HomeMy WebLinkAbout20161609.tiff •
BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST
RI . : BOCC Agenda Item — Approve Assignment of Improvements Agreement from Big "Thompson Investment
Holdings, LLC to Weld County Industrial Park Association:
Weld County Industrial Park/Hickman Minor Subdivision - MIN E12-0001
RECEIVED
DEPARTMENT: Public Works DATE: 4/26/2016
MAY 0 .2 2016
PERSON REQUESTING: Rich Hastings
WELD COUNTY
Brief description of the issue: COMMISSIONERS
The Department of Public Works received a request from the applicant, Mark Goldstein/Peckham Development Corporation
requesting that the Board of County Commissioners consider approving the assignment of the existing Improvements
Agreement (Doc.#2014-0745/Rec.#4004604), from Big Thompson Investment Holdings, LLC to Weld County Industrial
Park Association for the Commercial Sub-Division Site and Facility (MINF 12-0001 ), located near CR's 33 & 44, east of
the town of Peckham.
The reason for this request is due to the fact that the Commercial Sub-Division has several Site Plan Review (SPR) facilities
currently in operation and an Industrial Park Association has been formed in order to oversee future operations within the
Sub-Division. Assigning the Improvements Agreement to the Association will provide continued and broader oversite to
the future development within the entire Sub-Division, as well as continued compliance relative to the Weld County
obligations associated with safety concerns on adjacent public roadways.
All Public Works related items, of the Improvements Agreement assignment, are found to be acceptable and have been
reviewed and approved by Bob Choate/Assistant County Attorney.
What options exist for the Board?
1 . Have this BOCC Hearing item be placed on the next available agenda as part of the Consent Agenda.
2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda.
Recommendation:
Option 1 . The Department's of Public Works, Planning Services and the County Attorney's Office are recommending
approval of the assignment of Improvements Agreement (Doc.#2014-0745/Rec.#4004604) from Big Thompson Investment
Holdings, LLC to Weld County Industrial Park Association, and that this item be placed on the next regularly scheduled
BOCC Hearing, as part of the Consent Agenda.
Approve Schedule as Regular
Recommendation BOCC Hearing Item Other/Comments:
Mike Freeman. Chair r'rf
Sean P. Conway, Pro-Tem
Julie A. Cozad
Barbara Kirkmeyer 2016- 1609
Steve Moreno
U:\Engineering\PLANNING — DEVELOPMENT REVIEW-2012 Planning Referrals\MINF12\MINF12-0001 Big Thompson Investments\lmprovemcrns
Agreement\MINFl2-0001 Passaround-BOCC Hearing Request 2016.docx
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CONSENT TO ASSIGNMENT OF IMPROVEMENTS AGREEMENT FROM BIG THOMPSON
INVESTMENT HOLDINGS, LLC, TO WELD COUNTY INDUSTRIAL PARK (MINF12-0001)
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statue and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on October 31, 2012, by Resolution #2012-3002, the Weld County Board of
Commissioners approved Minor Subdivision Final Plan, MINF12-0001, for Big Thompson
Investment Holdings, LLC, 1205 W. Elizabeth Street, P.O. Box 134, Fort Collins, Colorado 80521,
do Mark Goldstein, Manager, P.O. Box 273180, Fort Collins, Colorado 80527, for a nine (9) Lot
Minor Subdivision in the 1-3 (Industrial)Zone District, on the following described real estate, to-wit:
Lot B of Recorded Exemption, RECX12-0056; being part of the
W1/2 of Section 23, Township 4 North, Range 66 West of the 6th
P.M., Weld County, Colorado
WHEREAS, on March 12, 2014, the Board of County Commissioners of Weld County,
Colorado, approved an Improvements Agreement According to Policy Regarding Collateral for
Improvements for Minor Subdivision Final Plan, MINF12-0001, between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, and Big
Thompson Investment Holdings, LLC, with terms and conditions being as stated in said
agreement, and
WHEREAS, on March 9, 2016, the Board accepted replacement collateral in the form of
Irrevocable Letter of Credit No. 10031 from FirsTier Bank, 1508 Stillwater Avenue, Cheyenne,
WY 82009, in the amount of$706,286.00, which is set to expire February 19, 2018, and
WHEREAS, Big Thompson Investment Holdings, LLC, 1205 W. Elizabeth Street,
P.O. Box 134, Fort Collins, Colorado 80521, do Mark Goldstein, Manager, P.O. Box 273180, Fort
Collins, Colorado 80527, has requested permission to assign the existing Improvements
Agreement (Document #2014-0745 / Reception No. 4004604) with existing collateral in the form
of a Letter of Credit No. 10031, from FirsTier Bank, 1508 Stillwater Avenue, Cheyenne, WY
82009, in the amount of$706,286.00, to Weld County Industrial Park Association, 8310 S. Valley
Highway, Suite 300, Englewood, Colorado 80112, and
WHEREAS, after consideration by pass-around, the Board deems it appropriate to
approve said assignment and delegate authority to the Chair to sign said Consent to the
Assignment of the Improvements Agreement from Big Thompson Investment Holdings, LLC, to
Weld County Industrial Park Association.
The above and foregoing Assignment was adopted unanimously by pass-around and
formally signed by the Chair, on the 18th day of May, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
ATTESTS t/•dusN1 "i � i . La COUNTY, COLORADO
Clerk to the Beard •
BY:
`
i
Deputy CI k tv t e B• +� , "' �. �ike Freeman, Chair
,,. 2016-1609
PL2147
Colorado Secretary of State
-Filed Date and Time: 02/26/2016 12:59 PM
Document must be filed electronically. ID Number: 20131059459
Paper documents are not accepted.
Fees& forms are subject to change. Document number: 20161 146160
For more information or to print copies Amount Paid: $10.00
of filed documents,visit www.sos.state.co.us.
ABOVE SPACE FOR OFFICE USE ONLY
Periodic Report
filed pursuant to §7-90-301,et seq. and§7-90-501 of the Colorado Revised Statutes(C.R.S)
ID number: 20131059459
Entity name: Weld County Industrial Park Association
Jurisdiction under the law of which the
entity was formed or registered: Colorado
1. Principal office street address: 8310 S. Valley Highway
(Street name and number)
Suite 300
Englewood CO 80112
(City) (State) (Postal/Zip Code)
United States
(Province—if applicable) (Country—if not US)
2. Principal office mailing address:
(if different from above) (Street name and number or Post Office Box information)
(City) (State) (Postal/Zip Code)
(Province—if applicable) (Country—if not US)
3. Registered agent name: (if an individual) Schlegel Kurt C.
(Last) (First) (Middle) (Suffix)
or (if a business organization)
4. The person identified above as registered agent has consented to being so appointed.
5. Registered agent street address: 8310 S. Valley Highway
(Street name and number)
Suite 300
Englewood CO 80112
(City) (State) (Postal/Zip Code)
6. Registered agent mailing address:
(if different from above) (Street name and number or Post Office Box information)
(City) (State) (Postal/Zip Code)
(Province—if applicable) (Country—if not US)
REPORT Page 1 oft Rev. 12/01/2012
Notice:
Causing this 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 that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing,taken in conformity
with the requirements of part 3 of article 90 of title 7,C.R.S.,the constituent documents,and the organic
statutes,and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part,the constituent documents,and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of
state,whether or not such individual is named in the document as one who has caused it to be delivered.
7.Name(s)and address(es)of the
individual(s)causing the document
to be delivered for filing: Schlegel Kurt C.
