HomeMy WebLinkAbout20041986.tiff ARTICLES OF
INCORPORATION
FOR
CATTAIL CREEK
OWNERS ASSOCIATION, INC.
2004-1986
TABLE OF CONTENTS
ARTICLE I
Name
ARTICLE II
Registered Office and Agent
ARTICLE III
Principal Office 1
ARTICLE IV
Voting Members 1
ARTICLE V
Purpose, Activities and Definitions 2
ARTICLE VI
No Private Benefit 2
ARTICLE VII
Powers 2
ARTICLE VIII
Distribution of Assets Upon Dissolution 3
ARTICLE IX
Executive Board 4
ARTICLE X
Conveyances and Encumbrances 4
ARTICLE XI
Amendments 4
ARTICLE XII
Project Manager 5
ARTICLE XIII
Indemnification 5
ARTICLE XIV
Personal Liability of Executive Board 7
ARTICLE XV
Nonprofit 7
ARTICLE XVI
Incorporator 7
ARTICLE XVII
Contact Information 7
r
ii
ARTICLES OF INCORPORATION
OF
CATTAIL CREEK
HOMEOWNERS ASSOCIATION, INC.
(A Nonprofit Corporation)
Pursuant to §7-122-102 and Part 3 of Article 90 of Title 7, Colorado Revised Statutes
(C.R.S.), these Articles of Incorporation are delivered to the Secretary of State of the State of
Colorado for filing.
ARTICLE I
Name
The name of the corporation shall be Cattail Creek Owners Association, Inc.
ARTICLE II
Registered Office and Agent
The street address of the initial registered office of the corporation is 33681 Weld County
Road 13, Windsor, Colorado 80550. The name of the initial registered agent of the corporation at
such address is David Heldt. Either the registered office or the registered agent may be changed in
the manner provided by law.
ARTICLE III
Principal Office
The address of the initial principal office of the corporation is 33681 Weld County Road 13,
Windsor, Colorado 80550.
ARTICLE IV
Voting Members
The corporation shall have voting members. The qualifications and rights of the members
shall be as set forth in the Declaration and Bylaws.
Page 1 of 7
ARTICLE V
Purpose,Activities and Definitions
The corporation is organized exclusively for the purpose of constituting the Association to
which reference is made in the Declaration of Covenants,Conditions and Restrictions for Cattail
Creek, and any modifications thereto(ADeclaration@),to be recorded in the records of the Clerk and
Recorder of Weld County, Colorado, and to perform all obligations and duties of the Association and
to exercise all rights and powers of the Association. The corporation will not engage in any regular
business ordinarily carried on for profit.
Activities of the corporation shall be to provide an entity for the furtherance of the interests of
all the owners,including the Declarant named in the Declaration for Cattail Creek,with the objective
of establishing and maintaining it as a prime project of the highest possible quality and value, and
enhancing and protecting its value, desirability and attractiveness.
Terms used in these articles are defined by the Declaration for Cattail Creek, and any
modifications thereto, to be recorded in the records of the Clerk and Recorder of Weld County,
Colorado.
In furtherance of the purpose and activity set forth in this Article V,the corporation shall have
and may exercise all of the rights, powers, and privileges now or hereafter conferred upon
corporations organized under and pursuant to the Colorado Revised Nonprofit Corporation Act.
ARTICLE VI
No Private Benefit
No part of the net earnings of the corporation shall inure to the benefit of or be distributable
to the directors, members,managers, or officers of the corporation, or other private persons, except
that the corporation shall be authorized and empowered to pay reasonable compensation for services
rendered to it and to make payments and distributions in furtherance of the purposes set forth in
Article V hereof.
ARTICLE VII
Powers
In furtherance of its purposes, the corporation shall have all of the powers conferred upon
Colorado corporations not for profit in effect from time to time,including all of the powers necessary
or desirable to perform the obligations and duties, and to exercise the rights and powers of the
corporation under the Declaration which will include, but shall not be limited to, the following:
Page 2 of 7
1. To make and to collect assessments against members of the Association for the
purposes of payment of the common expenses (including the expenses incurred in
exercising its powers or performing its functions);
2. To manage, control, operate, maintain, repair, improve and enlarge the common
elements;
3. To enforce the terms, covenants, restrictions, conditions, uses, limitations and
obligations set forth under the Declaration and Bylaws, and to make and enforce rules
as provided therein;
4. To engage in activities which will actively foster,promote and advance the interests of
all the owners of Units,including the interests of the Declarant during development of
the project and his ownership of any Unit(s);
5. To hire a Project Manager, if one is needed, who shall exercise those duties and
powers granted to him by the Executive Board,but not those powers which the Board
by law may not delegate.
ARTICLE VIII
Distribution of Assets Upon Dissolution
Upon dissolution of the corporation,the Executive Board shall provide for the distribution of
all assets and liabilities of the corporation in the following manner:
1. MI liabilities and obligations of the corporation shall be paid and discharged, or
adequate provisions shall be made therefor.
2. Assets held by the corporation on condition requiring return,transfer, or conveyance,
which condition occurs by reason of the dissolution, shall be returned,transferred,or
conveyed in accordance with such requirement.
3. Assets received and held by the corporation, subject to limitations permitting their use
only for charitable, religious, benevolent, educational, or similar purposes, but not
held upon a condition requiring return, transfer, or conveyance by reason of the
dissolution shall be transferred or conveyed to one or more domestic or foreign
corporations, societies, or organizations engaged in activities similar to those of this
corporation, in accordance with a plan of distribution adopted pursuant to the
Colorado Revised Nonprofit Corporation Act which is not inconsistent with these
Articles of Incorporation.
Page 3 of 7
4. Assets received and held by the corporation not subject to liabilities, conditions or use
limitations, as specified in paragraphs 1, 2 and 3 above, shall be distributed to the
Owners of Units pro rata according to their ownership interests.
