ARTICLE IV - Directors
Section 1. Number. The number of initial Directors of the Association shall be one, or such number as the Declarant may prescribe prior to the Transfer of Control Date. After that Transfer of Control Date, the number of Directors shall be increased to five, and thereafter the number of Directors shall be as determined by resolution of the Board of Directors from time to time, but not more than five. Except for representatives of the Declarant who may be Directors, all Directors must be members of the Association. Director shall be elected by-annually.
Section 2. Term of Office. The term of office for each of the Directors shall be two years, and thereafter until his successors have been elected.
Section 3. Duties of Directors. The Board of Directors shall have the control and general management of the affairs and business of the Association. Such Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Colorado.
Section 4. Directors' Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the members, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon the written request of two (2) Directors.
Section 5. Notice of Meetings. Notice of meetings other than the regular annual meeting shall be given by service upon each Director in person or by mailing to him at his last known post office address, at least two (2) days before the date therein designated for such meeting, including the day of mailing, or a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting, and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors is present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.
Section 6. Quorum. At any meeting of the Board of Directors, one Directors shall constitute a quorum until such time as the number of Directors shall have been increased, at which time a majority of the Directors shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, not more than ten (10) days later.
Section 7. Voting. At all meetings of the Board of Directors, each Director is entitled to one vote.
Section 8. Resignation of Directors. Any Directors shall be entitled to resign their position on the Board of Directors at any time upon delivery of not less than thirty (30) days prior written notice of such intent to resign.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his 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 a majority of the Directors then in office or by an election at an annual meeting or at a special meeting of members called for that purpose. A Director chosen 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 his successor has been elected and shall qualify.
Section 10. Removal of Directors. At such time as the members of the Association are entitled to vote pursuant to the terms of the Declaration, any one or more of the Directors may be removed either with or without cause, at any time by a vote of the members representing fifty-one percent (51%) of the total membership at any special meeting called for that purpose. Such right is subject to Article II, Section 3 above and the Declaration. Until such time as the members of the Association are entitled to vote pursuant to the terms of the Declaration, the Declarant may appoint or remove Directors in its discretion in accordance with the terms of the Declaration.
Section 2. Term of Office. The term of office for each of the Directors shall be two years, and thereafter until his successors have been elected.
Section 3. Duties of Directors. The Board of Directors shall have the control and general management of the affairs and business of the Association. Such Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Colorado.
Section 4. Directors' Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the members, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon the written request of two (2) Directors.
Section 5. Notice of Meetings. Notice of meetings other than the regular annual meeting shall be given by service upon each Director in person or by mailing to him at his last known post office address, at least two (2) days before the date therein designated for such meeting, including the day of mailing, or a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting, and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors is present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.
Section 6. Quorum. At any meeting of the Board of Directors, one Directors shall constitute a quorum until such time as the number of Directors shall have been increased, at which time a majority of the Directors shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, not more than ten (10) days later.
Section 7. Voting. At all meetings of the Board of Directors, each Director is entitled to one vote.
Section 8. Resignation of Directors. Any Directors shall be entitled to resign their position on the Board of Directors at any time upon delivery of not less than thirty (30) days prior written notice of such intent to resign.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his 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 a majority of the Directors then in office or by an election at an annual meeting or at a special meeting of members called for that purpose. A Director chosen 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 his successor has been elected and shall qualify.
Section 10. Removal of Directors. At such time as the members of the Association are entitled to vote pursuant to the terms of the Declaration, any one or more of the Directors may be removed either with or without cause, at any time by a vote of the members representing fifty-one percent (51%) of the total membership at any special meeting called for that purpose. Such right is subject to Article II, Section 3 above and the Declaration. Until such time as the members of the Association are entitled to vote pursuant to the terms of the Declaration, the Declarant may appoint or remove Directors in its discretion in accordance with the terms of the Declaration.