(Last) (First) (Middle) (Suffix)
8310 S. Valley Highway
(Street name and number or Post Office Box information)
Suite 300
Englewood CO 80112
(City) (State) (Postal/Zip Code)
United States
(Province—if applicable) (Country—if not(IS)
(The document need not state the true name and address of more than one individual. However,if you wish to state the name and address
of any additional individuals causing the document to be delivered for filing,mark this box ❑ and include an attachment stating the
name and address of such individuals.)
Disclaimer:
This form,and any related instructions,are not intended to provide legal,business or tax advice,and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date,compliance with applicable law,as the same may be amended from
time to time,remains the responsibility of the user of this form. Questions should be addressed to the user's
attorney.
REPORT Page 2 of 2 Rev. 12/01/2012
OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF COLORADO
CERTIFICATE OF FACT OF GOOD STANDING
1,Wayne W.Williams,as the Secretary of State of the State of Colorado,hereby certify that,according
to the records of this office,
Weld County Industrial Park Association
is a
Nonprofit Corporation
formed or registered on 01/25/2013 under the law of Colorado, has complied with all applicable
requirements of this office,and is in good standing with this office. This entity has been assigned entity
identification number 20131059459 .
This certificate reflects facts established or disclosed by documents delivered to this office on paper through
03./01/2016 that have been posted, and by documents delivered to this office electronically through
03.'03/2016 @ 09:50:13 .
I have affixed hereto the Great Seal of the State of Colorado and duly generated,executed,and issued this
official certificate at Denver, Colorado on 03/03/2016 @ 09:50:13 in accordance with applicable law.
This certificate is assigned Confirmation Number 9532081
of , Colo=
.40
-7°.7).„,.(:;11.ck.A040•6446.
1 8 ? Secretary of State of the State of Colorado
End of Certificate
Notice: A certificate issued electronically from the Colorado Secretary of States Web site is fully and immediately valid and effective
However, as an option. the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a
Certificate page of the Secretary of States Web site, http wwn sac state co us/biaCertificateSearchCntena do entering the certificate's
confirmation number displayed on the certificate,and following the instructions displayed Confirming the issuance of a certificate is merely
pational and is not necessary to the valid and effective issuance of a certificate For more information, visit our Web site
www sos state.co.us click"Businesses,trademarks,trade names"and select"Frequently Asked Questions"
Colorado Secretary of State
Filed Date and Time: 01/25/2013 05:31 PM
Document must be filed electronically. ID Number: 20131059459
Paper documents will not be accepted.
Fees&forms are subject to change. Document number: 20131059459
For more information or to print copies Amount Paid: $1.00
of filed documents,visit www.sos.state.co.us.
ABOVE SPACE FOR OFFICE USE ONLY
Articles of Incorporation for a Nonprofit Corporation
filed pursuant to§7-122-101 and§7-122-102 of the Colorado Revised Statutes(C.R.S.)
1.The domestic entity name for
the nonprofit corporation is Weld County Industrial Park Association
(Caution:The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)
2.The principal office address of the nonprofit corporation's initial principal office is
Street address 110 East Oak Street, Suite 200
(Street number and name)
Fort Collins CO 80524
(City) (State (7JP/Postal Cody)
United States
(Province—if applicable) (Country)
M ling address
(leave blank if same as street address) (Street number and name or Post Office Box information)
(City) (State) (ZIP/Postal Code)
(Province—if applicable) (Country)
3.The registered agent name and registered agent address of the nonprofit corporation's initial registered agent
are
Name
(if an individual) Pharris John W.
lat) (First) (Mlda7e) (sr4ffb)
OR
(if an entity)
(Caution: Do not provide both an individual and an entity name.)
Street address March, Olive & Pharris, LLC
110 East Oak StreeteSuite r200)
Fort Collins Co 80524
(City) (State) (ZIP Code)
ARTINC_NPC Page 1 of 3 Rev. 10/31/1011
Mailing address
(leave blank if same as street address) (Street number and name or Post Office Box information)
CO
(City) (State) (ZIP Code)
(The following statement ix adopted by marking the box.)
Q The person appointed as registered agent above has consented to being so appointed.
4.The true name and mailing address of the incorporator are
Name Pharris John W.
(if an individual)
(last) (First) (Middle) (Suffix)
OR
(if an entity)
(Caution: Do not provide both an individual and an entity name.)
Mailing address March, Olive & Pharris, LLC
(Street manber and name or Post Office Bar information)
110 East Oak Street, Suite 200
Fort Collins CO 80524
(City) Unit a)States (ZIP/Postal
(Province-ifapplicable) (Country)
(Ifthe following statement applies,adopt the.statement by marking the box and include an attachment)
❑ The corporation has one or more additional incorporators and the name and mailing address of each
additional incorporator are stated in an attachment.
5.(If the following statement applies,adopt the statement by marking the box)
❑d The nonprofit corporation will have voting members.
6. (The following statement is adopted by marking the box.)
Q Provisions regarding the distribution of assets on dissolution are included in an attachment.
7.(If the following statement applies,adopt the statement by marking the box and include an attachment.)
❑d This document contains additional information as provided by law.
8.(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has
significant legal consequences. Read instructions before entering a date.)
(If the following statement applies,adopt the statement by entering a date and if applicable,time using the required format.)
The delayed effective date and, if applicable,time of this document is/are
(mm/dd>Syyy hour:minute am/pm)
Notice:
Causing this 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 that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing,taken in conformity
with the requirements of part 3 of article 90 of title 7,C.R.S.,the constituent documents,and the organic
statutes,and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part,the constituent documents,and the organic statutes.
ARTINC_NPC Page 2 of 3 Rev. 10/31/2011
This perjury notice applies to each individual who causes this document to be delivered to the Secretary of
State,whether or not such individual is named in the document as one who has caused it to be delivered.
9.The true name and mailing address of the individual causing the document to be delivered for filing are
Pharris John W.
(Last) (First) (Middle) (S+48x)
March, Olive&Pharris, LLC
Preet number and name or Post ice Box information)
110 East Oak Street, Suite 200
Fort Collins CO 80524
(City) (State) (ZIP/Postal Code)
United States .
(Province—if applicable) (Country)
of the following statement applies,adopt the statement by marking the box and include an attachment)
O This document contains the true name and mailing address of one or more additional individuals
causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet,and any related instructions,are not intended to provide legal,business or tax advice,
and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy
minimum legal requirements as of its revision date,compliance with applicable law,as the same may be
amended from time to time,remains the responsibility of the user of this form/cover sheet. Questions should
be addressed to the user's legal,business or tax advisor(s).
ARTINC_NPC Page 3 of 3 Rev. 10/31!2011
ARTICLES OF INCORPORATION
OF
WELD COUNTY INDUSTRIAL PARK ASSOCIATION
These Articles of Incorporation (the "Articles") are filed for the purpose of forming a
nonprofit corporation under the Colorado Revised Nonprofit Corporation Act, C.R.S. § 7-121-
101 et. seq. (the"Act").
ARTCCLE I
NAME
The name of this nonprofit corporation shall be the Weld County Industrial Park
Association. For purposes of these Articles, this nonprofit corporation is hereinafter referred to
as the"Association".
ARTICLE II
DURATION
The period of duration of the Association shall be perpetual.
