HomeMy WebLinkAbout12_STAGE_ROAD_DESIGN_ASSOCIATION12.1Stage Road Design Association
stage road design association
section
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12.2 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Contents
Declaration of Covenants...................12.3
Articles of Incorporation......................12.23
Bylaws................................................12.27
Introduction
The Stage Road Design Association provides
design control for the entire project, including
the 12 new free market residential lots, the
ranch buildings, the ranch manager’s lot and
the cultural use area.
12.3Stage Road Design Association
Recording Requested By, And
When Recorded Mail To:
Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
112 North 1st Street, Suite C
Aspen, Colorado 81611
Attn: J. Bart Johnson, Esq.
Declaration of
Architectural Restrictions
for
Stage Road Planned Unit Development/Subdivision
12.4 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
Page
i
1 Recitals..................................................................................................................................1
1.1 Property....................................................................................................................1
1.2 General Purpose ......................................................................................................1
1.3 CCIOA Exemption....................................................................................................1
2 Declaration.............................................................................................................................1
3 Definitions..............................................................................................................................1
3.1 Defined Terms..........................................................................................................1
4 The Association.....................................................................................................................4
4.1 Organization .............................................................................................................4
4.2 Membership..............................................................................................................4
4.3 Allocation of Votes....................................................................................................4
4.4 Co-Owners ...............................................................................................................4
4.5 Powers and Authority ...............................................................................................4
5 The ACC................................................................................................................................5
5.1 The ACC...................................................................................................................5
5.2 Number of and Qualifications for ACC Members.....................................................5
5.3 Appointment and Election.........................................................................................6
5.4 Term .........................................................................................................................6
5.5 Removal....................................................................................................................6
5.6 Officers .....................................................................................................................6
5.7 Compensation and Out-Of-Pocket Expenses ..........................................................6
5.8 Voting; Quorum ........................................................................................................6
6 Design Control.......................................................................................................................7
6.1 Approval Required....................................................................................................7
6.2 Consultants...............................................................................................................7
6.3 Schedule of Fees and Security Deposits .................................................................7
6.4 Design Guidelines ....................................................................................................7
6.5 Review Process........................................................................................................8
6.6 Review Standards ....................................................................................................8
6.7 Scope of Review.......................................................................................................8
6.8 Height and Floor Area Limitations............................................................................8
6.9 Maroon Creek Viewplane.........................................................................................8
6.10 Licensed Architects and Engineers..........................................................................9
12.5Stage Road Design Association
Table of Contents
Page
ii
6.11 Estoppel Certificates.................................................................................................9
6.12 Construction Activity Mitigation ................................................................................9
6.13 Monitoring.................................................................................................................9
6.14 Liability......................................................................................................................9
6.15 Indemnification .......................................................................................................10
7 Enforcement ........................................................................................................................10
7.1 Compliance by Owners ..........................................................................................10
7.2 Fines, Costs and Fees of Enforcement ..................................................................10
7.3 Cumulative Remedies ............................................................................................10
7.4 No Waiver...............................................................................................................11
8 Assessments .......................................................................................................................11
8.1 Creation of Assessments........................................................................................11
8.2 Common Assessments...........................................................................................11
8.3 Reimbursement Assessments................................................................................11
8.4 Owners’ Obligations for Assessments....................................................................12
8.5 Late Charges and Interest......................................................................................12
8.6 Lien for Assessments.............................................................................................12
9 Amendment and Assignment ..............................................................................................13
9.1 Amendment of Declaration by Declarant................................................................13
9.2 Amendment of Declaration by Members................................................................13
9.3 Effectiveness of Amendment..................................................................................13
9.4 Assignment of Declarant’s Rights and Duties........................................................13
10 Miscellaneous......................................................................................................................14
10.1 Term .......................................................................................................................14
10.2 Interpretation ..........................................................................................................14
10.3 Governing Law .......................................................................................................14
10.4 Severability.............................................................................................................14
10.5 Number and Gender...............................................................................................14
10.6 Captions for Convenience......................................................................................14
12.6 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 1
Planned Unit Development/Subdivision
Declaration of Architectural Restrictions for Stage Road
Planned Unit Development/Subdivision
THIS DECLARATION OF ARCHITECTURAL RESTRICTIONS FOR STAGE ROAD PLANNED
UNIT DEVELOPMENT/SUBDIVISION is made as of the ____ day of ____________, 200__, by
BAR/X RANCH LLC, a Colorado limited liability company.
1 Recitals
1.1 Property. Declarant is the owner in fee simple of the Property.
1.2 General Purpose. Declarant desires to subject the Property to the covenants,
conditions and restrictions set forth in this Declaration to establish architectural and design
standards governing development of the Property and provide a means to enforce such
standards.
1.3 CCIOA Exemption. Pursuant to the limitations contained in Section 8.2.3, the
Colorado Common Interest Ownership Act, C.R.S. § 38-33.3-101 et seq., does not and
shall not apply to this Declaration or the Association.
2 Declaration
Declarant hereby declares that the Property shall be owned, conveyed, encumbered, leased,
improved, used, occupied and enjoyed subject to this Declaration. This Declaration shall: (i) run
with the Property at law; (ii) bind all persons and entities having or acquiring any interest in the
Property or any part thereof; (iii) inure to the benefit of and be binding upon every part of the
Property and every interest therein; and (iv) inure to the benefit of, be binding upon, and be
enforceable by Declarant and the Association. Notwithstanding the fact that as of the date of this
Declaration, Declarant is the owner of all of the Property, Declarant does not intend for such
ownership to result in, and such ownership shall not result in, the merger and/or termination of any
of the covenants, conditions or restrictions created by this Declaration.
3 Definitions
3.1 Defined Terms. The following terms shall have the meanings given below:
ACC: Is defined in Section 5.1.
ACC Member: Is defined in Section 5.1.
Allocation Percentage: For each Lot, a percentage derived from a fraction, the
numerator of which is the number of votes allocated to the Lot pursuant to Section 4.3 and the
denominator of which is the total number of votes allocated to all of the Lots within the Property
pursuant to Section 4.3 .
Application: Is defined in Section 6.1.
Articles: The Articles of Incorporation of the Association, as the same may be
amended from time to time.
12.7Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 2
Planned Unit Development/Subdivision
Assessments: Reimbursement Assessments and Common Assessments.
Association: Stage Road Design Association, a Colorado nonprofit corporation, its
successors and assigns.
Buildings: Any permanent structures, or portion of a structure, built for the shelter
or enclosure of human beings or property of any kind, but excluding fences and walls.
Bylaws: The Bylaws of the Association, as the same may be amended from time
to time.
City: The City of Aspen, a municipal corporation of the State of Colorado.
Common Assessments: Is defined in Section 8.2.
Common Expenses: All costs and expenses incurred by the Association in the
course of performing its duties and exercising its rights under this Declaration and enforcing the
provisions of this Declaration, the Articles, the Bylaws and the Design Guidelines. Common
Expenses shall not include any expenses of the Association that are recovered by the Association
through the imposition of Application fees pursuant to this Declaration. Except in unusual or
unanticipated circumstances, it is anticipated and intended that the operating costs of the
Association will be covered in total by the revenue generated by the imposition of Application fees.
Declarant: BAR/X Ranch LLC, a Colorado limited liability company, and any
successor or assign of all or any portion of the rights of Declarant under this Declaration pursuant to
Section 9.4.
