ARTICLE 5 --- ASSOCIATION OPERATION
Section 5.1 Association Structure. The Association has been formed as a Colorado corporation under the Colorado Nonprofit Corporation Act. The Association shall have the duties, powers and rights set forth in the Association Documents. As more specifically set forth hereinafter, the Association shall have a Board of Directors to manage its affairs. The Board of Directors shall be elected by its Members; provided, however, the Declarant shall have the sole right to appoint the Members of the Board of Directors for the period of time provided in Section 5.5.
Section 5.2 Board of Directors. The affairs of the Association shall be managed by a Board of Directors. The number, terms and qualifications of the members of the Board of Directors shall be fixed in the Articles of Incorporation and Bylaws of the Association. The Board of Directors may, by resolution, delegate portions of its authority to an executive committee or to other committees, to officers of the Association or to agents and employees of the Association, but such delegation of authority shall not relieve the Board of Directors of the ultimate responsibility for the management of the affairs of the Association. Action by or on behalf of the Association may be taken by the Board of Directors or any duly authorized committee, officer, agent or employee without a vote of Members, except as otherwise specifically provided in this Declaration or by Colorado law. All lawful decisions, agreements and undertakings by the Board, or its authorized representatives, shall be binding upon all Members, Owners, Related users and other Persons.
Section 5.3 Membership in Community Association. Each Owner shall be a Member of the Association. An Owner shall automatically be the holder of the membership appurtenant to such Owner’s Lot, and the membership shall automatically pass with fee simple title to the Lot. Declarant shall hold one membership in the Association for each Lot owned by Declarant. Membership in the Association shall not be assignable separate and apart from fee simple title to a Lot, except that an Owner may assign some or all of the Owner’s rights as an Owner and as Member of the Association to a contract purchaser, tenant or First Mortgagee, and may arrange for such Person to perform some or all of such Owner’s obligations as provided in this Declaration, but no such delegation or assignment shall relieve an Owner from the responsibility for fulfillment of the obligations of Owner under the Association Documents.
Section 5.4 Voting Rights of Members. The Declarant shall be the only Member entitled to vote until the Transfer of Control Date (see Section 5.5, below). At such time, Members shall have the right to cast votes for the election of Board of Directors and on such other matters to be voted on by the Members, as provided in the Association Documents. One vote is allocated to each Lot and Members and Declarant shall have one vote for each Lot owned. Voting rights and procedures may be further defined in the Articles and Bylaws of the Association.
Section 5.5 Declarant’s Reserved Right to Appoint. Notwithstanding any contrary provision, the Declarant hereby reserves the right to appoint all of the Members of the Board of Directors, at all times subsequent to the date of recordation of this Declaration, which right shall terminate upon the occurrence of the first of the following events:
(a) by written notice from the Declarant to the President or Secretary of the Association of the Declarant’s intent to terminate its right to appoint the majority of the members of the Board of Directors, or (b) upon that date which is sixty days after seventy-five percent (75%) of all Lots within the Property have been sold to Owners other than Declarant.
Such date shall be referred to as the “Transfer of Control Date.”
Section 5.2 Board of Directors. The affairs of the Association shall be managed by a Board of Directors. The number, terms and qualifications of the members of the Board of Directors shall be fixed in the Articles of Incorporation and Bylaws of the Association. The Board of Directors may, by resolution, delegate portions of its authority to an executive committee or to other committees, to officers of the Association or to agents and employees of the Association, but such delegation of authority shall not relieve the Board of Directors of the ultimate responsibility for the management of the affairs of the Association. Action by or on behalf of the Association may be taken by the Board of Directors or any duly authorized committee, officer, agent or employee without a vote of Members, except as otherwise specifically provided in this Declaration or by Colorado law. All lawful decisions, agreements and undertakings by the Board, or its authorized representatives, shall be binding upon all Members, Owners, Related users and other Persons.
Section 5.3 Membership in Community Association. Each Owner shall be a Member of the Association. An Owner shall automatically be the holder of the membership appurtenant to such Owner’s Lot, and the membership shall automatically pass with fee simple title to the Lot. Declarant shall hold one membership in the Association for each Lot owned by Declarant. Membership in the Association shall not be assignable separate and apart from fee simple title to a Lot, except that an Owner may assign some or all of the Owner’s rights as an Owner and as Member of the Association to a contract purchaser, tenant or First Mortgagee, and may arrange for such Person to perform some or all of such Owner’s obligations as provided in this Declaration, but no such delegation or assignment shall relieve an Owner from the responsibility for fulfillment of the obligations of Owner under the Association Documents.
Section 5.4 Voting Rights of Members. The Declarant shall be the only Member entitled to vote until the Transfer of Control Date (see Section 5.5, below). At such time, Members shall have the right to cast votes for the election of Board of Directors and on such other matters to be voted on by the Members, as provided in the Association Documents. One vote is allocated to each Lot and Members and Declarant shall have one vote for each Lot owned. Voting rights and procedures may be further defined in the Articles and Bylaws of the Association.
Section 5.5 Declarant’s Reserved Right to Appoint. Notwithstanding any contrary provision, the Declarant hereby reserves the right to appoint all of the Members of the Board of Directors, at all times subsequent to the date of recordation of this Declaration, which right shall terminate upon the occurrence of the first of the following events:
(a) by written notice from the Declarant to the President or Secretary of the Association of the Declarant’s intent to terminate its right to appoint the majority of the members of the Board of Directors, or (b) upon that date which is sixty days after seventy-five percent (75%) of all Lots within the Property have been sold to Owners other than Declarant.
Such date shall be referred to as the “Transfer of Control Date.”