ARTICLE III
PURPOSES AND POWERS
Section 3.1. General Purposes. The Association is organized to be and constitute the
Association to which reference is made in the Declaration of Covenants, Conditions, and
Restrictions for Weld County Industrial Park (the "Covenants"). The Covenants are to be
executed by the Declarant, Peckham Development Corporation, a Colorado corporation, and
approved by the Association. The Covenants are to be recorded in the office of the Clerk and
Recorder of Weld County, Colorado. The Covenants relate to real property in Weld County,
Colorado, which is subject to the Covenants as provided for therein (the "Industrial Park").The
Association is not organized in contemplation of pecuniary gain or profit to its members (the
"Members").
Section 3.2. Specific Purposes. The specific purposes for which the Association is
organized arc:
(a) to exercise all of the rights, powers, and privileges, and to perform all of the
duties and obligations of the Association as set forth in the Covenants or in any amendment to
the Covenants;
(b) to provide for maintenance, preservation, and architectural control in the
Industrial Park,as provided in the Covenants;
-I-
(c) to promote, foster, and advance the common interests of the Owners within the
Industrial Park;
(d) to fix, levy, collect, and enforce payment of, by any lawful means, assessments
and other amounts payable by or with respect to the Owners within the Industrial Park as
provided in the Covenants;
(c) to manage, maintain, repair, and improve the Common Elements within the
Industrial Park,and to perform services and functions for or relating to the Industrial Park, all as
provided in the Covenants;
(I) to enforce covenants, restrictions, conditions, and equitable servitudes affecting
the Industrial Park;
(g) to make and enforce rules, regulations, and policies with respect to the
interpretation and implementation of the Covenants and the use of any property within the
Industrial Park;
(h) to establish and maintain the Industrial Park as industrial property of the highest
quality and value,and to enhance and protect its desirability and attractiveness as such; and
(i) to exercise all rights, privileges, and options and to assume all duties granted to
or required of the Association pursuant to the Covenants.
Each purpose specified herein is an independent purpose and is not to be restricted by
reference to or inference from the teens of any other purpose.
Section 3.3. Powers. The Association shall have all of the powers which a nonprofit
corporation may exercise under the Act and the laws of the State of Colorado in effect from
time to time.
ARTICLE IV
OFF] ES
Section 4.1. Registered Office and Agent. The initial Registered Office of the
Association shall be 110 E. Oak Street,Sulte 100,Fort Collins, Colorado 80524. The initial
Registered Agent of the Association is John W. Pharris whose business office is 110 E. Oak
Street,Suite 100, Fort Collins,Colorado 80524.
Section 4.2. Principal Office,The initial principal office of the Association shall be 110
E.Oak Street,Suite 100, Fort Collins,Colorado 80524.
-2-
ARTICLE V
BOARD OF DIRECTORS
Section 5.1, Board of Directors. The affairs of the Association shall be managed by a
Board of Directors. The duties, qualifications, number, and terms of the members of the Board
of Directors and the manner of their election, appointment, and removal shall be as set forth in
the Bylaws and the Covenants.
ARTICLE VI
MEMBERS AND VOTING FIGHTS
- Section 6.1. Members. The Association shall have one (1) class of Members, Each
Owner of a Lot within the Industrial Park shall be a Member.
Section 6.2. Voting Rights of Members. There shall be one (1) Membership in the
Association appurtenant to each Lot within the Industrial Park.
Section 6.3. Proxy Voting. A Member entitled to vote may vote in person or by proxy
executed in writing by the Member or the Member's duly authorized attorney-in-fact.
Section 6.4. Cumulative Voting. Cumulative voting by Members in elections for
Directors shall not be permitted.
ARTICLE VII
DISSOLUTION
The Association may be dissolved only upon termination of the Covenants and the
Industrial Park with the assent given in writing and signed by not less than sixty-seven percent
(67%) of the voting power allocated to the Membership. Written notice of a proposal to
dissolve, setting forth the reasons therefor and the disposition to be made of the assets, as set
forth below, shall be mailed to every Member at least ninety(90)days in advance of any action
taken. Upon dissolution of the Association, either voluntarily as set forth above,by operation of
law or otherwise, other than incident to a merger or consolidation, all assets of the Association
shall be dedicated to an appropriate public agency to be used for purposes similar to those for
which this Association was created. In the event that such a dedication is refused acceptance,
such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association,
trust,or other organization to be devoted to similar purposes.
-3-
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Bylaws. The Association shall have the power to make and alter Bylaws,
not inconsistent with these Articles or with the laws of the State of Colorado or with the
Covenants, for the administration and regulation of the affairs of the Association. The initial
Bylaws of the Association shall be adopted by the Board of Directors. The power to alter,
amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Members, except as
may be provided in the Bylaws.
Section 8.2. Amendment of Articles, The Association may amend these Articles from
time to time in accordance with the Act in any and as many respects as may be desired,so long
as the Articles, as amended, contain only such provisions as are lawful under the Act, and so
long as the Articles, as amended, shall not be contrary to or inconsistent with any provision of
the Covenants.
Section 8.3. Definitions. The capitalized terms in these Articles shall have the same
meaning as any similarly capitalized terms defined in the Covenants and the Bylaws.
DATED:January 25,2013
INCORPORATOR:
JoyW.Pharris
STATE OF COLORADO )
)ss.
COUNTY OF LARIMER )
SUBSCRIBED and SWORN to before to before me this 25th day of January,2013,by
John W. Pharris,as the Incorporator.
Witness my hand and official seal
My Commission expires:
JOOI A.MORSE
NOTARY PUBLIC \i")/p/Ai
STATE OF COLORADO Not U
NOTARY ID 200840410Y4
fYrf aouutsvon ENfiI EE: 0H01-6
[SEAL)
-4-
BYLAWS
OF
WELD COUNTY INDUSTRIAL,PARK ASSOCIATION
These are the Bylaws of Weld County Industrial Park Association,a Colorado nonprofit corporation
(the "Association"). These Bylaws are subject to the Articles of Incorporation
e Association
(the "Articles") and the Declaration of Covenants, Conditions, and Restrictions h
for Weld County
Industrial Park as recorded in the real estate records of the Clerk and Recorder of Weld County,
Colorado(the "Declaration"). The Declaration contains provisions concerning the administration
and operation of the affected property and the Association which shall be read and followed in
connection with these Bylaws. The Articles and the Declaration shall control in case of any
inconsistency with these Bylaws.
ARTICLE I
DEFINITIONS
"Articles of incorporation"or"Articles"means the duly-filed Articles of Incorporation
for Weld County Industrial Park Association.
"Association"means Weld County Industrial Park Association,its successors and assigns.
"Board"means the duly-elected Board of Directors of the Association.
"Bylaws"means these or other duly-adopted Bylaws of the Association.
"Declarant"means Peckham Development Corporation,a Colorado corporation.
"Declaration"means the Declaration of Covenants, Conditions,and Restrictions for Weld
County Industrial Park as recorded in the real estate records of the Clerk and Recorder of Weld
County,Colorado.
"Director"means any duly-elected member of the Board.
"Lot"means each separately described and numbered commercial/industrial lot as identified
upon the recorded Plat of the Property.
"Member"means a member of the Association.
"Notice" to a Member means notice in writing either personally delivered or sent by U.S.
First Class Mail, proper postage fully prepaid, addressed to the mailing address of the Member's
Lot, or alternatively, to any other address designated in a written Notice from the Member to the
Association. If mailed, Notice shall be deemed effective three (3) business days after it is
deposited in the mail. Notice to the Association shall mean notice in writing either personally
delivered or sent U.S. First Class Mail,proper postage fully prepaid, to the mailing address of the
Secretary of the Association or of any then current member of the Board.