Declarant Control Period: That period of time beginning as of the date this
Declaration is Recorded and ending on the sooner to occur of the following: (1) the 30th day
following the date by which Declarant has conveyed all of the Lots owned by Declarant to Owners
other than Declarant, provided that if Declarant makes a total assignment of its rights and powers as
Declarant pursuant to Section 9.4 in connection with a sale of all of Declarant’s interest in the
Property, then the assignee of such rights and powers shall be considered “Declarant” under this
clause and the Declarant Control Period shall not expire by reason of such sale of all Declarant’s
interest in the Property pursuant to Section 9.4; or (2) the date on which Declarant, in its sole
discretion, voluntarily terminates the Declarant Control Period pursuant to a statement of such
termination Recorded and signed by Declarant and acknowledged in the manner of a deed under
Colorado law.
Declaration: This document, together with the exhibits attached hereto, as
amended from time to time.
Design Guidelines: Is defined in Section 6.5.
Development: Any site preparation; landscaping; earthmoving; excavation;
construction; sign or signboard erection or alteration; construction, exterior change, modification,
alteration, substitution or enlargement of any Building; paving; fencing; wall construction; or
otherwise the making, alteration, addition or removal of any improvements of any kind or nature to
any portion of the Property or the Buildings or structures thereon.
Fathering Parcel: The Lot depicted and identified as “Lot F” on the Plat.
12.8 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 3
Planned Unit Development/Subdivision
First Mortgage: A Recorded bona fide Mortgage which has first and paramount
priority under applicable law with respect to the portion of the Property encumbered by it that is not
used or made in an attempt to avoid the terms of this Declaration
First Mortgagee: A Mortgagee which takes, owns or holds a First Mortgage.
Lot: Each lot within the Property established by and depicted on the Plat, including,
but not limited to the Fathering Parcel.
Member: A member of the Association. The term “Membership” refers to the
status of, and the rights and obligations associated with, being a Member.
Mortgage: Any mortgage, deed of trust or other document pledging any portion of
the Property as security for payment of a debt or obligation.
Mortgagee: Any individual, corporation, partnership, trust, company, association or
other legal entity which takes, owns, holds or receives a Mortgage.
Owner: Every individual, firm, corporation, partnership, limited liability company or
partnership, association or other legal entity, or any combination thereof, holding fee simple title of
Record to any Lot from time to time. The term “Owner” shall not include any Mortgagee (unless and
until such Mortgagee becomes the holder of fee simple title of Record to a Lot), the contract
purchaser or vendee under any installment sale contract, or the contract purchaser under any other
executory contracts for purchase and sale of the Lot.
Plat: The subdivision plat for the Stage Road Subdivision as approved by the City
and Recorded at Reception No. __________ on __________, 2003, as it may be amended and/or
supplemented from time to time.
Property: The real property described on Exhibit A attached hereto.
PUD: The final PUD development plan for the Property, as approved by the City
and Recorded at Reception No. __________ on __________, 2003, including all tables, guides,
plans, exhibits and maps attached thereto and/or incorporated therein, as it may be amended
and/or supplemented from time to time.
Record: To record in the official real property records maintained by the clerk and
recorder of Pitkin County, Colorado; the phrase “of Record” means having been recorded in such
real property records.
Reimbursement Assessments: Is defined in Section 8.3.
Site Plan: Complete plans and specifications for Development proposed on a Lot
showing the location of all existing and proposed Buildings and other improvements and such other
items or matters as may be required by the ACC pursuant to this Declaration and the Design
Guidelines.
4 The Association
4.1 Organization. The Association is or shall be a non-profit Colorado corporation
created for the purpose of regulating Development on the Property pursuant to this
12.9Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 4
Planned Unit Development/Subdivision
Declaration, the Design Guidelines, the Articles and the Bylaws. Neither the Articles, the
Bylaws nor the Design Guidelines promulgated by the ACC shall for any reason be
amended or otherwise changed or interpreted so as to be inconsistent with this Declaration.
In the case of any conflict between this Declaration and the Articles, the Bylaws or the
Design Guidelines, this Declaration shall control.
4.2 Membership. Each Owner shall become a Member of the Association upon
becoming an Owner, and shall remain a Member so long as such person or entity is an
Owner. If any Lot is owned jointly by two or more co-Owners, all co-Owners shall be
Members. Membership in the Association shall automatically terminate when a person or
entity ceases to be an Owner, whether through sale, intestate succession, testamentary
disposition, foreclosure or otherwise. The Association shall recognize a new Owner as a
Member upon presentation of satisfactory evidence of Record of the sale, transfer,
succession, disposition, foreclosure or other transfer of a Lot to such Owner. Membership
in the Association may not be transferred, pledged or alienated in any way, except to a new
Owner upon conveyance of a Lot. Any attempted prohibited transfer of a Membership in
the Association shall be void and shall not be recognized by the Association.
4.3 Allocation of Votes. With regard to Association matters that are properly
presented for decision by the Members pursuant to this Declaration, the Bylaws and the
Articles, each Lot shall be allocated one or more vote(s) in the Association as follows: (a)
each Lot other than the Fathering Parcel shall have one vote; and (b) the Fathering Parcel
shall have three votes.
4.4 Co-Owners. When there is more than one Membership attributable to a particular
Lot because such Lot is owned by two or more co-Owners, then, while each such Owner
shall be a Member, only one of such co-Owners shall be entitled to exercise the vote(s)
allocated to such Lot pursuant to Section 4.4. Such co-Owners must designate one co-
Owner to exercise the allocated vote(s) in a written instrument delivered to the Association
prior to the exercise of such vote. Such written instrument shall remain in full force and
effect until revoked by a written instrument filed with the Association or replaced by a
subsequent written instrument filed with the Association replacing the designated co-Owner
with another designated co-Owner. If such co-Owners fail to make a designation pursuant
to this Section 4.4, then the exercise of the vote(s) allocated to the Lot owned by such co-
Owners by any one of them shall be conclusively and irrefutably deemed the vote of all
such co-Owners unless objected to by at least one of the co-Owners before final tabulation
of the votes cast by all the Members in the particular election at issue. If such an objection
is made, then the vote(s) of such co-Owners shall be void and shall not be counted in the
particular election at issue. Fractional votes or voting shall not be allowed.
4.5 Powers and Authority. The Association shall have the power and authority to
carry out and perform all its rights and duties under this Declaration, the Bylaws, the
Articles and the Design Guidelines. Without in any way limiting the generality of the
foregoing, the Association shall have the following specific powers:
4.5.1 Assessments. To determine, levy and collect Assessments.
4.5.2 Fees. To determine, levy and collect fees and charges pursuant to
Section 6.4.
12.10 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 5
Planned Unit Development/Subdivision
4.5.3 Design Guidelines. To make, establish, promulgate and enforce, and in
its discretion to amend or repeal and reenact, the Design Guidelines pursuant to
this Declaration.
4.5.4 Enforcement. To enforce, on its own behalf and, in its discretion and sole
election, on behalf of all the Owners, all of the covenants, conditions and
restrictions set forth in this Declaration and the Design Guidelines, and to perform
all other acts reasonably necessary to enforce any of the provisions of this
Declaration and the Design Guidelines.
4.5.5 Insurance. To maintain any insurance coverage determined to be
desirable or appropriate in the discretion of the ACC.
4.5.6 Borrow Money. To borrow money from Declarant or any other person for
the purpose of carrying out any of its functions, powers or duties under this
Declaration.