5. Any remaining assets may be distributed to such persons, societies, organizations,
governmental entities, political subdivisions, or domestic or foreign corporations,
whether for profit or nonprofit, as may be specified in a plan of distribution adopted
pursuant to the Colorado Revised Nonprofit Corporation Act and which is not
inconsistent with these Articles of Incorporation.
ARTICLE IX
Executive Board
The number of directors of the corporation shall be fixed by the Bylaws;or,if the Bylaws fail
to fix such number,then by resolution adopted by the Executive Board. The initial Executive Board
of the corporation shall consist of one(1)director,and the name and address of the person who shall
serve as the Executive Board until the first annual meeting of the members, or until a successor is
elected and qualified, is as follows:
Name Address
David Heldt 33681 Weld County Road 13, Windsor, CO 80550
Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the
Bylaws.
ARTICLE X
Conveyances and Encumbrances
Conveyances or encumbrances of corporate property shall be by an instrument executed by
the President or the Vice President and by the Secretary/Treasurer,or executed by such other person
or persons to whom such authority may be delegated by the Board.
ARTICLE XI
Amendments
Amendments to these Articles of Incorporation shall be adopted, if at all, in the manner set
forth in the Declaration and the Bylaws;provided, however,that no amendment to these Articles of
Incorporation shall be contrary to or inconsistent with the provisions of the Declaration.
Page 4 of 7
ARTICLE XII
Project Manager
The Association may obtain and pay for the services of a person,persons or entity as Project
Manager to administer and manage its affairs and be responsible for the operation, maintenance,
repair and improvement of the common elements and all of the exterior portions of the improvements
and to keep the same in good, attractive and sanitary condition, order and repair.
ARTICLE XIII
Indemnification
1. The corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened,pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative(other than an action by or in
the right of the corporation), by reason of the fact that he is or was a director,
manager,officer,project manager,employee,fiduciary or agent of the corporation or
is or was serving at the request of the corporation as a director, manager, project
manager, officer, employee, fiduciary or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding,had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or proceeding, had reasonable
cause to believe his conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, manager, officer,project manager, employee, fiduciary or agent
of the corporation or is or was serving at the request of the corporation as a director,
manager, project manager, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys fees)actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in the best interests of the corporation; but no
indemnification shall be made in respect of any claim, issue, or matter as to which
such person has been adjudged to be liable for negligence or misconduct in the
Page 5 of 7
performance of his duty to the corporation unless and only to the extent that the court
in which such action or suit was brought determines upon application that,despite the
adjudication of liability, but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which such court
deems proper.
3. To the extent that a director, manager, officer, project manager, employee, fiduciary
or agent of a corporation has been successful on the merits in defense of any action,
suit, or proceeding referred to in paragraphs 1 or 2 of this Article or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses (including
attorneys fees)actually and reasonably incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 or 2 of this Article (unless ordered by a
court) and as distinguished from paragraph 3 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director,manager, officer,project manager,employee,fiduciary
or agent is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs 1 or 2 above. Such determination shall be made
pursuant to C.R.S. §7-129-106 as currently enacted or subsequently amended.
5. Expenses, including attorneys fees, incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the corporation to the director, manager, officer,
project manager, employee, fiduciary or agent in advance of the final disposition of
such action, suit, or proceeding as authorized in paragraphs 3 or 4 of this Article
pursuant to C.R.S. §7-129-104 as currently enacted or subsequently amended.
6. The indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any bylaw, agreement,
vote of members or disinterested managers, or otherwise,and any procedure provided
for by any of the foregoing,both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, manager, officer, project manager, employee, fiduciary or
agent and shall inure to the benefit of heirs, executors, and administrators of such a
person.
7. The corporation may purchase and maintain insurance on behalf of any person who is
or was a director, manager, officer,project manager,employee,fiduciary or agent of
the corporation or who is or was serving at the request of the corporation as a
director, manager, officer, project manager, employee, fiduciary or agent of another
corporation, partnership,joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of his
status as such,whether or not the corporation would have the power to indemnify him
against such liability under provisions of this Article.
Page 6 of 7
ARTICLE XIV
Personal Liability of Executive Board
The personal liability of a director to the corporation or its members for monetary damages
for breach of fiduciary duty is eliminated; except that this shall not eliminate or limit the liability of a
director to the corporation or its members for monetary damages for(a)any breach of the director=s
duty of loyalty to the corporation or its members; (b) acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law;(c)acts specified in C.R.S. §7-128-
403 or C.R.S. §7-128-501; or (d) any transaction from which the director derived an improper
personal benefit.
ARTICLE XV
Nonprofit
This corporation is one which does not contemplate pecuniary gain or profit to the members
thereof and is organized for nonprofit purposes.
ARTICLE XVI
Incorporator
The name and address of the incorporator is David Heldt, 33681 Weld County Road 13,
Windsor, CO 80550.
ARTICLE XVII
Contact Information
The name and mailing address of the individual who caused this document to be delivered for
filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is:
Michael D. Stewart, Esq., Otis, Coan & Stewart, LLC, 1812 56th Avenue, Greeley, Colorado
80634.
Causing a document to be delivered to the Secretary of State for filing shall constitute the affirmation
or acknowledgment of each individual causing such delivery, under penalties of perjury, that the
document is the individual's act and deed or the act and deed of the entity on whose behalf the
individual is causing the document to be delivered for filing and that the facts stated in the document
are true.
Page 7 of 7
BYLAWS
OF
CATTAIL CREEK
OWNERS ASSOCIATION, INC.