"Owner" means the record owner, whether one or more persons or entities, of fee title to
3985945 Pages: 1 of 19
12/23/2013 01:55 P1' R Fee:S101.00
Suva Moreno, Cl•rk and Recorder, Weld County, CO
VIII Mr.rr; l4l l4,' l+l!`!k?I>k':h'tth �+ittt�� Yt �1 to
any Lot as shown in the real estate records of the Clerk and Recorder for Weld County,Colorado.
"Plat" means the final recorded plat of the Property as approved by Weld County, Colorado
and recorded on , 201 at Reception No. of the real estate records
of the Clerk and Recorder of Weld County, Colorado and as such Plat may be amended from
time to time.
"Property" means that certain real property affected by the Declaration and described in
Exhibit"A"thereto.
"Rules and Regulations" means those rules and regulations adopted by the Board
concerning the use and enjoyment of the Property.
ARTICLE II
ASSOCIATION OFFICES AND POWERS
2.1 Business Offices: The principal office of the Association shall be located in
Colorado. The Association may have such other offices outside Colorado, as the Board may
designate.
2.2 Registered Office and Agent: The Registered Office and Registered Agent of the
Association shall be as set forth in the Articles,unless changed as provided by the Colorado Revised
Nonprofit Corporation Act,C.R.S. §7-121-101 et sue.(the"Act").
23 Powers: The Association shall have all powers granted by law, the Act, the
Articles, these Bylaws, and the Declaration. Except to the extent the powers are reserved to the
Members by law, the Act, the Articles, these Bylaws, or the Declaration, all such powers shall be
exercised by the Board.
ARTICLE III
MEMBERS
3.1 Members: The Members shall be as provided within the Declaration and the
Articles. Every Owner of a Lot shall automatically be a Member of the Association.
3.2 Voting by Members:
a. Special Voting Requirements of Members: Special voting requirements
for adopting Rules and Regulations, assessing special assessments, replacement, or repair of
Common.Elements, amendment of the Declaration, termination of the Declaration, and altering
the use restrictions on any Lot are contained in the Declaration.
b. Voting Rights of Members:The voting rights of the Members are set forth in the
Declaration.
c. Quorum of Members: Except as may be otherwise provided by law, the
Articles, the Bylaws, or the Declaration, the Members present in person or by proxy at any
meeting of the Members representing twenty percent (20%) of the votes in the Members, shall
constitute a quorum of the Members at that meeting.
3985943 Pages: 2 of 19
12/23/2013 01:55 PM R Fee:$101.00
Steve tloreno, Clerk and Recorder, Weld County, CO
■III 114��1�' it ti lll���;t J1F'1�)' IifliNO115hI UY4 iI II
d. Members' Manner of Acting: Except as may be otherwise provided by
law, the Articles, the Bylaws,or the Declaration, the affirmative vote of fifty-one percent(51%)of
the votes of those Members present and entitled to vote at a meeting where a quorum is in
attendance,whether in person or by proxy, shall be necessary to transact business,take actions,and
adopt decisions binding on all Members.
e. Members List: The Secretary of the Association shall prepare an
alphabetical list of the names of all the Members, and note whether they have the right to Notice of
meetings and to vote or whether they are currently without the right to Notice of meetings and to
vote due to their violation of the Declaration. The list shall show the mailing address and the e-mail
address of each Member and the number of votes each Member is entitled to.The Association shall
make the Members list available at all meetings of the Members, and any Member entitled to
vote at the meeting or an agent or attorney of a Member entitled to vote at the meeting is entitled
to inspect the list at any time during the meeting or any adjournment of the meeting.
3.3 Annual Meetings of Members: The annual meetings of the Members for the
ratification of the Association's annual budget, election of Directors, and for the transaction of
other business shall be held each year in the first week of the month of , beginning
in 2013. If the election of Directors shall not be held in the week designated herein for any
annual meeting of the Members, or at any adjournment thereof,the Board shalt cause the election
of Directors to subsequently be held at a special meeting of the Members.
3.4 Special Meetings of Members: A special meeting of the Members may be called
at any time by the Board, the President, or upon the written request specifically stating the purpose
or purposes for which the special meeting is to be held signed and dated by Members holding at
least ten percent (10%) of all the votes entitled pursuant to the Bylaws to be cast on any issue
proposed to be considered at the special meeting. Notice of any special meeting must include a
complete description of the purpose or purposes of the meeting. Only business within the
purpose or purposes described in the Notice of the special meeting may be conducted at a special
meeting of the Members. Special meetings of the Members may be held in or out of this state at
the place stated in, or fixed in accordance with, a resolution of the Board. If no place is so stated
or fixed,special meetings shall be held at the nonprofit corporation's principal office.
3.5 Notices of Members'Meetings:
a. Annual and Special Meetings: Written Notice of the place, date, and time
of each annual or special meeting of the Members shall be given no fewer than ten (10) days, or
if Notice is mailed by other than U.S. First Class or Registered Mail, no fewer than thirty (30)
days,nor more than sixty(60)days before the meeting date,and if Notice is given by newspaper,
as provided in C.R.S. § 7-121-402(2), the Notice must be published five (5) separate times with
the first such publication no more than sixty (60) days, and the last such publication no fewer
than ten (10) days, before the meeting date. Every Member is individually responsible for
furnishing the Secretary of the Association with Notice of the Member's mailing address if the
Member's mailing address is other than the address of the Member's Lot. Notice of an annual or
special meeting of the Members must include a description of a conflicting interest transaction,
an indemnification of a Director, an amendment of the Articles, an Amendment of the Bylaws,
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an amendment of the Declaration, a merger or conversion of the Association, a sale of
Association property, a budget change, a removal of a director or an officer, and/or a dissolution
of the Association,if the Members'approval of any such matter is to be sought at such meeting.
b. Adjourned Meetings: When a meeting is adjourned to another time or
place, so long as the adjournment is for thirty (30) days or less, and so long as the Members
entitled to vote as of the original meeting date in the Notice remain the same as the Members
entitled to vote as of the date of adjournment,Notice need not be given of the adjourned meeting if
the time and place of such meeting are announced at the meeting at which adjournment is taken.At
the adjourned meeting, the Association may transact any business which it was entitled to have
transacted at the original meeting.
3.6 Waivers of Notices by Members.
a. Written Waivers: A Member may waive any Notice required by law or
by the Bylaws, whether before or after the date or time stated in the Notice as the date or time
when any action will occur or has occurred. The waiver shall be in writing, be signed by the
Member entitled to the Notice,and be delivered to the Secretary of the Association for inclusion
in the minutes of the meetig or filing within the Association's corporate records, but such
delivery and filing shall not be conditions of the effectiveness of the waiver.
b. Waivers by Attendance at Meetings: A Member's attendance at a
meeting:
(1) Waives objection to lack of Notice or defective Notice of the meeting,
unless the Member,at the beginning of the meeting,objects to holding the meeting or transacting
business at the meeting because of lack of Notice or defective Notice;and
(2) Waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting Notice, unless the Member
objects to considering the matter when it is presented at the meeting.
3.7 Place of Members' Meetings: Meetings of the Members shall be held in or out of
the State of Colorado at such place or places as may be determined by the Board and as designated
in the Notices of the meetings.