4.5.7 Delegation. The Association may delegate any of its powers or functions
under this Declaration with regard to a designated portion of the Property to any
other owners association that has jurisdiction over such portion of the Property
pursuant to a declaration of covenants encumbering such portion of the Property,
including, but not limited to, the Stage Road Homeowners Association, a Colorado
nonprofit corporation. In no event shall any such delegation be made to an owners
association in a manner that purports to give such association any powers under
this Declaration over a portion of the Property that is not under the jurisdiction of
such association. Any delegation made pursuant to this Section 4.5.7 shall be in
the form of a Recorded written agreement signed on behalf of the Association and
the owners association to which the delegation is being made. Such written
agreement shall: (a) refer to this Declaration and the declaration establishing the
other owners association by name and give the Recording information for both of
them; (b) specifically identify the powers and/or functions being delegated to the
other association and the duration of such delegation; (c) acknowledge the other
association’s consent to such delegation and assumption of the powers and/or
functions so delegated; and (d) identify any conditions or limitations placed on such
delegation and the manner by which such delegation may be terminated. Such
written agreement may contain any other provisions that are consistent with the
terms of this Declaration.
5 The ACC
5.1 The ACC. All corporate powers of the Association shall be exercised by, and the
business and affairs of the Association shall be managed by, the Stage Road Architectural
Control Committee (the “ACC”), which shall have, pursuant to C.R.S. § 7-128-101(2), the
authority and perform the duties of a “board of directors” as defined in the Colorado Revised
Nonprofit Corporation Act. Except as otherwise specifically mandated by law or this
Declaration, the Articles or the Bylaws, the ACC may and shall exercise all rights and
powers of the Association without a vote of the Members.
5.2 Number of and Qualifications for ACC Members. The ACC shall have three
members (each an “ACC Member”). Each ACC Member shall be a natural person who is
eighteen years of age or older. An ACC Member need not be a Member of the Association
12.11Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 6
Planned Unit Development/Subdivision
or a representative of a Member of the Association. In addition, following the termination of
the Declarant Control Period, one ACC Member shall be an architect licensed in the State
of Colorado.
5.3 Appointment and Election. During the Declarant Control Period, Declarant shall
appoint all of the ACC Members. After the termination of the Declarant Control Period, the
Members of the Association shall elect all of the ACC Members.
5.4 Term. During the Declarant Control Period, the ACC Members shall serve at the
pleasure of the Declarant; provided that upon the expiration of the Declarant Control Period
the term of all ACC Members appointed by Declarant shall automatically terminate. The
ACC Members elected by the Members of the Association upon the expiration of the
Declarant Control Period shall serve initial terms as follows: one ACC Member shall be
elected to a 3-year term; one ACC Member shall be elected to a 2-year term; and one ACC
Member shall be elected to a 1-year term. After the expiration of the initial terms of the
ACC Members elected by the Members of the Association, the regular term of office for
each ACC Member shall be three years.
5.5 Removal. Any ACC Member appointed by Declarant may be removed, with or
without cause, from the ACC at any time by Declarant. In no event shall the Members have
the authority or power to remove an ACC Member appointed by Declarant. The Bylaws
may provide for removal of ACC Members by vote of the Members after the end of the
Declarant Control Period.
5.6 Officers. The ACC shall select a president of the Association from among the ACC
Members. The president shall be the presiding officer of the ACC’s meetings. In the
absence of the president from a meeting, the ACC Members present shall appoint an ACC
Member to serve as acting president at such meeting. The ACC may appoint other officers
of the Association as the ACC, in its discretion, deems necessary or as required by the
Bylaws. The officers of the Association shall be chosen from among the ACC Members,
and a single ACC Member may hold multiple offices. Meetings shall be held upon call of
the president or any two ACC Members in such location as shall from time to time be set by
the ACC.
5.7 Compensation and Out-Of-Pocket Expenses. Every ACC Member shall be
entitled to reimbursement for customary and reasonable out-of-pocket expenses incurred in
connection with such ACC Member’s services for the Association. In addition, each ACC
Member who serves on the ACC in a professional capacity (e.g., a licensed architect,
practicing landscape architect or professional engineer) shall be entitled to receive
compensation at reasonable rates for his or her services. Such compensation shall be paid
by the Association from the fees collected pursuant to Section 6.3.
5.8 Voting; Quorum. The affirmative vote of a majority of the total number of ACC
Members shall constitute the action of the ACC on any matter. At least a majority of the
ACC Members must be present in person at any meeting of the ACC to constitute a
quorum, but in the absence of a quorum a single ACC Member may adjourn any meeting to
a later time or date.
12.12 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 7
Planned Unit Development/Subdivision
6 Design Control
6.1 Approval Required. No Development shall take place on any Lot until a final Site
Plan, architectural renderings, sample materials and all other plans and specifications for
such Development as required by and in a form satisfactory to the ACC (an “Application”)
have been approved by the ACC in writing pursuant to the Design Guidelines and this
Section 6. The ACC may take one of the following actions with respect to an Application:
(a) approve the Application if it complies with this Declaration and the Design Guidelines;
(b) deny the application if it does not comply with this Declaration and/or the Design
Guidelines; or (c) approve the Application subject to conditions that the applicant must
satisfy to comply with this Declaration and the Design Guidelines. For any Development for
which the approval of the City is required pursuant to the PUD or any ordinances,
resolutions or regulations of the City, final approval shall not be sought from the City until
such Development has been approved by the ACC pursuant to this Section 6.
6.2 Consultants. The ACC is authorized to retain the services of one or more
architects, landscape architects, land planners, designers, engineers and other persons as
reasonably deemed necessary or convenient by the ACC in order to advise and assist the
ACC in performing its functions under this Declaration. The fees and other charges of such
consultants’ services shall be paid promptly by the applicant as to whose Application such
services are requested by the ACC.
6.3 Schedule of Fees and Security Deposits. Each applicant shall be required to pay
the fees and other charges imposed by the ACC for reviewing an Application. The ACC
shall establish and provide to applicants from time to time a current schedule of fees and
other charges for the review and processing of Applications. The failure to provide any
applicant with such schedule shall not limit the obligation of the applicant to pay the fees
and other charges imposed by the ACC, including fees and other charges of consultants in
connection with the review and processing of such applicant’s Application pursuant to this
Section 6. As a condition precedent to the review and processing of any Application, the
ACC may require an advance deposit from the applicant to be applied toward the fees and
other charges reasonably estimated by the ACC to be incurred for the review and
processing of such Application. The application fees imposed by the ACC shall be
sufficient to cover the reimbursement and compensation of ACC Members pursuant to
Section 5.7. In addition, as a condition precedent to the final approval by the ACC of any
Application, the ACC will have the authority to require one or more security deposits (the
amount of which shall be in the sole discretion of the ACC) to secure the applicant’s
performance of, and compliance with, the terms of this Section 6, including, without
limitation, any conditions concerning completion of required landscaping, mitigation of
construction impacts outside the designated building envelope and required “green”
construction commitments.
6.4 Design Guidelines. The ACC shall adopt and promulgate rules and standards for
Development consistent with this Declaration and the PUD that, without limitation, may
establish: (a) design themes, standards, requirements and regulations for one or more
particular areas of the Property; (b) lighting and landscape themes, standards, requirements
and regulations for one or more particular areas of the Property; (c) specific and
individualized design, lighting, landscaping and architectural standards for Development
proposed on any Lot; (d) Site Plan standards for Development proposed on any Lot,
including, but not limited to building and landscaping envelopes; (e) standards and rules
governing and addressed to the matters within the scope of review of the ACC pursuant to
Section 6.7; (f) general construction procedures regarding construction activities on the
12.13Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 8
Planned Unit Development/Subdivision
Property; and (g) the procedures to be followed and the materials to be submitted as part of
an Application in order to apply for approval from the ACC for proposed Development on
any Lot (the “Design Guidelines”). The Design Guidelines may be amended from time to
time by the ACC so long as they remain consistent with the PUD and this Declaration.