TABLE OF CONTENTS
INTRODUCTION 1
ARTICLE 1 - NAME 1
ARTICLE 2- EXECUTIVE BOARD 1
2.1 Number and Qualification 1
2.2 Powers and Duties 1
2.3 Standard of Care 3
2.4 Term of Office 3
2.5 Election of Directors 3
2.6 Removal of Directors 3
2.7 Vacancies 4
2.8 Organizational and Regular Meetings 4
2.9 Special Meetings 4
2.10 Location of Meetings 4
2.11 Waiver of Notice 4
2.12 Quorum of Directors 5
2.13 Compensation 5
2.14 Consent to Corporate Action 5
2.15 Types of Communication in Lieu of Attendance 5
2.16 Non-Waiver 5
ARTICLE 3- OWNERS 6
3.1 Annual Meeting 6
3.2 Special Meetings 6
3.3 Place of Meetings 6
3.4 Notice of Meetings 6
3.5 Waiver of Notice 6
3.6 Adjournment of Meeting 6
3.7 Order of Business 6
3.8 Voting 7
3.9 Quorum 7
3.10 Majority Vote 7
3.11 Voting by Mail 7
ARTICLE 4- OFFICERS 8
4.1 Designation 8
4.2 Election of Officers 8
4.3 Removal of Officers 8
4.4 President 8
4.5 Vice President. 8
4.6 Secretary 8
4.7 Treasurer 8
4.8 Agreements, Contracts, Deeds, Checks, Etc 9
4.9 Compensation 9
4.10 Statements of Unpaid Assessments 9
4.11 Fidelity Bonds 9
4.12 Other Duties and Powers 9
ARTICLE 5 - REMEDIES FOR VIOLATIONS 10
5.1 Enforcement 10
5.2 Abatement and Enjoinment of Violations by Owners 10
5.3 Fines for Violation 10
5.4 Assessments 10
ARTICLE 6 - BOOKS AND RECORDS 10
6.1 Examination 10
6.2 Records 10
ARTICLE 7- MISCELLANEOUS 12
7.1 Notices 12
7.2 Fiscal Year 12
7.3 Waiver 12
7.4 Office 12
7.5 Right of Access 12
7.6 Invalidity 12
7.7 Amendments 12
7.8 Exculpability of Board and Officers 12
7.9 Conflict 12
ri
BYLAWS
OF
CATTAIL CREEK
OWNERS ASSOCIATION, INC.
INTRODUCTION
These are the Bylaws of Cattail Creek Owners Association, Inc. Capitalized terms are
defined in the Declaration.
1 NAME
The name of the corporation is Cattail Creek Owners Association,Inc.,hereinafter referred
to as the"Association."
2 EXECUTIVE BOARD
2.1 Number and Qualification. The affairs of the Association shall be governed by an
Executive Board which, until the termination of the period of Declarant control, shall consist of not
less than one (1) person. Following the date of termination of Declarant control, the majority of
Directors shall be Owners and the number of Directors shall be within a range of no less than three
(3)or more than seven(7). The specific number of Directors shall be fixed from time to time by the
Executive Board. However, no decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director. If any Unit is owned by a partnership, limited liability
company, or corporation,any officer,partner, manager,or employee of that Owner shall be eligible to
serve as a Director and shall be deemed to be an Owner for the purposes of the preceding sentence.
Directors shall be elected by the Owners, except for those appointed by Declarant. At any meeting at
which Directors are to be elected, the Owners may by resolution adopt specific procedures that are
not inconsistent with these Bylaws or the Corporation Laws of the State of Colorado for conducting
elections.
2.2 Powers and Duties. The Executive Board may act in all instances on behalf of the
Association, except as provided in the Declaration, these Bylaws or the Colorado Common
Ownership Act(the"Act"). The Executive Board shall have, subject to the limitations contained in
the Declaration and the Act, the powers and duties necessary for the administration of the affairs of
the Association,which shall include the powers and duties set forth in C.R.S. §38-33.3-302(1)and in
the Declaration, and shall specifically include:
2.2.1 Owner Relations. Maintain businesslike relations with Owners or occupants.
1
2.2.2 Interpretation. The powers herein granted or necessarily implied shall be
construed to favor the broadest discretion of the Executive Board, except that the Executive
Board shall have the duty to exercise all of such powers as required by law.
2.2.3 Fiscal Responsibility. The Executive Board shall be governed by the
following with respect to its fiscal duties and responsibilities:
2.2.3.1 Bank Accounts. The depository of the Association shall be such bank
or banks as shall be designated from time to time by the Executive Board and in which
the monies of the Association shall be deposited. Withdrawals of monies from such
accounts shall be only by checks signed by such persons as are authorized by the
Executive Board, provided that a management agreement may include among its
provisions authority for the Manager to sign checks on behalf of the Association for
payment of the obligations of the Association.
2.2.3.2 Interest and Attorney Fees. The Executive Board, at its option, shall
have the right in connection with the collection of any Assessments,fees,or charges,
to impose late charges and assess an interest charge of 18%per annum and to recover
reasonable attorney fees and costs of collection.
2.2.3.3 Budget. Within ninety(90) days after the adoption of any proposed
budget for the Common Interest Community, the Executive Board shall mail, by
ordinary first-class mail, or otherwise deliver a summary of the budget to all the
Owners and shall set a date for a meeting of the Owners to consider ratification of the
budget not less than fourteen(14)nor more than sixty(60)days after mailing or other
delivery of the summary(or,in the alternative,together with a ballot and information
sufficient to satisfy the provisions of Section 109 of the Colorado Revised Nonprofit
Corporation Act). Unless a majority of the total votes in the Association reject the
proposed budget, the budget is ratified. There are no quorum requirements for this
meeting. In the event the proposed budget is rejected, the budget last ratified by the
Owners continues until such time as the Owners ratify a subsequent budget proposed
by the Executive Board. The Executive Board shall adopt a budget and submit the
budget to a vote of the Owners as provided herein no less frequently than annually.
The Executive Board shall levy and assess the Annual Assessments in accordance with
the annual budget.
2.2.3.4 Disbursement. The Executive Board shall receive and hold the funds
as collected and shall disburse the same for the purposes and in the manner set forth
herein and as required by law.