3.8 Member's Meeting by Telecommunication: Any or all of the Members may
participate in an annual or special meeting of the Members by,or the meeting may be conducted
through the use of, any means of communication by which all persons participating in the
meeting may hear each other during the meeting. A Member participating in a meeting by this
means is deemed to be present in person at the meeting.
3.9 Members' Action Without Meeting: Any action required or permitted at a meeting
of the Members may be taken without a meeting if a consent in writing, setting forth the action so
taken is unanimously signed by all the Members entitled to vote on the action as of its effective date.
Such written consent shall have the same force and effect as a unanimous vote of the Members,
and may be stated as such in any document. No action taken pursuant to this Section shall be
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effective unless writings describing and consenting to the action, signed by all of the Members
entitled to vote on the action as of the effective date and not timely revoked are received by the
Association within sixty (60) days after the date the earliest dated writing describing and
consenting to the action is received from a Member by the Association. Any such writing may
be received by the Secretary by electronically transmitted facsimile or other form of wire or
wireless communication providing the Association with a complete copy thereof, including a
copy of the date thereof and the signature thereto. Action taken pursuant to this Section shall be
effective when the last Member's writing necessary to effect the action is received by the
Secretary of the Association, unless the writings describing and consenting to the action state a
different effective date. Any Member who has signed a writing describing and consenting to
action taken pursuant to this Section may revoke such consent by a writing signed and dated by
the Member describing the action and stating that the Member's prior consent thereto is revoked,
if such writing is received by the Secretary of the Association before the last Member's writing
necessary to effect the action is received by the Secretary. All signed written instruments
necessary for any action taken pursuant to this Section, or for revocation of a prior consent to
any such action, shall be filed with the minutes of the meetings of the Members.
3.10 Calling Members' Meetings to Order: The President or Vice President shall
call meetings of the Members to order and act as chairperson of such meetings. In the absence of
said officers, any Member or proxy entitled to vote thereat may call the meeting to order and a
chairperson shall be elected for the meeting. In the absence of the Secretary of the Association, any
person appointed by the chairperson of the meeting shall act as secretary of such meeting.
3.11 Order of Business at Members'Meetings: The order of business at all meetings
of the Members shall be generally as follows:
a. Roll call to determine whether a quorum exists.
b. Proof of Notice of the meeting or waiver of such Notice.
c. Reading the unapproved minutes of previous meetings and the taking of
necessary action thereon.
d. Reports of officers.
e. Reports of committees.
f. Election of Directors.
g. Unfinished business.
h. New business.
i. Adjournment.
3.12 Rules of Order at Members' Meetings: All meetings of the Members shall be
governed by Robert's Rules of Order, except where such Rules are in conflict with the Bylaws,
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in which case the Bylaws shall govern.
ARTICLE IV
BOARD OF DIRECTORS
4.1 General Powers: Except as otherwise provided in the Act or other applicable law,
the Declaration, the Articles, or the Bylaws, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Association managed under the direction of,
the Board of Directors. The Board may not act on behalf of the Association to amend or terminate
the Declaration, or to elect or determine the qualifications, powers, duties, or terms of office of
Directors, but the Board may increase or decrease the number of Directors and fill vacant
directorships for the balance of any term,both as provided herein.
4.2 Number, Selection, and Tenure: The initial Board shall consist of three (3)
persons as provided within the Articles of Incorporation,or if not so provided in the Articles,then as
appointed by the Declarant. Directors shall thereafter be elected at each annual meeting and shall
hold office until the next succeeding annual meeting of the Members and thereafter until the
Director's successor is elected and qualifies. Directors may be elected for successive terms. A
Director appointed by the Declarant shall serve until removed by the Declarant or until the Director's
successor is elected and qualifies as provided above. Directors need not be Members of the
Association. The number of Directors may be increased or decreased by the Board or the voting
Members to a maximum of five (5) or a minimum of three (3), so long as any decrease does not
shorten the term of an incumbent Director.
4.3 Removal of Directors: Directors appointed by the Declarant may be removed
without cause only by the Declarant. When the Declarant removes such a Director, the Declarant
shall do so by giving written Notice of the removal to the Director and to the President of the
Association. The removal of such a Director is effective when the Notice has been received by the
Director to be removed and by the President. Any Director elected by the Members may be
removed with or without cause by a vote of at least sixty-seven percent (67%) of the votes
present and entitled to vote at a meeting of Members called expressly for the purpose of removal
and whereat a quorum is present. A Director elected by the Board of Directors may be removed
with or without cause by the vote of at least fifty-one percent (51%) of the Directors then in
office;provided,however, that a Director elected by the Board of Directors to fill the vacancy of
a Director elected by the Members may be removed without cause by the voting Members, but
not by the Board of Directors.
4.4 Resignation: Any Director may resign at any time by furnishing written Notice
thereof to the President of the Association. A resignation of a Director is effective when the
Notice is received by the President,unless the Notice states a later effective date.
4.5 Vacancies: Any vacancy of a Director appointed by the Declarant shall be filled
by appointment by the Declarant. Any vacancy of an elected Director may be filled by the
affirmative vote of fifty-one percent(51%)of the remaining Directors even though that may be less
than a quorum of the Board.A Director elected to fill a vacancy shall be elected for the unexpired
term of the Director's predecessor in office. Any directorship to be filled by reason of an increase in
the number of Directors shall be filled by the affirmative vote of fifty-one percent (51%) of the
Directors then in office or by an election at an annual or special meeting of the Members called for
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that purpose. A Director elected to fill a position resulting from an increase in the number of
Directors shall hold office until the next annual meeting of Members and until the Director's
successor shall be elected and shall qualify.
4.6 Annual Meetings of Directors: Immediately following each annual meeting of the
Members and the annual election of Directors by the Members, without need of separate Notice,
the newly-elected Board shall meet for the purpose of organization,the election of officers, and the
transaction of any other business.
4.7 Regular Meetings of Directors:Regular meetings of the Board may be held at such
time and place as may be determined by the Board. Unless otherwise provided by the Act or the
Bylaws, regular meetings of the Board may be held without Notice of the date, time, place, or
purpose of the meetings.
4.8 Special Meetings of Director: Special meetings of the Board may be called by
the President on three (3) business days' Notice to each Director, either personally, by mail, by
telegram or by telephone, and shall be called by the President or Secretary in like manner and on
like Notice on the written request of any Director. The purpose of a special meeting of the Board
need not be stated in the Notice thereof.
4.9 Place of Meetings: Any meeting of the Board may be held at such place or places as
shall be determined by the Board or the President and designated in the Notice of the meeting.
4.10 Quorum and Voting Requirements: A quorum of the Directors shall consist of
fifty-one percent (51%) of the Directors in office immediately before the meeting begins, and the
vote of fifty-one percent(51%) of the Directors present at a meeting at which a quorum is present
shall be required for resolution of an action by the Board, unless the vote of a greater percentage
of Directors is required by the Act or the Bylaws. In the absence of a quorum at any meeting of
which proper Notice was given, fifty-one percent(51%) of the Directors present may adjourn the
meeting from time to time without further Notice until a quorum shall be present.
4.11 Proxies: For purposes of determining a Directors' quorum with respect to a
particular proposal, and for purposes of casting a vote for or against a particular proposal, a
Director may be deemed to be present at a meeting and to vote if the Director has granted a
signed written proxy to another Director who is present at the meeting, authorizing the other
Director to cast the vote that is directed to be cast by the written proxy with respect to the
particular proposal that is described with reasonable specificity in the proxy. Except as provided
in this Section,Directors may not vote or otherwise act by proxy.