6.5 Review Process. The process for review by the ACC of all Applications shall be as
set forth in the Design Guidelines and shall generally consist of a three-step review process
comprised of (a) an initial informal conference and site visit, (b) sketch Site Plan review and
(c) final Site Plan review.
6.6 Review Standards. All Development on any Lot and all decisions of the ACC with
respect to any Application shall comply with this Declaration, the PUD and the Design
Guidelines.
6.7 Scope of Review. The following aspects of any Development proposed to be
undertaken on a Lot shall be within the scope of review of the ACC: All aspects of the
proposed Development relating to: (i) size; (ii) bulk; (iii) fenestration and articulation of
exterior facades; (iv) the type, style, size, configuration and power of exterior lighting
fixtures; (v) means of ingress and egress and vehicular access to Lots; (vi) drives and drive
lanes; (vii) the color, quality, type and texture of exterior construction materials, including
roofing materials; (viii) location, orientation and configuration of any Buildings on a Lot;
(ix) compatibility and harmony with the topographical features of the surrounding land;
(x) compatibility and harmony with the architectural features of surrounding Buildings;
(xi) consistency with the design requirements, if any, of the applicable area of the Property;
(xii) consistency with other Development on the same Lot; (xiii) site development and site
preparation; (xiv) location of parking; (xv) landscaping (including location of plant materials
and method and location of irrigation for agricultural easement areas and urban landscape
areas in a manner consistent with the PUD); (xvi) use of passive solar design;
(xvii) protection of viewplanes; (xviii) availability of snow storage; (xix) provisions for storm
water drainage and retention and the prevention of erosion; (xx) plant and grass material
selection; (xxi) irrigation; (xxii) signage; (xxiii) exterior furnishings; (xxiv) effect on existing
irrigation systems methods; (xxv) fencing; (xxvi) sustainability, including energy efficiency,
water conservation and use of so-called “green” construction methods and materials
(including interior materials); (xxvii) protection of environmentally sensitive areas; (xxviii)
height of any Buildings; (xxix) allocation of floor area between floor levels; (xxx) protection
of occupants’ health and avoidance of interior environmental pollution; and (xxxi) the use of
berming and landscaping to screen the visibility of Buildings.
6.8 Height and Floor Area Limitations. The height of each Building, as measured
from the undisturbed grade to the highest point of the Building (including any chimneys or
other extensions above the highest point of the roof of the Building), shall not exceed
30 feet. In addition, at least two-thirds of the total above-grade floor area of any Building
that is a dwelling must be located on the first floor of such Building; no more than one-third
of such total above-grade floor area may be located on any upper floor of the Building
above the first floor.
6.9 Maroon Creek Viewplane. No Improvements on any Lot shall extend above the
Maroon Creek viewplane as depicted and described on the Plat. Prior to constructing any
Improvement on any Lot, the Owner of such Lot shall obtain and submit to the ACC for
review a site specific analysis by a certified engineer or surveyor demonstrating that the
proposed Improvement will not extend above the Maroon Creek viewplane. The City shall
12.14 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 9
Planned Unit Development/Subdivision
be an additional beneficiary of the Maroon Creek viewplane restriction contained in this
Section 6.9 and may enforce such restriction.
6.10 Licensed Architects and Engineers. The ACC shall require that (a) a licensed
architect design any proposed Development on a Lot, and (b) a Colorado licensed engineer
perform all soils and geological studies and design the structural elements of any proposed
Development on a Lot.
6.11 Estoppel Certificates. The ACC shall, upon the reasonable request of any
interested party and after confirming any necessary facts and receipt of any reasonable fee
imposed by the ACC, furnish a certificate with respect to the approval or disapproval of any
Application for Development on a Lot or the status thereof. Such certificate shall address
whether a given Application was approved, approved with conditions or denied or is still
pending. Any person or entity, without actual notice to the contrary, shall be entitled to rely
on said certificate with respect to all matters set forth therein.
6.12 Construction Activity Mitigation. In addition to any other conditions or limitations
the ACC may impose, the ACC may require that during any construction period all
construction activity shall comply with the PUD and the ACC’s reasonable requirements as
to: (a) dust control; (b) screening of construction activity and storage areas, including
temporary waste disposal areas; (c) construction traffic patterns; (d) keeping adjacent drive
lanes, roadways and property free of dirt and other construction debris; (e) maintaining
access to and from adjoining portions of the Property; (f) maintenance; (g) noise; (h) any
hazardous materials transportation, handling or disposal; (i) preventing or limiting the
contamination of irrigation water; (j) placement and maintenance of temporary construction
trailers; and (k) avoiding damage and impacts outside any designated building or
landscaping envelope; provided, however, that nothing herein shall deny to any Owner the
right to use such Owner’s Lot for the temporary storage of construction equipment and
materials during the continuance of construction activity, subject to the reasonable
requirements established by the ACC pursuant to this Section 6.12.
6.13 Monitoring. The ACC or its designated representative may monitor and conduct
on-site inspections of any Development on a Lot to the extent required to determine that the
work complies with this Declaration, the Design Guidelines and any applicable approvals,
conditions or construction procedures issued, imposed or prescribed by the ACC. The ACC
or its designated representatives may enter upon any Lot at any reasonable time, for the
purpose of observing the progress, status or completion of any Development.
6.14 Liability. Declarant, the Association and the ACC, and their respective officers,
directors, members, partners, employees, agents and consultants, shall not be responsible
or liable for any defects in any plans or specifications submitted, revised or approved under
this 6, nor for any defects in construction pursuant to such plans or specifications. Approval
of plans and specifications under this Declaration shall not constitute any representation by
Declarant, the Association or the ACC, their respective officers, directors, members,
partners, employees or consultants that such plans or specifications are in compliance with
applicable governmental regulations and other codes and shall not relieve any Owner of its
obligation to comply with applicable laws, regulations and codes. In addition, neither the
ACC nor Declarant, their respective successors or assigns, shall be liable in damages to
anyone applying for Development approval, or to any Owner affected by this Declaration, by
reason of mistake in judgment, negligence or nonfeasance arising out of or in connection
with the approval, disapproval, approval with conditions, or failure to approve any plans or
specifications for such Development.
12.15Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 10
Planned Unit Development/Subdivision
6.15 Indemnification. The Association shall indemnify each individual 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 Association), by reason of the fact that such individual is or
was an ACC Member or an officer, agent or employee of or consultant to the Association,
against costs, claims, liabilities, expenses (including expert witness and attorneys’ fees),
judgments, fines and amounts paid in settlement which are or have been actually and
reasonably incurred by such individual in connection with such threatened, pending or
completed action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in the best interest of the Association, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe such
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
such individual reasonably believed to be in the best interest of the Association and, with
respect to any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful. To the extent permitted by law, the Association may provide
such other and additional protection (such as providing directors’ and officers’ liability
insurance) and indemnification to the extent set forth in the Articles, Bylaws or a resolution
of the ACC.