2.2.3.5 Reserves. The Executive Board shall not be obligated to expend all of
the revenues collected in any accounting period but may maintain a reasonable reserve
2
for, among other things, emergencies, contingencies of bad weather, or uncollected
accounts. Said reserve fund or funds shall, however, be kept in interest bearing
securities, either short or long term, or in an insured, interest bearing account. The
foregoing shall not be construed to mean that the Executive Board shall not be
permitted to keep additional cash on hand in a checking or petty cash account for the
necessary discharge of its function.
2.2.3.6 Annual Audit. The Executive Board may submit its books, records
and memoranda to an annual audit by a disinterested certified public accountant to
audit the same and render a report thereon in writing to the Executive Board and in
summary form to the Members and such other persons, firms or corporations as may
be entitled to same. If such audit is performed, it shall be a Common Expense unless
otherwise provided in the Declaration.
2.3 Standard of Care. In the performance of their duties,the officers and members ofthe
Executive Board are required to exercise (1) if appointed by Declarant, the care required of
fiduciaries of the Owners and (2)if elected by the Owners, ordinary and reasonable care.
2.4 Term of Office. A term of office shall be three (3) years. Any member shall be
permitted to serve a maximum of two (2)full terms of office in succession, upon the completion of
which such person shall be disqualified from holding office as a member of the Executive Board for a
period of three (3) years. The limitation upon terms of office of Board members herein shall not
apply to any member of the"First Board of Directors,"who shall serve fewer than three(3)years as a
member of the Board of Directors during his or her first term in office,it being the intention of these
Bylaws that a member of the "First Board of Directors" may serve two (2) three-year terms in
addition to any shorter term served as a member of the"First Board of Directors".
2.5 Election of Directors. To the maximum extent permitted by the Act,there shall be a
period of Declarant control of the Association, during which period the Declarant, or persons
designated by such Declarant, may appoint or remove the officers and members of the Executive
Board. Following the period of Declarant control, election of Directors shall be by simple majority
vote of the Members at the annual meeting. Notwithstanding the foregoing,Declarant shall relinquish
all special rights, expressed or implied, through which Declarant may directly or indirectly control,
direct, modify, or veto any action of the Owners Association, its Executive Board, or a majority of
Unit Owners, and control of the Owners Association shall pass to the Owners of Units within the
Project, not later than the earlier of the following: (a)one hundred and twenty(120)days after the
date by which seventy-five percent(75%)of the Units have been conveyed to Unit purchasers,or (b)
five(5) years following the first conveyance to a Unit purchaser.
2.6 Removal of Directors. The Owners, by a two-thirds vote of all persons present and
entitled to vote,at any meeting of the Owners at which a quorum is present,may remove any member
of the Executive Board, with or without cause, other than one appointed by the Declarant. Any
member of the Executive Board appointed by the Declarant during the period of Declarant Control
3
may only be removed by the Declarant. Vacancies created by removal according to this Section 2.6
shall be filled as follows:
2.6.1 As to vacancies of Executive Board members elected by Owners,the vacancies
shall be filled by a majority vote of the remaining Executive Board;provided,however,if the
entire Executive Board is removed at once,an election shall be held immediately thereafter at
the same meeting; and
2.6.2 As to vacancies of Executive Board members whom the Declarant has the
right to appoint, the vacancies shall be filled by the Declarant.
Each person so elected or appointed shall serve on the Executive Board for the remainder of
the term of the member so replaced.
2.7 Vacancies. Vacancies in the Executive Board may be filled at a special meeting of the
Executive Board held for that purpose at any time after the occurrence of the vacancy, even though
the Directors present at that meeting may constitute less than a quorum. These appointments shall be
made by a majority of the remaining elected Directors constituting the Executive Board. Each person
so elected or appointed shall be a Director for the remainder of the term of the Director so replaced.
2.8 Organizational and Regular Meetings. The first meeting of a newly elected Board
following each annual meeting of the members shall be held within fifteen(15)days thereafter at such
— place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no
notice shall be necessary to the newly elected Directors in order legally to constitute such meeting,
providing a majority of the whole Board shall be present. Regular meetings of the Executive Board
may be held at such time and place as shall be determined from time to time by a majority of the
members of the Executive Board, but at least one (1) meeting shall be held each year. Notice of
regular meetings of the Executive Board shall be given to each member of the Board by mail,
electronic mail, or facsimile at least three (3) business days prior to the day of the meeting. Any
member of the Executive Board may, at any time, waive notice of any meeting of the Executive
Board in writing and such waiver shall be deemed equivalent to the giving of notice.
2.9 Special Meetings. Special meetings of the Executive Board may be called by the
President or by a majority of the Directors on at least three(3)business days' notice to each Director.
2.10 Location of Meetings. All meetings of the Executive Board shall be held at such time
and place as shall be fixed by the Executive Board.
2.11 Waiver of Notice. Any Director may waive notice of any meeting in writing.
Attendance by a Director at any meeting of the Executive Board shall constitute a waiver of notice.
If all the Directors are present at any meeting, no notice shall be required and any business may be
transacted at such meeting.
4
2.12 Quorum of Directors. At all meetings of the Executive Board, a majority of the
Directors shall constitute a quorum for the transaction of business and the votes of a majority of the
Directors present at a meeting at which a quorum is present shall constitute a decision of the
Executive Board. If, at any meeting, there shall be less than a quorum present, a majority of those
present may adjourn the meeting. At any adjourned meeting at which a quorum is present, any
business that might have been transacted at the meeting originally called may be transacted without
further notice.
2.13 Compensation. No member of the Executive Board shall receive any compensation
for acting as such, however members of the Executive Board may be reimbursed for expenses
incurred on behalf of the Association upon approval of a majority of the other Executive Board
members. Nothing herein shall prohibit the Association from compensating a member of the
Executive Board, or any entity with which a Executive Board member is affiliated, for services or
supplies furnished to the Association in a capacity other than as an Executive Board member pursuant
to a contract or agreement with the Association, provided that such Executive Board member's
interest was made known to the Board prior to entering into such contract and such contract was
approved by a majority of the Executive Board, excluding the interested member of the Executive
Board.