4.12 Presumption of Assent by Attendance at a Meeting:A Director who is present at a
meeting of the Board of Directors when corporate action is taken is deemed to have assented to
all action taken at the meeting, unless:
a. The Director objects at the beginning of the meeting, or promptly upon the
Director's arrival, to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting;
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b. The Director contemporaneously requests that the Director's dissent or
abstention as to any specific action taken be entered in the minutes of the meeting; or
c. The Director causes written Notice of the Director's dissent or abstention as to
any specific action to be received by the presiding officer of the meeting before adjournment of
the meeting or by the Secretary of the meeting promptly after adjournment of the meeting.
The right of dissent or abstention pursuant to this Section as to a specific action is not available
to a Director who votes in favor of the action taken.
4.13 Rules of Order: All meetings of the Directors shall be governed by Robert's
Rules of Order, except where such Rules are in conflict with the Bylaws, in which case the
Bylaws shall govern.
4.14 Participation in Meetings by Electronic Means: Any Director may participate in
a regular or special meeting of the Board or committee by means of telephone conference or
similar communications equipment by which all Directors participating in the meeting can hear
each other at the same time. A Director participating in a meeting by this means is deemed to be
present in person at the meeting,
4.15 Calling Directors' Meetings to Order: The President shall call meetings of the
Board to order and shall preside over such meetings. In absence of the President, any Director
may call the meeting to order and a chairperson shall be elected by the Directors for that
meeting. In the absence of the Secretary and an Assistant Secretary, any person appointed by the
President or other chairperson shall act as Secretary for that meeting.
4.16 Directors' Action Without Meeting: Any action permitted at a meeting
S required or
of the Board may be taken without a meeting if a consent in writing, setting forth the action so
taken is unanimously signed by all the Directors entitled to vote on the action as of its effective date.
Such written consent shall have the same force and effect as a unanimous vote of the Directors,
and may be stated as such in any document. No action taken pursuant to this Section shall be
effective unless writings describing and consenting to the action, signed by all of the Directors
entitled to vote on the action as of the effective date and not timely revoked are received by the
Secretary of the Association within sixty (60) days after the date the earliest dated writing
describing and consenting to the action is received from a Director by the Secretary. Any such
writing may be received by the Secretary by electronically transmitted facsimile or other form of
wire or wireless communication providing the Association with a complete copy thereof,
including a copy of the date thereof and the signature thereto. Action taken pursuant to this
Section shall be effective when the last writing necessary to effect the action is received from a
Director by the Secretary of the Association,unless the writings describing and consenting to the
action state a different effective date. Any Director who has signed a writing describing and
consenting to action taken pursuant to this Section may revoke such consent by a writing signed
and dated by the Director describing the action and stating that the Director's prior consent
thereto is revoked, if such writing is received from the Director by the Secretary of the
Association before the last writing of a Director necessary to effect the action is received by the
Secretary. All signed written instruments necessary for any action taken pursuant to this Section,
or for revocation of a prior consent to any such action, shall be filed with the minutes of the
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meetings of the Board.
4.17 Waivers of Notices by Directors:
a. Written Waivers: A Director may waive any Notice of a Board meeting
before or after the time and date of the meeting stated in the Notice. Except as provided by
Subsection (b) of this Section,the waiver shall be in writing and signed by the Director entitled
to the Notice. Such waiver shall be delivered to the Secretary of the Association for filing in the
Association's corporate records, but such delivery and filing shall not be conditions of the
effectiveness of the waiver.
b. Waivers by Attendance at Meetings: A Director's attendance at or
participation in a Board meeting waives any required Notice to that Director of the meeting
unless,at the beginning of the meeting or promptly upon the Director's later arrival,the Director
objects to holding the meeting or transacting business at the meeting because of lack of Notice or
defective Notice and does not thereafter vote for or assent to action taken at the meeting. The
Director's objection shall be noted by the Secretary in the minutes of the meeting.
4.18 Directors' Standard of Conduct: Directors appointed by the Declarant are
required to exercise the care required of fiduciaries of the Members. Every Director shall
perform the Director's duties as a Director, or as the member of a committee of the Board, in
good faith, with such care as an ordinarily prudent person in a like position would exercise under
similar circumstances,and in a manner the Director reasonably believes to be in the best interests
of the Association. In performing the Director's duties, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements and other financial
data,if prepared or presented by:
a. One or more officers or employees of the Association whom the Director
reasonably believes to be reliable and competent in the matters presented;
b. Legal counsel, a public accountant, or another person as to matters the
Director reasonably believes are within such person's professional or expert competence;
c. Other persons whose position or duties in the Association, the Director
believes justify reliance and confidence and who the Director believes to be reliable and
competent in the matters presented;or
d. A committee of the Board of Directors of which the Director is not a
member, if the Director reasonably believes the committee merits confidence.
However, a Director shall not be considered to be acting in good faith if the Director has
knowledge concerning the matter in question that would cause such reliance to be unwarranted.
A Director who so performs the Director's duties shall not have any liability to the Association
or its Members by reason of being, or having been, a Director of the Association. A Director
shall be liable for the Director's gross negligence and wanton or willful acts or omissions.
4.19 Management; Delegation; Agents: Personnel: The Board may delegate its
powers and duties to individuals or legal entitles, but shall remain fully responsible therefor. The
Board may engage the services of various personnel, including a manager or managing agent, for
the purpose of the operation, maintenance, repair, and replacement of any Association property
and for other management functions.
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4.20 Executive Committees: The Board, by written resolution adopted by fifty-one
percent (51%) of the Directors, may designate one or more committees of two (2) or more
Directors,or one or more Directors along with one or more non-Director Members,either of which
shall have and may exercise all of the authority of the Board as is expressly delegated in said
resolution; provided, however, that no such committee may be delegated any authority by the
Board that is expressly prohibited by the Act. No such delegation of authority shall operate to
relieve the Board or any Director from any responsibility imposed by the Articles, Bylaws,
Declaration, the Act,or otherwise by law.
4.21 Architectural Committee: Pursuant to the Declaration, an architectural committee
shall perform all functions of the Architectural Committee in accordance with the Declaration.
4.22 Compensation of Directors: Directors may not be paid compensation;provided,
however, the Association may reimburse Directors for reasonable expenses incurred by the
Directors for attending each regular or special meeting of the Board, as determined by written
resolution of the Board. Nothing herein contained shall be construed to preclude any Director
from performing services for the Association in some other capacity and receiving compensation for
those services.
4.23 Rules and Regulations: The Board shall have the authority to adopt and enforce
any Rules and Regulations in connection with the operation of the Association and administration of
the Declaration which are not inconsistent with the Articles,the Declaration,or these Bylaws.
ARTICLE V
OFFICERS
5.1 Generally: The officers of the Association shall be a President, Secretary, Treasurer,
and one or more Vice Presidents. The Board may appoint such other officers, assistant officers,
committees and agents,as the Board may consider necestry,who shall be chosen in such manner and
hold their offices for such tertns and have such authority and duties as from time to time may be
determined by the Board. The compensation of all the officers of the Association, if any, shall be
fixed by the Board. An officer must be eighteen(18)years of age or older. One person may hold any
two offices,except that no one person may simultaneously hold the offices of President and Secretary.
The President and any Vice President must be Members. No other officers shall be required to be
Members. The appointment of an officer does not of itself create any contract rights for the
officer.