7 Enforcement
7.1 Compliance by Owners. Each Owner by acceptance of its deed or other
instrument of conveyance or assignment agrees to comply strictly with the provisions of this
Declaration, the Articles, the Bylaws, the Design Guidelines, and the decisions and
resolutions of the ACC pursuant thereto. The Association and Declarant shall have the
right and power to enforce the provisions of this Declaration and the Articles, the Bylaws,
the Design Guidelines, and the decisions and resolutions of the ACC pursuant thereto. The
Association and Declarant may take such actions as are necessary and appropriate to
cause such compliance by each Owner. Without limiting the generality of the foregoing, the
Association and the Declarant shall have the power to enforce the provisions of this
Declaration and the Articles, the Bylaws, the Design Guidelines, and the decisions and
resolutions of the ACC pursuant thereto, by any action at law or in equity. In addition, The
Association shall have the right to impose fines against any Owner who fails, within a
reasonable time after written notice from the Association, to cure any violation of this
Declaration, the Design Guidelines or any decisions of the ACC. Such fines may be in an
amount not exceeding $10,000.00 per violation (provided that each day that a violation
continues after the last day of the cure period granted by the Association in a written notice
to the Owner shall be considered a separate violation), and shall be imposed by the
Association in relation to the severity of the violation, as determined by the ACC in its
reasonable discretion.
7.2 Fines, Costs and Fees of Enforcement. All fines imposed by the Association,
attorneys’ fees and other fees, expenses and costs of enforcing this Declaration, the
Articles, the Bylaws, the Design Guidelines, and the decisions and resolutions of the ACC,
incurred by the Association (whether or not any suit or action shall be commenced and
whether or not the same proceeds to judgment) shall be assessed as a Reimbursement
Assessment against the Owner found to be in violation.
7.3 Cumulative Remedies. All remedies of the Association and Declarant provided
herein or at law or in equity shall be cumulative and not exclusive. Nothing in this
12.16 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 11
Planned Unit Development/Subdivision
Declaration shall be deemed to grant, imply or confirm any right or remedy of enforcement
in any individual or entity other than the Association and Declarant.
7.4 No Waiver. The failure of the Association or Declarant to enforce any of the
conditions, covenants or restrictions contained in this Declaration shall in no event be
deemed to be a waiver of the right to do so for subsequent violations or of the right to
enforce any other conditions, covenants or restrictions contained in this Declaration.
8 Assessments
8.1 Creation of Assessments. The Association has the authority to levy Assessments
in such amounts as the ACC may authorize from time to time in accordance with this
Declaration. There shall be two types of Assessments: (a) Common Assessments as
described in Section 8.2; and (b) Reimbursement Assessments as described in Section 8.3.
Each Owner is deemed to covenant and agree to pay the Assessments.
8.2 Common Assessments. The Association shall have the power to levy
assessments against the Lots to pay the Common Expenses, if any, and such assessments
shall be “Common Assessments.” Common Assessments, if assessed, shall be calculated,
paid and adjusted in accordance with the following provisions:
8.2.1 Calculation. The Association shall levy Common Assessments against all
Lots in proportion to the Allocation Percentage of each Lot, such assessments to be
set at a level which is reasonably expected to produce during any given fiscal year
total income for the Association equal to the total Common Expenses incurred by
the Association during such fiscal year. In determining the total funds to be
generated through the levy of Common Assessments, the Board shall consider
other sources of funds available to the Association, including any surplus from prior
years and any income expected to be generated from fees and charges pursuant to
Section 6.3 and Section 6.11. Nothing in this Section 8.2.1 shall require the
Association to levy Common Assessments.
8.2.2 Adjustment. To the extent the Association estimates or determines that
payments of Common Assessments during any fiscal year will be inadequate or
more than required to satisfy the Common Expenses for the balance of such fiscal
year, the Board may increase or decrease the Common Assessments for the
balance of the fiscal year by giving not less than 30 days’ prior notice to all Owners.
8.2.3 CCIOA Limitation. It being the intent of Declarant that this Declaration not
be a “declaration” as defined in the Colorado Common Interest Ownership Act,
under no circumstances shall the Association use any of the Common
Assessments collected from the Owners to pay for any of the real estate taxes,
insurance premiums, maintenance or improvements of any portion of the Property.
8.3 Reimbursement Assessments. The Association shall have the power to levy
assessments against any Lot for the following purposes, and such assessments shall be
“Reimbursement Assessments”:
8.3.1 To cover the costs incurred by the Association (including attorneys’ fees
and costs) in bringing the Lot and/or its Owner into compliance with the terms of
this Declaration, the Bylaws or the Design Guidelines.
12.17Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 12
Planned Unit Development/Subdivision
8.3.2 To collect fines imposed by the Association pursuant to Section 7.2.
8.3.3 To collect late charges and interest pursuant to Section 7.2 and
Section 8.5, and attorneys’ fees and other costs and expenses incurred by the
Association to collect or attempt to collect delinquent Assessments and enforce the
provisions of this Declaration, the Articles, the Bylaws and the Design Guidelines.
8.3.4 To collect any other amounts collectible by the Association as
Reimbursement Assessments pursuant to the express terms of this Declaration.
8.4 Owners’ Obligations for Assessments. Each Assessment, together with interest
and late charges pursuant to Section 8.5, costs and reasonable attorneys’ fees, shall be a
charge and continuing lien upon the Lot against which the Assessment is made until paid,
as more particularly provided in Section 8.6. If a Lot is owned jointly by two or more co-
Owners, all co-Owners of such Lot shall be jointly and severally liable to the Association for
the payment of all Assessments levied against such Lot. Each such Assessment, together
with such interest, late charges, costs and reasonable attorneys’ fees, also shall be the
personal obligation of the Owner or Owners of such Lot at the time the Assessment arose.
Upon the conveyance of fee simple title to a Lot, the grantee (excluding a First Mortgagee
who becomes an Owner pursuant to foreclosure of its Mortgage and any purchaser at a
foreclosure sale who becomes an Owner by taking title to such Lot) shall be liable, jointly
and severally, with the grantor for unpaid Assessments against the grantor due prior to the
conveyance of such Lot.
8.5 Late Charges and Interest. If any Assessment or ACC-authorized installment of
an Assessment is not paid within 30 days after it was due and payable, the Association may
assess a late charge on the delinquent Assessment or installment in an amount not greater
than 5% of the delinquent Assessment or installment in order to cover the extra costs and
expenses involved in processing such delinquent Assessment or installment. Such late
charge shall be assessed by the Association and payable by such Owner as a
Reimbursement Assessment. In addition, any Assessment or any ACC-authorized
installment of an Assessment not paid within 60 days of the date on which it was due shall
bear interest at the rate equal to the lesser of the maximum legal rate or 18% per annum
commencing on the expiration of such 60-day period and continuing until such Assessment
or installment, together with all accrued interest and late charges, are paid in full. Such
interest shall be assessed by the Association and payable by such Owner as a
Reimbursable Assessment.
8.6 Lien for Assessments.
8.6.1 Perfection and Priority of Lien. All Assessments assessed or levied by
the Association but unpaid by the Owner of any Lot (including, without limitation,
late charges and interest) shall constitute a lien on such Lot and all improvements
now or hereafter made or situated on such Lot. Such lien shall be superior and
prior to all other liens and encumbrances, except for all unpaid sums under a First
Mortgage recorded against such Lot and prior tax and special assessment liens
created by statute. Such lien shall be perfected upon the recording of this
Declaration and no further claim of lien shall be required. The Association may, but
is not obligated to, prepare and record a notice of lien setting forth (i) the amount of
any Assessment, installment, late charge, penalty, fine or other amount due and
owing to the Association as of the date of such notice; (ii) the date such amount
was due and payable and the date from which interest accrues; (iii) all costs and
12.18 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 13
Planned Unit Development/Subdivision
expenses including reasonable attorneys’ fees incurred by the Association in
collecting the unpaid amount as of the date of Recording of such notice of lien;
(iv) the Lot affected by the lien; and (v) the name or names, last known to the
Association, of the Owner of the Lot.