2.14 Consent to Corporate Action. If all the Directors or all Directors of a committee
established for such purposes, as the case may be, severally or collectively, consent in writing to any
action taken or to be taken by the Association,and the number of the Directors constitutes a quorum,
that action shall be a valid corporate action as though it had been authorized at a meeting of the
Executive Board or the committee, as the case may be. The Secretary shall file these consents with
the minutes of the meetings of the Executive Board.
2.15 Types of Communication in Lieu of Attendance. My member of the Executive Board
may attend a meeting of the Executive Board by: (i)using an electronic or telephonic communication
method whereby the member may be heard by the other members and may hear the deliberations of
the other members on any matter properly brought before the Executive Board;or(ii)by participating
in "real time" e-mail communication when all Board members are participating in this form of
communication. The vote of such member shall be counted and the presence noted as if that member
was present in person on that particular matter.
2.16 Non-Waiver. All the rights, duties and privileges of the Executive Board shall be
deemed to be continuing and shall not be exhausted by a single act or series of acts. To the same
extent, the failure to use or employ any remedy or right hereunder or hereafter granted shall not
preclude its exercise in the future nor shall any custom bind the Executive Board.
3 OWNERS
5
3.1 Annual Meeting. Annual meetings of Owners shall be held as provided in the minutes
of the first annual meeting of the Association or, if not provided therein, in the month in which the
Articles of Incorporation for the Association were recorded, or at such other date as set forth in the
notice. At these meetings, the Directors shall be elected by ballot of the Owners in accordance with
the provisions of Article 2 of the Bylaws. The Owners may transact other business as may properly
come before them at these meetings.
3.2 Special Meetings. Special meetings of the Association may be called by the President
whenever he deems such a meeting advisable. A special meeting shall be called by the Secretary when
so ordered by the majority of the members of the Executive Board or upon written request of Owners
comprising no less than twenty percent (20%) of the votes in the Association. A request by the
Owners shall state the purpose or purposes of such meeting and the matter proposed to be acted upon
at the special meeting. The Secretary shall give notice stating the purpose or purposes of the meeting
to all Members entitled to vote at such meeting. No special meeting need be called upon the request
of Owners entitled to cast less than fifty percent(50%)of the votes of the Association to consider any
matter that is substantially the same matter voted upon at any meeting of the members held during the
preceding twelve (12) months.
3.3 Place ofMeetings. Meetings of the Owners shall be held at the principal office of the
Association or may be adjourned to a suitable place convenient to the Owners, as may be designated
by the Executive Board or the President.
3.4 Notice of Meetings. The Secretary, or other officer specified in the Bylaws, shall
cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each
Unit or to the mailing address designated in writing by the Owner, not less than ten (10) nor more
than fifty(50)days in advance of a meeting. The notice of the meeting must state the time and place
of the meeting and the items on the agenda, including the general nature of any proposed amendment
to the Declaration or Bylaws,any budget changes, and any proposal to remove an officer or member
of the Executive Committee. No action shall be adopted at a meeting except as stated in the notice.
3.5 Waiver of Notice. Any Owner may, at any time, waive notice of any meeting of the
Owners in writing, and the waiver shall be deemed equivalent to the receipt of notice.
3.6 Adjournment of Meeting At any meeting of Owners, the Owners by majority vote,
may adjourn the meeting to another time.
3.7 Order of Business. The order of business at all meetings of the Owners shall be as
follows:
(a) Roll call (or check-in procedure);
(b) Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(d) Reports
-- Officers' reports;
6
-- Committee reports;
(e) Election of Directors of the Executive Board(when required):
(f) Ratification of budget (if required and noticed);
(g) Unfinished business; and
(h) New business.
3.8 Voting. There shall be one vote per Unit. The election of Directors shall be by ballot.
Unless demanded by at least twenty five percent(25%)of the Members present in person or by proxy
at such meeting and entitled to vote there at,or determined by the President to be advisable,the vote
on any other question need not be by ballot.
3.9 Quorum. Except as otherwise provided in these Bylaws, the Owners, present in
person or by proxy at any meeting of Owners,representing one-third of the votes in the Association,
shall constitute a quorum at that meeting.
3.10 Majority Vote. The affirmative vote of a majority of all votes entitled to be cast on a
matter by the Owners present in person or by proxy at a meeting at which a quorum shall be present
shall be binding upon all Owners for all purposes except where a higher percentage vote is required in
the Declaration, these Bylaws or by law.
3.11 Voting by Mail. The Executive Board may decide that voting of the Members on any
matter required or permitted by the statutes of Colorado, the Declaration, the Articles of
Incorporation, or these Bylaws shall be by mail. Any action that may be taken at any annual, regular
or special meeting of Unit Owners may be taken without a meeting if the Secretary delivers a written
ballot to every Member entitled to vote on the matter.
3.11.1 A written ballot shall: (i) set forth each proposed action; and (ii) provide an
opportunity to vote for or against each proposed action.
3.11.2 Approval by written ballot shall be valid only when the number of votes cast by
ballot equals or exceeds the quorum required to be present at a meeting authorizing the
action, and the number of approvals equals or exceeds the number of votes that would be
required to approve the matter at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot.
3.11.3 All solicitations for votes by written ballot shall: (i) indicate the number of
responses needed to meet the quorum requirements; (ii) state the percentage of approvals
necessary to approve each matter other than the election of members of the Executive Board;
(iii) specify the time by which a ballot must be received by the Association in order to be
counted; and (iv) be accompanied by written information sufficient to permit each person
casting such ballot to reach an informed decision on the matter.
3.11.4 A written ballot may not be revoked.
4 OFFICERS
7
4.1 Designation. The principal officers of the Association shall be the President,the Vice
President,the Secretary,and the Treasurer,all of whom shall be elected by the Executive Board.The
Executive Board may appoint an Assistant Treasurer, an Assistant Secretary and other officers as it
finds necessary. Any number of offices may be held by the same person, except the combination of
offices of President and Vice President and President and Secretary. The office of Vice President may
be vacant. Officers must be 18 years of age or older. Nothing herein shall prohibit a Director from
being an officer.