5.2 Election and Terms of Office: The officers of the Association shall be elected by
the Board annually at the first meeting of the Board held after each annual meeting of the Members.If
the election of officers is not held at such meeting, such election shall be held as soon thereafter as
conveniently possible. Each officer shall hold office until the first of the following to occur:(a)until
the officer's successor shall have been duly-elected and shall have qualified; (b) until the officer's
death; (c) until the officer's resignation; or (d) until the officer shall have been removed from
office in the manner provided below.
5.3 Resignation: An officer may resign at any time by giving written Notice of
resignation to the Association. A resignation of an officer is effective when the Notice is
received by the President of the Association, unless the Notice states a later effective date. If a
-10-
resignation is made effective at a later date, the Board of Directors may permit the officer to
remain in office until the effective date and may fill the pending vacancy before the effective
date, with the provision that the successor officer does not take office until the effective date, or
the Board of Directors may remove the officer at any time before the effective date and may fill
the resulting vacancy.
5.4 Removal: Any officer or agent may be removed by the Board at any time with or
without cause,but such removal shall be without prejudice to the contract rights,if any,of the person
so removed.Election or appointment of an officer or agent shall not in itself create contract rights
for the officer.
5.5 Vacancies: A vacancy in any office,however occurring, may be filled by the Board
for the unexpired portion of the term.
5.6 President: The President shall preside at all meetings of the Members and all
meetings of the Directors.The President or a Vice President shall execute all deeds,bills of sale,and
other instruments concerning title to the Association's real or personal property and shall prepare,
execute, certify, and record any amendments to the Declaration. The President shall see that all
orders and resolutions of the Board are carried into effect and in general shall perform all duties as
may from time to time be assigned to the President by the Board.
5.7 Vice Presidents: The Vice Presidents shall assist the President and shall perform such
duties as may be assigned to them by the President or by the Board. In the absence of the President,
the Vice President designated by the Board, or if there is no such designation, the Vice President
designated in writing by the President,shall have the powers and perform the duties of the President
during the President's absence. If no such designation has been made, all Vice Presidents may
exercise such powers and perform such duties.
5.8 Secretary: The Secretary shall: (a) keep the minutes of the meetings of the
Members, any executive committees, and the Board; (b) see that all Notices are duly given in
accordance with the provisions of these Bylaws, the Articles, the Declaration, the Act, and as
required by law;(c)be custodian of the Association's records;(d)keep at the Association's registered
office or principal place of business the Member List containing the names and addresses of all
Members and their voting status; (e) sign with the President, or a Vice President, certificates of
membership of the Association, if applicable, the issuance of which shall have been authorized by
resolution of the Board;(f)have general charge of the non-financial records of the Association;and(g)
in general,perform all duties incident to the office of Secretary and such other duties as from time to
time may be assigned to the Secretary by the President or by the Board. Assistant secretaries, if any,
shall have the same duties and powers as the Secretary,subject to supervision by the Secretary.
5.9 Treasurer: The Treasurer shall be the principal financial officer of the Association
and shall have the care and custody of all funds, securities, evidences of indebtedness, and other
personal property of the Association and shall deposit the same in accordance with the instructions
of the Board. The Treasurer shall receive and give receipts for monies paid to the Association, and
shall pay out of the funds on hand all bills, payrolls, and other proper debts of the Association of
whatever nature upon the maturity thereof.The Treasurer shall perform all other duties incident to the
office of the Treasurer and,upon request of the Board, shall make such reports to the Board as may
be required at any time. The Treasurer shall, if required by the Board, be bonded at the expense of
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the Association, in such sums and with such sureties as shall be satisfactory to the Board,
conditioned upon the faithful performance of the Treasurer's duties and for the restoration to the
Association of all Association books, papers, vouchers, money, and other property of whatever
kind in the Treasurer's possession or under Treasurer's control. The Treasurer shall have such
other powers and perform such other duties as may be from time to time prescribed by the Board or
President. The Assistant Treasurers, if any, shall have the same powers and duties as the
Treasurer,subject to the supervision of the Treasurer.
5.10 Officers' Standard of Conduct: Officers elected by a Board of Directors
controlled by the beclarant are required to exercise the care required of fiduciaries of the Members
in the performance of the officers' duties. Every Officer shall perform the officer's duties as an
officer, or as the member of a committee of the Board, in good faith, with such care as an
ordinarily prudent person in a like position would exercise under similar circumstances, and in a
manner the officer reasonably believes to be in the best interests of the Association. In
performing the officer's duties, an officer shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data, if prepared or
presented by:
a. One or more Directors, officers, or employees of the Association whom
the officer reasonably believes to be reliable and competent in the matters presented;
b. Legal counsel, a public accountant, or another person as to matters the
officer reasonably believes are within such person's professional or expert competence;or
c. Other persons whose position or duties in the Association the officer
believes justify reliance and confidence and who the officer believes to be reliable and competent
in the matters presented.
However, an officer shall not be considered to be acting in good faith if the officer has
knowledge concerning the matter in question that would cause such reliance to be unwarranted.
An officer who so performs the officer's duties shall not have any liability to the Association or
its Members by reason of being, or having been,an officer of the Association.An officer shall be
liable for the officer's gross negligence and wanton or willful acts or omissions.
ARTICLE VI
CONFLICTING INTEREST TRANSACTIONS
6.1 Definitions: As used in this Article, "conflicting interest transaction" means: A
contract, transaction, or other financial relationship between the Association and a Director of
the Association, or between the Association and "a party related to a Director" of the
Association,or between the Association and an entity in which a Director of the Association is a
director or officer or has a financial interest. A"party related to a Director"shall mean a spouse,
a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in
which the Director or a party related to a Director has a beneficial interest, or an entity in which a
party related to a Director is a director,officer,or has a financial interest.
6.2 No Loans: No loans shall be made by the Association to its Directors or officers.
Any Director or officer who assents to or participates in the making of any such loan shall be
personally liable to the Association for the amount of such loan until the repayment thereof.
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6.3 Permitted Conflicting Interest transactions: No conflicting interest transaction
shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other
sanctions in a proceeding by a Member or by or in the right of the Association, solely because
the conflicting interest transaction involves a Director of the Association or a party related to a
Director of the Association, or an entity in which a Director of the Association is a director or
officer or has a financial interest, or solely because the Director of the Association is present at,
or participates in,the meeting of the Association's Board of Directors or of the committee of the
Board of Directors that authorizes, approves, or ratifies the conflicting interest transaction, or
solely because the Director's vote is counted for such purpose if:
a. Disclosure to Board: The material facts as to the Director's relationship
or interest and as to the conflicting interest transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good faith authorizes,
approves, or ratifies the conflicting interest transaction by the affirmative vote of fifty-one
percent(51%)of the disinterested Directors, even though the disinterested Directors may be less
than a quorum;or
b. Disclosure to Members: The material facts as to the Director's
relationship or interest and as to the conflicting interest transaction are disclosed or are known to
the Members entitled to vote thereon, and the conflicting interest transaction is specifically
authorized, approved, or ratified in good faith by a vote of the Members entitled to vote thereon;
or
c. Fairness to Association: The conflicting interest transaction is fair as to
the Association.
6.4 Determination of a Ouorum and Approval: Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes,approves,or ratifies the conflicting interest transaction.