8.6.2 Enforcement of Lien. Such lien, when delinquent, may be enforced in the
same manner as provided for the foreclosure of mortgages under the laws of the
State of Colorado. The Association may sue for unpaid Assessments and other
charges authorized under this Declaration without foreclosing or waiving the lien
securing them. The sale or transfer of any Lot shall not affect an existing lien for
previous Assessments or relieve such Lot from any lien for subsequent
Assessments. However, the transfer of fee simple title to any Lot pursuant to the
bona fide foreclosure of a First Mortgage shall extinguish the lien as to any
installments of such Assessments due prior to such sale or transfer.
9 Amendment and Assignment
9.1 Amendment of Declaration by Declarant. During the Declarant Control Period,
Declarant may, without the consent of any other Owner (except as expressly provided
below), amend this Declaration to: (a) make any additional property within the vicinity of the
Property subject to the terms of this Declaration, provided that any such amendment shall
require the consent of the owner of the additional property if other than Declarant;
(b) withdraw any portion of the Property from the Property such that it is no longer subject to
the terms of this Declaration, provided that any such amendment shall require the consent
of the Owner of the withdrawn portion of the Property if other than Declarant; (c) correct any
clerical or typographical errors; and (d) make changes to the terms of the Declaration that
do not materially increase the scope of authority or powers of the Association beyond the
powers and authority described in Section 4.5 and that do not materially increase the
burdens or restrictions placed on the Property or any of the Lots pursuant to this
Declaration.
9.2 Amendment of Declaration by Members. This Declaration may be amended at
any time upon the prior approval of the Owners entitled to cast at least 75% of the votes in
the Association, provided that during the Declarant Control Period any such amendment
shall also require the written consent of Declarant.
9.3 Effectiveness of Amendment. Any amendment to this Declaration shall be
effective upon the Recording of an instrument, executed by the president of the Association,
setting forth the amendment in full and certifying that the amendment has been approved
pursuant to the Section 9.1 or Section 9.2, as applicable.
9.4 Assignment of Declarant’s Rights and Duties. The rights, powers and
reservations of Declarant contained herein may be assigned in writing by Declarant to any
purchaser of all or substantially all of the portions of the Property owned by Declarant at the
time of such purchase pursuant to such terms and conditions on which Declarant and the
assignee may agree. Any such purchaser, after consenting in writing to such assignment,
shall succeed to the rights, powers and reservations of Declarant contained herein. Upon
such assignment, Declarant shall be relieved from such rights, powers and reservations,
and the liabilities, obligations and duties occurring after such assignment with respect
thereto. Any assignment made under this Section 9.4 shall be evidenced by a Recorded
memorandum or similar document that summarizes the essential terms of such assignment.
12.19Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road 14
Planned Unit Development/Subdivision
If at any time Declarant ceases to exist and has not made such an assignment, the
Association shall be Declarant’s successor to its rights, powers and reservations hereunder.
Any assignee of Declarant’s rights, powers or reservations pursuant to this Section 9.4 may
in turn assign such rights, powers or reservations to a subsequent purchaser of all or
substantially all of the portions of the Property owned by Declarant’s assignee at the time of
such purchase.
10 Miscellaneous
10.1 Term. All provisions of this Declaration shall continue in effect in perpetuity unless
this Declaration is terminated with the consent of those Owners entitled to cast at least 75%
of the votes in the Association; provided, however, that any termination of this Declaration
during the Declarant Control Period shall also require the written approval of Declarant and
a majority of the ACC Members. The termination of this Declaration shall be effective upon
the recording of a certificate, executed by the President of the ACC declaring that this
Declaration has been terminated as provided herein, and if applicable, approved by
Declarant and a majority of the ACC Members as provided herein.
10.2 Interpretation. The provisions of this Declaration shall be construed as a whole to
effectuate the purpose of this Declaration. With respect to matters addressed by more than
one restriction, the more restrictive shall be interpreted to override the less restrictive.
10.3 Governing Law. This Declaration shall be construed and governed under the laws
of the State of Colorado.
10.4 Severability. Each of the provisions of this Declaration shall be deemed
independent and severable and the invalidity or unenforceability or partial invalidity or
partial enforceability of any provision or portion thereof shall not affect the validity or
enforceability of any other provision.
10.5 Number and Gender. Unless the context requires a contrary construction, the
singular shall include the plural and the plural the singular, and the masculine, feminine or
neuter shall each include the masculine, feminine and neuter.
10.6 Captions for Convenience. The titles, headings and captions used in this
Declaration are intended solely for convenience of reference and shall not be considered in
construing any of the provisions of this Declaration.
[remainder of page intentionally blank]
12.20 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Architectural Restrictions for Stage Road 15
Planned Unit Development/Subdivision
IN WITNESS WHEREOF, Declarant has executed this Declaration.
DECLARANT:
BAR/X RANCH LLC, a Colorado limited liability
company
By:
Name:
Title:
STATE OF ___________________________ )
) ss.
COUNTY OF __________________________ )
The foregoing instrument was sworn and subscribed before me this _____ day of
____________, 200___, by ____________________ as ___________________________ of Bar/X
Ranch LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires: _______________________
_____________________________________
Notary Public
12.21Stage Road Design Association
Declaration of Architectural Restrictions for Stage Road A-1
Planned Unit Development/Subdivision
EXHIBIT A
Legal Description of the Property
12.22 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
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12.23Stage Road Design Association
Articles of Incorporation of Stage Road Homeowners Association
Articles of Incorporation of Stage Road Homeowners
Association
The Incorporator designated below, a natural person at least 18 years of age, hereby verifies and
acknowledges these Articles of Incorporation (these “Articles”) for the purpose of forming a nonprofit
corporation under the Colorado Revised Nonprofit Corporation Act (the “Act”).
1 Name
The name of the corporation is Stage Road Homeowners Association (the “Association”).
2 Duration
The period of duration of the Association will be perpetual.
3 Purposes
The Association is organized to be and constitutes the “Association” pursuant to the
Declaration of Covenants, Easements, Conditions and Restrictions for Stage Road Planned Unit
Development/Subdivision that has been or will be recorded in the real property records of Pitkin
County, Colorado (the “Declaration”). All initially capitalized terms used in these Articles have the
same meanings as used in the Declaration, unless otherwise defined in these Articles.
4 Powers
Subject to any limitations imposed by the Bylaws of the Association or the Declaration, the
Association has all of the powers that a nonprofit corporation may exercise under the Act and the
laws of the State of Colorado in effect from time to time.
5 Registered Office and Agent and Principal Office
The street address of the initial registered office of the Association is
___________________________________. The initial registered agent of the Association at the
registered office is ________________________.
The street address of the initial principal office of the Association is
_____________________________________________________________.
6 Board of Directors
The affairs of the Association will be managed by the Board of Directors. The duties,
qualifications, number and term of the members of the Board of Directors and the manner of their
election, appointment and removal will be as set forth in the Declaration and the Bylaws of the
Association.
12.24 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Articles of Incorporation of Stage Road Homeowners Association 2
Initially, there shall be three members of the Board of Directors. The names and addresses
of the persons who serve as the initial members of the Board of Directors are:
Name: Address:
____________________ ________________________________________
________________________________________
________________________________________
____________________ ________________________________________
________________________________________
________________________________________
____________________ ________________________________________
________________________________________
________________________________________
7 Members
Each Owner shall become a Member of the Association upon becoming an Owner and shall
remain a Member as long as such person or entity is an Owner. If any Lot is owned jointly by two or
more co-Owners, all such co-Owners shall be Members. Each Membership is appurtenant to the
fee simple title to a Lot. Membership in the Association automatically terminates when a person or
entity ceases to be an Owner, whether through sale, intestate succession, testamentary disposition,
foreclosure or otherwise, and the new Owner automatically succeeds to the Membership in the
Association. The Association will recognize a new Member upon presentation by a new Owner of
satisfactory evidence of the sale, transfer, succession, disposition, foreclosure or other transfer of a
Lot. Membership in the Association may not be transferred, pledged or alienated in any way,
except to the new Owner upon conveyance of a Lot. Any prohibited transfer is void and will not be
recognized by the Association. The Association will have no more than one class of Members, as
provided for in the Bylaws. Votes in the Association shall be allocated to the Members in
accordance with the Declaration.