4.2 Election of Officers. The officers of the Association shall be elected annually by the
Executive Board at the organizational meeting of each new Executive Board.They shall hold office at
the pleasure of the Executive Board.
4.3 Removal of Officers. Upon the affirmative vote of a two-thirds majority of the
Directors, any officer may be removed either with or without cause. A successor may be elected at
any regular meeting of the Executive Board or at any special meeting of the Executive Board called
for that purpose.
4.4 President. The President shall be the Chief Executive Officer of the Association.The
President shall preside at all meetings of the Owners and of the Executive Board. The President shall
have all of the general powers and duties which are incident to the office of President of a non-stock
corporation organized under the laws of the State of Colorado including, but not limited to, the
power to appoint committees from among the 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 may fulfill the
role of Treasurer in the absence of the Treasurer. The President may cause to be prepared and may
execute amendments, attested by the Secretary,to the Declaration and these Bylaws on behalf of the
Association, following authorization or approval of the particular amendment as applicable.
4.5 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. If neither the President nor
the Vice President is able to act,the Executive Board shall appoint some other Director to act in the
place of the President on an interim basis. The Vice President shall also perform other duties imposed
by the Executive Board or by the President.
4.6 Secretary. The Secretary shall keep the minutes of all meetings of the Owners and the
Executive Board. The Secretary shall have charge of the Association's books and papers as the
Executive Board may direct and shall perform all the duties incident to the office of Secretary of a
non-stock corporation organized under the laws of the State of Colorado.The Secretary may cans,-to
be prepared and may attest to the execution by the President of amendments to the Declaration and
the Bylaws on behalf of the Association, following authorization or approval of the particular
amendment as applicable.
4.7 Treasurer. The Treasurer shall be responsible for Association funds and securities,for
keeping full and accurate financial records and books of account showing all receipts and
disbursements, and for the preparation of all required financial data. This officer shall be responsible
for the deposit of all monies and other valuable effects in depositories designated by the Executive
8
Board, and shall perform all the duties incident to the office of Treasurer of a non-stock corporation
organized under the laws of the State of Colorado. The Treasurer may endorse on behalf of the
Association,for collection only, checks, notes and other obligations and shall deposit the same and all
monies in the name of and to the credit of the Association in banks designated by the Executive
Board. Except for reserve funds described below,the Treasurer may have custody of and shall have
the power to endorse for transfer, on behalf of the Association, stocks,securities or other investment
instruments owned or controlled by the Association or as fiduciary for others. Reserve funds of the
Association shall be deposited in segregated accounts or in prudent investments, as the Executive
Board decides. Funds may be withdrawn from these reserves for the purposes for which they were
deposited,by check or order, authorized by the Treasurer,and executed by two(2)Directors, one of
whom may be the Treasurer if the Treasurer is also a Director.
4.8 Agreements, Contracts,Deeds, Checks,Etc. Except as provided in Sections 4.4,4.6,
4.7, and 4.10 of these Bylaws, all agreements,contracts,deeds, leases, checks and other instruments
of the Association shall be executed by any officer of the Association or by any other person or
persons designated by the Executive Board.
4.9 Compensation. The President and Vice President shall not receive any compensation
for their services except reimbursement for necessary expenses actually incurred in connection with
Association duties. The Secretary and Treasurer may be compensated for their services if the
Executive Board determines that such compensation is appropriate. Compensation,if any, shall be in
an amount proposed by the Executive Board and approved by the majority of Owners present or
represented by proxy at a meeting.
4.10 Statements of Unpaid Assessments. The Treasurer, Assistant Treasurer, a Manager
employed by the Association or, in their absence, any officer having access to the books and records
of the Association, may prepare,certify and execute statements of unpaid assessments in accordance
with Section§38-33.3-316 of the Act and the Declaration. The Association may charge a reasonable
fee for preparing statements of unpaid Assessments. The amount of this fee and the time of payment
shall be established by resolution of the Executive Board. The Association may refuse to furnish
statements of unpaid Assessments until the fee is paid. Any unpaid fees may be assessed as a
Common Expense against the Unit for which the statement is furnished.
4.11 Fidelity Bonds. All officers, Members of the Association, agents, or other persons
having the responsibility of handling funds of the Association shall be bonded pursuant to the
provisions of the Declaration.
4.12 Other Duties and Powers. The officers shall have such other duties, powers and
responsibilities as shall, from time to time, be authorized by the Executive Board.
9
5 REMEDIES FOR VIOLATIONS
5.1 Enforcement. The Association shall have the power,at its sole option,to enforce the
terms of this instrument,the Articles,the Declaration or any rule or regulation promulgated pursuant
thereto, by any means set forth in the Declaration or these Bylaws and by all of the following:
self-help; by sending notice to the offending party requiring certain things to be done or undone; by
taking action to remedy any breach of the Association Documents and charging the breaching party
with the entire cost or any part thereof, by taking any other action before any court as may be
provided by law; by complaint to the duly constituted authorities.
5.2 Abatement and Enjoinment of Violations by Owners. The violation of any of the
Rules and Regulations adopted by the Executive Board or the breach of any provision of the
Declaration shall give the Executive Board the right after notice and hearing, except in case of an
emergency, in addition to any other rights set forth in these Bylaws:
(a) To enter upon the Unit or limited Common Element in which, or as to which,
the violation or breach exists and to summarily abate and remove, at the expense of the
defaulting Owner, any structure, thing, or condition(except for additions or alterations of a
permanent nature that may exist in that Unit) that is existing and creating a danger to the
Common Elements contrary to the intent and meaning of the provisions of the Declaration.
The Executive Board shall not be deemed liable for trespass by this action; or
(b) To enjoin,abate, or remedy by appropriate legal proceedings, either at law or
in equity, the continuance of any breach.