ARTICLE VII
INDEMNIFICATIONS
7.1 Indemnifications: The Association shall indemnify, to the fullest extent
permitted by law,any Director,officer, agent,fiduciary, or employee of the Association against any
claim, liability, or expense arising against or incurred by such person as result of actions
reasonably taken by such person in such capacity on behalf of, or at the direction of, the
Association,and the Association may maintain insurance providing for such indemnification. The
Association may, as determined by the Board, up to the maximum extent permitted by law,
indemnify such other persons against other claims, liabilities, or expenses arising against or
incurred by them in any other circumstances.
7.2 Advance of Expenses: The Association may pay for or reimburse the reasonable
expenses(including,but not limited to,attorneys' fees and costs) incurred by a Director,officer,
employee, fiduciary, or agent who is a party to a proceeding (i.e., any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
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Steve Moreno, Clerk and Recorder, Weld County. CO
■III firArtri<+%tiVANt 1J &it III
•
and whether formal or informal)in advance of final disposition of the proceeding if
a. The Director, officer, employee, fiduciary, or agent furnishes to the
Association a written affirmation of the Director's, officer's, employee's, fiduciary's, or agent's
good faith belief that the Director, officer, employee, fiduciary, or agent has met the standard of
conduct required of the Director, officer, employee, fiduciary, or agent by the Bylaws, the Act,
and the law;
b. The Director, officer, employee, fiduciary, or agent furnishes to the
Association a written undertaking, executed personally or on the Director's, officer's,
employee's,fiduciary's, or agent's behalf,to repay the advance if it is ultimately determined that
the Director,officer,employee, fiduciary,or agent did not meet the standard of conduct;and
c. A determination is made that the facts then known to those making the
determination would not preclude indemnification under this Article.
7.3 Required Undertaking: The undertaking required by this Article shall be an
unlimited general obligation of the Director, officer, employee, fiduciary, or agent, but need not
be secured and may be accepted without reference to financial ability to make repayment.
7.4 Authorizations of Payments: Determinations and authorizations of payments to
or for Directors,officers, employees,fiduciaries, or agents under this Article shall be made in the
manner specified in Act.
7.5 Notice to Members: If the Association indemnifies or advances expenses to or
for a Director, officer, employee, fiduciary, or agent under this Article in connection with a
proceeding by or in the right of the Association, the Association shall give written Notice of the
indemnification or advance to the voting Members of the Association with or before the Notice
of the next voting Members' meeting. If the next voting Member action is taken without a
meeting at the instigation of the Board of Directors, such Notice shall be given to the voting
Members at or before the time the first voting Member signs a writing consenting to such action.
ARTICLE VIII
INSURANCE
8.1 Generally: The Association shall obtain and maintain all insurance as required,
and may obtain and maintain any insurance permitted, by the Declaration. In addition, by action of
the Board,notwithstanding any interest of the Directors in the action, the Association may purchase
and maintain insurance, in such amounts as the Board deems appropriate, on behalf of any person
who is or was a Director, officer, employee, fiduciary, or agent of the Association against any
liability asserted against the Director, officer, employee, fiduciary, or agent and incurred by the
Director,officer, employee,fiduciary,or agent in any such capacity or arising out of the Director's,
officer's, employee's, fiduciary's, or agent's status as such, whether or not the Association would
have the power to indemnify the Director,officer,employee,fiduciary,or agent against such liability
under the provisions of the Act.
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Steve Moreno, Clerk and Recorder, Weld County. CO
ARTICLE IX
FISCAL MANAGEMENT
9.1 Budgeting and Assessments:An annual Proposed Budget shall be adopted by the
Board and ratified by the Members and assessments determined and levied as provided within the
Declaration. All rights, limitations, obligations, and other matters related to assessments shall be
as provided within the Declaration.
9.2 Assessment Book: An assessment book shall be maintained by the Association in
which there shall be an account for each Lot in the Association. Such account shall designate the
names)and address(es)of the Owner(s)of the Lot;the amount of each assessment against the Lot;
the dates on which any assessments against the Lot were, or will next be, due; the amounts of
assessments paid upon the Lot's account; and the balance due upon all assessments against the
Lot,if any.
9.3 Records of Receipts and Expenditures; Other Finical Information: The
Association shall keep detailed, accurate records of the receipts, expenditures, and other financial
information of the Association,which records shall be available for examination by the Members
at reasonable hours at the Association's offices,
9.4 Statements of Account: The Association shall furnish a written statement to any
Member or the Member's designee, or to any holder of a security interest in a Lot or its designee,
upon written request, delivered personally or by U.S. Certified Mail, Return Receipt Requested,
proper postage fully prepaid,setting forth unpaid assessments currently levied against such Owner's
or security interest holder's Lot. The statement shall be furnished within fourteen (14) business
days after receipt of the request by the Association and shall be binding upon the Association,the
Board, and every Owner. If no statement is timely furnished when properly requested, the
Association shall have no right to assert against the requesting party any lien upon the Lot for
unpaid assessments due as of the date of the request.
9.5 Annual Report:An annual report of the Association shall be prepared for each fiscal
year of the Association, either by the Board,the officers, or their designated agent, and a copy of
the annual report shall be furnished to each Member at or before the next annual meeting following
the relevant fiscal year. Such report shall set forth in sufficient detail all receipts and
expenditures of the Association.
9.6 Surplus Funds: Any surplus funds of the Association after payment of or provision
for Common Expenses may,at the reasonable discretion of the Board,either be paid to the Owners
in proportion to their relative assessments paid during the preceding assessment period, or
credited to them in such proportions in satisfaction of past,present,or future assessments.
9.7 Fiscal Year: The fiscal year of the Association shall be the calendar year, unless
otherwise established by the Board.
ARTICLE X
AMENDMENTS OF THE ARTICLES AND BYLAWS
The Board of Directors and/or the Members may amend the Articles of Incorporation
and/or the Bylaws in accordance with the Act.
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Steve Moreno. Clerk and Recorder. Weld County CO
SIN f rdR'I Oil..51441 NI§ ), AID,IVNittid IIII III
CERTIFICATE
The undersigned,a President of the Association attests that the foregoing Bylaws constitute
a true and complete copy of the Bylaws of said Association as initially adopted by the Board of
Directors and presently in full force and effect.
IN WITNESS WHEREOF,the undersigned has duly-signed this Certificate.
DATED: I( ,201.1.
President
STATE OF COLORADO )
ss.
COUNTY OF LUtlA n
The above and forgoing instrument was acknowledged before me this it 6 day of
its _, 2013 by MARKS. Gp v iiJ , as President of WELD COUNTY
INDUSTRIAL PARK ASSOCIATION,a Colorado corporation.
WITNESS my hand and official seal.
My commission expires: 1.13. 2014
My License Number: 2010401 g l 34
L.+
Notary lie
[SEAL]
KATHRvN L.HERDER
NOTARY PWUC
STATE OF COLORADO
NOTARY ID 20104018139
3983945 Pages: 16 of 19COMMESION 0711$24N4
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Steve Moreno. Clerk and Recorder, Weld County, CO
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Exhibit A
Legal Description
Lot B of Recorded Exemption No. 1057-23-2-RECX12-0056,being a part of the W 1!Z of Section
23,Township 4 North, Range 66 West,of the 6t'P.M.,County of Weld, State of Colorado.
3985945 Pages: 19 of 19
12/23/2013 01:55 PM R Fee_=101.00
Steve Moreno Clerk and Recorder, Weld County, CO
an KAT ++N:AV.�'!�"a ?ld1tiINIO�IMii Ii Ill
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