8 Proxy Voting
A Member may vote in person, as provided in the Bylaws, and may be authorized in the
Bylaws to vote by proxy on any matters on which the Member is entitled to vote.
9 Cumulative Voting
Cumulative voting by Members in the election of members of the Board of Directors is not
permitted.
10 Bylaws
The Board of Directors has the power to make and alter the Bylaws, not inconsistent with
these Articles, the laws of the State of Colorado or the Declaration, for the administration and
regulation of the affairs of the Association. The Board of Directors may alter, amend or repeal the
Bylaws or adopt new Bylaws, subject to the provisions of the Bylaws and the Declaration. The
Bylaws may not be amended by action of the Members.
12.25Stage Road Design Association
Articles of Incorporation of Stage Road Homeowners Association 3
11 Amendment of Articles
The Board of Directors may adopt, without approval of the Members, any amendment to
these Articles of Incorporation permitted under the Act without Member approval. All other
amendments to these Articles of Incorporation shall require Member approval pursuant to the Act.
Notwithstanding the foregoing, no amendment shall be made to these Articles of Incorporation that
is contrary to or inconsistent with any provision of the Declaration. In addition, during the Declarant
Control Period, any amendment to these Articles of Incorporation shall require the consent of
Declarant.
12 Dissolution
Subject to Article 13, in the event of dissolution of the Association, the sale of the Association’s
property and the distribution of the proceeds from the sale will conform with the provisions of the Act
and the Declaration.
13 Indemnification and Limitation of Liability
13.1 Indemnification. The Association will indemnify, to the maximum extent permitted
by law, any person who is or was a director or officer of the Association, and may indemnify
any other person, against any claim, liability or expense arising against or incurred by the
person made party to a proceeding because he or she is or was a director, officer, agent,
fiduciary or employee of the Association or because he or she is or was serving another
entity as a director, officer, partner, trustee, employee, fiduciary or agent at the
Association’s request. The Association further may, to the maximum extent permitted by
law, purchase and maintain insurance providing for such indemnification, advance
expenses to persons indemnified by the Association, and provide indemnification to any
person by general or specific action of the Board of Directors, the Bylaws of the
Association, contract or otherwise. The Association may obtain and maintain directors’ and
officers’ insurance and such other insurance as deemed appropriate by the Board of
Directors from time to time.
13.2 Limitation on Directors’ and Officers’ Liability. No director or officer shall be
liable for actions taken or omissions made in the performance of such director’s or officer’s
duties as such, except for wanton and willful acts or omissions. Without limiting the
generality of the foregoing sentence, no director shall have any personal liability to the
Association or its Members for monetary damages for breach of fiduciary duty as a member
of the Board of Directors; except that the personal liability of such director shall not be
eliminated for: (i) any breach of the director’s duty of loyalty to the Association or its
Members; (ii) acts or omissions by the director not in good faith or that involve intentional
misconduct or a knowing violation of the law; (iii) voting for or assenting to any unlawful
distributions as defined under Section 7-128-403 of the Act, provided that the extent of
liability for such vote or assent shall be determined pursuant to Section 7-128-403 of the
Act; (iv) consenting to or participating in the making of any loan by the Association to any
director or officer, provided that the extent of liability for such consent or participation shall
be determined pursuant to Section 7-128-501 of the Act; or (v) any transaction from which
the director directly or indirectly derived an improper personal benefit. No director or officer
shall be personally liable for any injury to person or property arising out of a tort committed
by an employee of the Association unless such director or officer was personally involved in
the situation giving rise to the injury or unless such director or officer committed a criminal
offense in connection with such situation. Nothing contained in this Section 13.2 shall be
construed to deprive any director or officer of his or her right to all defenses ordinarily
12.26 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Articles of Incorporation of Stage Road Homeowners Association 4
available to a director or officer of a nonprofit corporation nor shall anything herein be
construed to deprive any director of any right he or she may have for contribution from any
other director or other person.
14 Incorporator
The Incorporator’s name and address is:
Name Address
J. Bart Johnson 112 North First Street, Suite C
Aspen, CO 81611
The Incorporator has verified these Articles and caused the same to be delivered to the Secretary of
State for the State of Colorado as of __________________, 200__. The designated registered
agent of the Association consents to serving as the initial registered agent of the Association.
12.27Stage Road Design Association
Bylaws
of
Stage Road Design Association
12.28 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
Page
i
1 General..................................................................................................................................1
1.1 Purpose of Bylaws....................................................................................................1
1.2 Terms Defined in the Declaration.............................................................................1
1.3 Controlling Laws and Instruments............................................................................1
2 Offices....................................................................................................................................1
2.1 Principal Office .........................................................................................................1
2.2 Registered Office and Agent ....................................................................................1
3 Members and Voting Rights..................................................................................................1
3.1 General.....................................................................................................................1
3.2 Votes.........................................................................................................................2
3.3 Authorized Representative.......................................................................................2
3.4 Resignation of Members...........................................................................................3
3.5 Membership Termination; Member Sanctions..........................................................3
3.6 Purchase of Memberships by Association ...............................................................3
3.7 Resolution of Voting Disputes ..................................................................................3
3.8 Transfer of Memberships on Association Books......................................................3
4 Meetings of Members............................................................................................................3
4.1 Place of Members’ Meetings....................................................................................3
4.2 Annual Meetings of Members...................................................................................3
4.3 Special Meetings of Members..................................................................................3
4.4 Record Date .............................................................................................................4
4.5 Notice of Members’ Meetings...................................................................................4
4.6 Proxies......................................................................................................................4
4.7 Quorum at Members’ Meeting..................................................................................5
4.8 Adjournments of Members’ Meetings .......................................................................5
4.9 Vote Required at Members’ Meeting........................................................................5
4.10 Officers of Meetings..................................................................................................5
4.11 Expenses of Meetings..............................................................................................5
4.12 Waiver of Notice.......................................................................................................5
4.13 Action of Members Without a Meeting .....................................................................5
4.14 Action of Members by Mail Ballot.............................................................................6
4.15 List of Members for Meeting and Action by Mail Ballot............................................6
4.16 Meetings by Telecommunication..............................................................................6
12.29Stage Road Design Association
Table of Contents
(continued)
Page
ii
5 Architectural Control Committee............................................................................................7
5.1 General Powers and Duties of ACC.........................................................................7
5.2 Special Powers and Duties of ACC..........................................................................7
5.3 Qualifications of ACC Members ...............................................................................7
5.4 General Standards of Conduct for ACC Members and Officers ..............................7
5.5 Term of ACC Members.............................................................................................8
5.6 Appointment and Election of ACC Members............................................................8
5.7 Removal of ACC Members.......................................................................................8
5.8 Resignation of ACC Members..................................................................................8
5.9 Vacancies in ACC Members.....................................................................................8
5.10 Manager or Managing Agent....................................................................................8