5.3 Fines for Violation. The Executive Board may adopt resolutions providing for fines
or other monetary penalties for the infraction of its Rules and Regulations or of the Declaration.
Fines will be levied after notice thereof and an opportunity to be heard. The Executive Board may
levy fines in amounts that it, in its sole discretion, shall determine to be reasonable for each such
violation,including those violations that persist after notice and an opportunity for a hearing is given.
5.4 Assessments. Remedies for late payment or default of payment of Assessments shall
be governed by the Declaration.
6 BOOKS AND RECORDS
6.1 Examination. All records maintained by the Association or the Manager shall be
available for examination and copying by any Owner, any holder of a security interest in a Unit or its
insurer or guarantor, or by any of their duly authorized agents or attorneys, at the expense of the
person examining the records, during normal business hours and after reasonable notice.
6.2 Records. The Association shall keep the following records:
10
(a) An account for each Unit,which shall designate the name and address of each
Owner,the name and address of each Mortgagee who has given notice to the Association that
it holds a Mortgage on the Unit,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) An account for each Owner showing any other fees payable by the Owner;
(c) A record of any capital expenditures in excess of three thousand dollars
($3,000.00) approved by the Executive Board for the current and next two (2) succeeding
fiscal years;
(d) A record of the amount and an accurate account of the current balance of any
reserves for capital expenditures, replacement, and emergency repairs, together with the
amount of those portions of reserves designated by the Association for a specific project;
(e) The most recent regularly prepared balance sheet and income and expense
statement, if any, of the Association:
(f) The current operating budget;
(g) A record of any unsatisfied judgments against the Association and the
existence of any pending suits in which the Association is a defendant;
(h) A record of insurance coverage provided for the benefit of Owners and the
Association;
(i) A record of any alterations or Improvements to Units or limited Common
Elements which violate any provisions of the Declarations of which the Executive Board has
knowledge;
(j) A record of any violations,with respect to any portion of the common interest
community, of health, safety, fire or building codes or laws, ordinances or regulations of
which the Executive Board has knowledge;
(k) A record of the actual cost, irrespective of discounts and allowances, of the
maintenance of the Common Elements, if any;
(1) Tax returns for state and federal income taxation;
(m) Minutes of proceedings of incorporators, Owners, Directors, committees of
Directors, and waivers of notice; and
(n) A copy of the most current versions of the Declaration, Bylaws, Rules and
Regulations,and resolutions of the Executive Board, along with their exhibits and schedules.
11
7 MISCELLANEOUS
7.1 Notices. All notices to the Association or the Executive Board shall be delivered to
the office of the Association, or to such other address as the Executive Board may designate by
written notice to all Owners and to all holders of security interests in the Units who have notified the
Association that they hold a security interest in a Unit. Except as otherwise provided, all notices to
any Owner shall be sent to the Owner's address as it appears in the records of the Association. All
notices shall be deemed to have been given when sent by electronic mail or facsimile or when sent
prepaid by United States mail.
7.2 Fiscal Year. The Executive Board shall establish the fiscal year of the Association,or
if no fiscal year is established by the Executive Board, the fiscal year shall be the calendar year.
7.3 Waiver. No restriction,condition,obligation, or provision contained in these Bylaws
shall be deemed to have been abrogated or waived by reason of any failure to enforce the same,
irrespective of the number of violations or breaches which may occur.
7.4 Office. The principal office of the Association shall be on the Property or at such
other place as the Executive Board may from time to time designate.
7.5 Right of Access. Each Owner shall grant a right of access to his Unit to any person
authorized by the Executive Board for the purpose of inspecting for and correcting any condition
originating on his Unit and threatening another Unit or any Common Element,provided that requests
for entry are made in advance and that any such entry is at a time reasonably convenient to the
Owner. In case of an emergency, such right of entry shall be immediate, whether the Owner is
present at the time or not.
7.6 Invalidity. The invalidity of any part of these Bylaws shall not impair or affect in any
manner the enforceability or affect the balance of these Bylaws.
7.7 Amendments. These Bylaws may be amended only by vote of the Executive Board.
No amendment of these Bylaws of the Association shall be adopted that would affect or impair the
validity or priority of any mortgage or deed of trust encumbering any Unit or that would change the
provisions of these Bylaws with respect to institutional mortgagees of record.
7.8 Exculpability of Board and Officers. Neither the Board as a body nor any member
thereof nor any officer of the Association shall be personally liable to any Owner in any respect for
any action or lack of action arising out of the execution of his office. Each Owner shall be bound by
the good faith actions of the Board and officers of the Association in the execution of the duties of
said Directors and officers. Unless acting in bad faith, no Director or officer of the Association shall
be liable to any Owner or other person for misfeasance or malfeasance in office.
7.9 Conflict. Anything to the contrary herein notwithstanding, if any provision of this
instrument is in conflict with or a contradiction of the requirements of any law,then the requirements
of said law shall be deemed controlling.
12
ATTEST:
CERTIFIED to be the Bylaws adopted by consent of the Director of Cattail Creek Owners
Association, Inc. dated May 12, 2004.
George DuBard, Secretary
C:\TODD HODGES DESIGN\%11NCATTAIL CREEKWINAL PLATBYLAWS 051104.WPDI 3
May 13,2004
DECLARATION
OF
COVENANTS, CONDITIONS, AND RESTRICTIONS
FOR
CATTAIL CREEK
Name of Common Interest Community: CATTAIL CREEK
Name of Owners Association: CATCALL CREEK HOMEOWNERS ASSOCIATION, INC.
