter, at a time and place to be set by the Executive Board.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Executive Board, or upon written request of the Members who are entitled to vote one‑fourth (1/4) of all the votes of the membership.
Section 3. 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 10 days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, 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 and, in the case of a special meeting, the purpose of the meeting. Notices need not be sent to more than four Members for each Lot. If more than four Members are Owners of one Lot, they shall designate up to four Members to receive notice.
Section 4. Quorum. The presence at the meeting of the Members entitled to cast, one fourth (1/4) of the votes of the membership shall constitute a quorum for any action except as otherwise provided by the Articles of Incorporation, the Declaration or these By‑Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power 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.
Section 5. 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. Every proxy shall be revocable and shall automatically cease upon reconveyance by the Member of his Lot.
ARTICLE IV
EXECUTIVE BOARD
Section 1. Number. The affairs of this Association shall be managed by an Executive Board. At such time as Standley Lake East Limited Liability Company no longer owns 50% or more of the Lots, the Owners shall elect an Executive Board, a majority of whom must be Owners other than Standley Lake East Limited Liability Company, or designated representatives of the Owners other than Standley Lake East Limited Liability Company. The number of directors constituting the initial board of directors shall be two (2). The executive board members and officers shall take office upon termination of the period of declarant control.
Section 2. Term of Office. At the first annual meeting, the Members shall elect two (2) directors for a term of one year; and at each annual meeting thereafter the Members shall elect two (2) Board Members for a term of one year.
Section 3. Removal. Any Board Member may be removed from the Executive Board f with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a Board Member, his successor shall be selected by the remaining Board Members and serve for the unexpired term of his predecessor.
Section 4. Compensation. No Board Member shall receive compensation for any service he may render to the Association as a member of the Board. However, any Board Member may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The Board Members shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the approval of all the Board Members. Any action so approved shall be formally recorded in the minutes of the next meeting of the Executive Board.
ARTICLE V
ELECTION OF BOARD MEMBERS
Section 1. Election. Election to the Executive Board shall be by secret written ballot. At such election, Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VI
MEETINGS OF BOARD MEMBERS
Section 1. Regular Meetings. Regular meetings of the Executive Board shall be held at such times as may be set by the Executive Board with notice.
Section 2. Special Meetings. Special meetings of the Executive Board shall be held when called by the president of the Association, or by any two Board Members, after not less than three (3) days notice to each Board Member.
Section 3. Quorum. A majority of the number of Board Members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Board Members present at a duly held meeting at which a quorum is present shall be regarded as an act of the Executive Board.
ARTICLE VII
POWERS AND DUTIES OF THE EXECUTIVE BOARD
Section 1. Powers. The Executive Board shall have power to:
(a) 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 these Bylaws, the Articles of Incorporation, or the Declaration;
(b) Declare the office of a Member of the Executive Board to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Executive Board; and
(c) Employ a manager, independent contractor, or other such employees as they deem necessary, and to prescribe their duties. If the Executive Board delegates powers relating to collection, deposit, transfer or disbursement of Association funds, the person or entity to whom such power is delegated shall:
(i) Maintain fidelity insurance coverage or a bond in an amount not less than fifty thousand dollars or such higher amount as the Executive Board may require;
(ii) Maintain all funds and accounts of the Association
separate from the funds and accounts of other associations managed by such person or entity and maintain all reserve accounts of each association so managed separate from operational accounts of the Association;
(iii) Provide an annual accounting for Association funds and a financial statement.
Section 2. Duties. It shall be the duty of the Executive Board 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 as otherwise required by law;
(b) Supervise all officers, agents and employees of this
Association, and see that their duties are properly performed;
(c) As more fully provided in the Declaration to:
(i) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;
(ii) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(iii) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring action at law against the Owner personally obligated to pay the same.
(d) Issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment.
(e) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
(f) Maintain the common areas.
(g) Perform all duties and functions required of it by the Colorado Common Interest Ownership Act.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices ‑ The officers of this Association shall be a president and vice‑present, who shall at all times be members of the Executive Board, a secretary, a treasurer and other such officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Executive Board following each annual meeting of the Members.
Section 3. Term. The officers of this Association shall be elected annually by the Executive Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed or otherwise disqualified to serve.
Section 4. Special Appointments. The Executive Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Executive Board. 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 of 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.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Executive Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. Up to two offices may be held by the same person simultaneously; provided, the offices of president and secretary may not be held by the same person.
Section 8. Amendments to Declaration. Upon proper adoption by the Association, the president may prepare, execute, certify and record amendments to the Declaration on behalf of the Association.
Section 9. Duties. The duties of the officers are as follows:
President
(a) The president shall preside at all meetings of the Executive Board; shall see that orders and resolutions of the Executive Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall cosign checks and promissory notes.
Vice President
(b) The vice president shall act in the place of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Executive Board 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 Executive Board and of the Members; keep appropriate current records showing Members of the Association together with their addresses, and shall perform other duties as required by the Executive 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 the resolution of the Executive Board; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual report of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures all as more fully set forth in the Colorado Common Interest Ownership Act.
ARTICLE IX
COMMITTEES
The Executive Board shall appoint an Architectural Advisory Committee, as provided in the Declaration. In addition, the Executive Board shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by a Member. The Declaration, the Articles of Incorporation and the By‑laws of the Association shall be available for inspection by any Member at the principal of f ice of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum, and the Association may bring action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, in which case, interest, costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: Cambridge Farm Association, with the word "SEAL" in the center.
ARTICLE XIII
AMENDMENTS
Section 1. These By‑Laws may be amended, at a regular or special meeting of the Members, by a vote of the majority of a quorum of Members present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these By‑Laws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the day of incorporation.
These By‑Laws adopted this 25 day of April, 1995, at a regularly called meeting of the Executive Board of Cambridge Farm Association.