Declarant: CATTAIL CREEK GROUP,LLC
Type of Common Interest Community: PLANNED COMMUNITY
TABLE OF CONTENTS
PREAMBLE 1
WITNESSETH 1
ARTICLE I -- DEFINITIONS
Section 1. Act 2
Section 2. Agency 2
Section 3. Architectural Design Standards 2
Section 4. Articles 2
Section 5. Annual Assessment 2
Section 6. Assessments 2
Section 7. Association 2
Section 8. Association Documents 2
Section 9. Builder 2
Section 10. Bylaws 3
Section 11. Clerk and Recorder 3
Section 12. Common Elements 3
Section 13. Common Expenses 3
Section 14. Declaration 3
Section 15. Executive Board 4
Section 16. First Mortgage 4
Section 17. First Mortgagee 4
Section 18. Improvements 4
Section 19. Lot 4
Section 20. Manager 4
Section 21. Member 4
Section 22. Mortgage 4
Section 23. Mortgagee 4
Section 24. Notice 4
Section 25. Owner 4
Section 26. Parcel 5
Section 27. Plat 5
Section 28. Project 5
Section 29. Property 5
Section 30. Related User 5
Section 31. Rules and Regulations 5
Section 32. Single Family 5
Section 33. Successor Declarant 5
Section 34. Supplemental Declaration 5
Section 35. Supplemental Plat 6
ii
Section 36. Undefined Terms 6
Section 37. Unit 6
ARTICLE II —NAME, PROPERTY SUBJECT TO DECLARATION;
ALLOCATION OF INTERESTS
Section 1. Name 6
Section 2. Existing Property 6
Section 3. Expansion Property 6
Section 4. Maximum Number of Units 6
Section 5. Identification of Units 6
Section 6. Description of Units 6
Section 7. Allocation of Interests 7
ARTICLE III —MEMBERSHIP AM)VOTING RIGHTS;
ASSOCIATION STRUCTURE AND OPERATIONS
Section 1. Association Name 7
Section 2. Transfer of Membership 7
Section 3. Membership 7
Section 4. Voting 7
Section 5. Declarant Control 7
Section 6. Books and Records 7
Section 7. Manager 8
Section 8. Cooperation with Other Associations 8
Section 9. Rights of Action 8
Section 10. Implied Rights and Obligations 9
ARTICLE IV — POWERS OF THE EXECUTIVE BOARD 9
ARTICLE V -- MECHANICS' LIENS
Section 1. No Liability 10
Section 2. Indemnification 11
Section 3. Association Action 11
ARTICLE VI — EASEMENTS
Section 1. Recorded Easements 11
Section 2. Utility Easements 11
Section 3. Reservation of Easements, Exceptions and Exclusions 11
iii
Section 4. Use of Easement Area 12
Section 5. Emergency Access Easement 12
ARTICLE VII -- MAINTENANCE
Section 1. Maintenance by Owners 12
Section 2. Maintenance by Association 12
Section 3. Association Maintenance as Common Expense 12
ARTICLE VIII -- INSURANCE
Section 1. General Insurance Provisions 13
Section 2. Property and Commercial General Liability Insurance 13
Section 3. Fidelity Insurance 14
Section 4. Workers'Compensation Insurance 14
Section 5. Notice 14
Section 6. Common Expenses 14
Section 7. Other 14
ARTICLE IX -- ASSESSMENTS
Section 1. Obligation 14
Section 2. Budget 14
Section 3. Annual Assessments 15
Section 4. Apportionment of Annual Assessments 15
Section 5. Special Assessments 15
Section 6. Default Assessments 16
Section 7. Effect of Nonpayment;Assessment Lien 16
Section 8. Personal Obligation 17
Section 9. Payment by Mortgagee 17
Section 10. Statement of Status of Assessment Payment 17
Section 11. Maintenance of Accounts;Accounting 18
ARTICLE X -- RESERVED SPECIAL DECLARANT RIGHTS
Section 1. Special Declarant Rights 18
Section 2. Construction: Declarant'sEasement 18
Section 3. Declarant'sProperty 18
Section 4. Limitations on Special Declarant Rights 18
Section 5. Interference With Special Declarant Rights 19
Section 6. Rights Transferable 19
iv
ARTICLE XI - ARCHITECTURAL REVIEW
AND OTHER RESTRICTIONS
Section 1. Association Power 19
Section 2. Review 19
Section 3. Membership of Architectural Review Committee 19
Section 4. Plan Review Procedure 20
Section 5. Notice of Completion 21
Section 6. Remedies Upon Noncompliance 21
Section 7. Authority to Hire, Assess Costs, and Raise Funds 22
Section 8. Records 22
Section 9. Restrictions on Use 22
Section 10. Waivers;No Precedent 28
ARTICLE XII -- MORTGAGEE'S RIGHTS
Section 1. Distribution of Insurance or Condemnation Proceeds 29
Section 2. Right to Pay Taxes and Charges 29
Section 3. Audited Financial Statement 29
Section 4. Notice of Action 29
Section 5. Action by Mortgagee 29
ARTICLE XIII — DURATION OF COVENANTS AND AMENDMENT
Section 1. Term 30
Section 2. Amendment 30
Section 3. Declarant Rights 30
Section 4. Execution of Amendments 30
Section 5. Revocation 30
ARTICLE XIV -- WELD COUNTY'S RIGHT TO FARM
Section 1. Rural Weld County 30
Section 2. Agricultural Uses 31
Section 3. Rural Services 31
Section 4. Parental Supervision 31
ARTICLE XV — GENERAL PROVISIONS
Section 1. Restriction on Declarant Powers 31
Section 2. Enforcement 32
Section 3. Registration of Mailing Address 32
Section 4. Limitation on Liability 32
Section 5. No Representations or Warranties 32
V
Section 6. Severability 32
Section 7. Conflicts Between Documents 32
Section 8. Conflict With Act 32
Section 9. No Representations or Warranties 33
Section 10. Disclaimer Regarding Safety 33
EXHIBIT Al
LEGAL DESCRIPTION 34
EXHIBIT B
MINIMUM ARCHITECTURAL DESIGN STANDARDS 35
vi
VII
viii
1X
EXHIBIT C
LIEN HOLDER'S CONSENT 37
x
Hello