5.11 Conflicting Interest Transactions..............................................................................8
5.12 Limitations of Liability and Indemnification of ACC Members..................................9
6 Meetings of ACC Members .................................................................................................10
6.1 Place of ACC Members’ Meetings .........................................................................10
6.2 Annual Meeting of ACC Members..........................................................................10
6.3 Special Meetings of ACC Members .......................................................................10
6.4 Notice of ACC Members’ Meetings........................................................................10
6.5 Proxies....................................................................................................................10
6.6 Quorum of ACC Members......................................................................................10
6.7 Adjournment of ACC Member’s Meetings..............................................................10
6.8 Vote Required at ACC Members’ Meeting.............................................................10
6.9 Officers at Meetings................................................................................................11
6.10 Waiver of Notice.....................................................................................................11
6.11 Action of ACC Members Without a Meeting...........................................................11
6.12 Meeting Attendance; Executive Sessions..............................................................11
7 Officers ................................................................................................................................12
7.1 Officers, Employees and Agents............................................................................12
7.2 Appointment and Term of Office of Officers...........................................................12
7.3 Removal of Officers................................................................................................12
7.4 Resignation of Officers...........................................................................................12
7.5 Vacancies in Officers..............................................................................................12
7.6 President.................................................................................................................12
12.30 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
(continued)
Page
iii
8 Miscellaneous......................................................................................................................12
8.1 Amendment of Bylaws............................................................................................12
8.2 Biennial Corporate Reports....................................................................................12
8.3 Fiscal Year..............................................................................................................13
8.4 Seal.........................................................................................................................13
8.5 Shares of Stock and Dividends Prohibited.............................................................13
8.6 Minutes and Presumptions Thereunder.................................................................13
8.7 Checks, Drafts and Documents..............................................................................13
12.31Stage Road Design Association
Bylaws of Stage Road Design Association 1
Bylaws of Stage Road Design Association
1 General
1.1 Purpose of Bylaws. These Bylaws of Stage Road Design Association (these
“Bylaws”) are adopted for the regulation and management of the affairs of the Stage Road
Design Association (the “Association”). The Association is organized as a Colorado
nonprofit corporation under the Colorado Revised Nonprofit Corporation Act, C.R.S. § 7-
121-101 et seq. (the “Nonprofit Act”), and is the Association under the Declaration of
Architectural Restrictions for Stage Road Planned Unit Development/Subdivision (the
“Declaration”). The Declaration relates to the real property in Pitkin County, Colorado, that
is or may become subject to the Declaration (the “Property”).
1.2 Terms Defined in the Declaration. Initially capitalized terms used but not defined
in these Bylaws are defined in the Declaration and have the same definition as in the
Declaration.
1.3 Controlling Laws and Instruments. These Bylaws are controlled by and shall
always be consistent with the provisions of the Nonprofit Act, the Declaration and the
Articles of Incorporation of the Association filed with the Secretary of State of Colorado (the
“Articles”), as any of them are amended from time to time. The Declaration, the Articles and
these Bylaws, as any of them may be amended from time to time, together with all
exhibits or attachments to any of them, are herein collectively referred to as the
“Association Instruments.”
2 Offices
2.1 Principal Office. The ACC, in its discretion, may fix and change the location of the
principal office of the Association from time to time.
2.2 Registered Office and Agent. The ACC may change the Association’s initial
registered office and initial registered agent specified in the Articles at any time by filing a
statement as specified by law in the Office of the Secretary of State of Colorado. At all
times, the street addresses of the Association’s registered office and the business office of
the Association’s registered agent shall be identical.
3 Members and Voting Rights
3.1 General.
3.1.1 By this reference, these Bylaws incorporate the membership and voting
rights provisions of the Declaration. Each Owner of a Lot is a member of the
Association (a “Member”). An Owner’s membership in the Association is
hereinafter referred to as a “Membership.” Each Membership is appurtenant to the
fee simple title to a Lot. The Owner of fee simple title to a Lot is automatically the
holder of the Membership appurtenant to the Lot, and the Membership
automatically passes with fee simple title to the Lot.
3.1.2 In any matter coming before the Association for which a vote of the
Members is required, for any Lot owned by multiple owners (the “Multiple Owners”):
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(i) if only one such Multiple Owner is present when such vote occurs, such Multiple
Owner shall be entitled to cast any and all votes allocated to such Lot; (ii) if more
than one of the Multiple Owners are present, any and all votes allocated to such Lot
shall be cast only in accordance with the agreement of a majority in interest of the
Multiple Owners, provided that a majority agreement among the Multiple Owners
shall be deemed to exist if any one of the Multiple Owners casts the vote or votes
allocated to such Lot without protest being made promptly to the person presiding
over the meeting by any of the other Multiple Owners, and provided further that the
Multiple Owners shall not be entitled to cast any vote on such matter unless a
majority agreement is reached among the Multiple Owners before the conclusion of
the tabulation of votes on such matter by the Association. Fractional voting by
Multiple Owners shall not be permitted.
3.1.3 The Association itself shall have no vote for any Lot it owns.
3.2 Votes. In all matters coming before the Association for which a vote of the
Members is required, each Lot is allocated one or more vote(s) in the Association pursuant
to the Declaration.
3.3 Authorized Representative.
3.3.1 Any Owner that is not a natural person (i.e., an estate or a trust,
corporation, partnership, limited liability company or other entity) shall appoint a
natural person as such Owner’s attorney-in-fact and authorized representative (an
“Authorized Representative”) and may vote only through its Authorized
Representative. Any Owner who is a natural person may appoint a proxy to vote on
behalf of the Owner in matters coming before the Members of the Association,
provided that if such proxy is not a natural person, such proxy shall appoint an
Authorized Representative pursuant to this Section 3.3.
3.3.2 Any Owner required to appoint an Authorized Representative will do so
immediately upon becoming an Owner. Any Owner who is required or elects to
appoint an Authorized Representative will notify the Association of its Authorized
Representative or any subsequent replacement for its Authorized Representative
within 10 days after appointment. The notice will have the effect of a proxy given by
all Persons constituting that Owner to the Authorized Representative named in the
notice for all purposes under the Association Instruments and the Nonprofit Act,
except that the duration of the notice will be perpetual or as stated therein. The
appointment of an Authorized Representative is binding upon all Persons
comprising the appointing Owner and the vote of the Authorized Representative is
conclusive as to the Association, unless and until the Association receives (A) a
notice appointing a replacement Authorized Representative or (B) in the case of an
Authorized Representative appointed by an Owner who is a natural person, a notice
terminating the appointment of the Authorized Representative. Upon receiving any
notice appointing an Authorized Representative, the Association may request
additional evidence of authority that it reasonably deems necessary to verify the
due appointment of the named Authorized Representative. If an Owner who is
required or elects to appoint an Authorized Representative owns more than one
Lot, the Owner may appoint (1) one natural person to serve as Authorized
Representative for all of its Lots; or (2) a different natural person to serve as
Authorized Representative for each of its Lots or any number of its Lots.
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3.3.3 Unless the context clearly indicates otherwise, the term “Member” as used
in these Bylaws means a Member or its Authorized Representative.
3.4 Resignation of Members. No Member may resign from the Association. An
Owner’s Membership in the Association shall terminate only upon the conveyance by such
Member of all of such Member’s ownership interests in any and all Lots within the Property.
3.5 Membership Termination; Member Sanctions. No Member may be expelled
from the Association and no Member’s Membership may be terminated as long as such
Member is an Owner. Notwithstanding the foregoing, if any Member fails to comply with
any provision of the Association Instruments, the Association may impose such
enforcement sanctions as are provided for in the Declaration. Without limiting the
foregoing, the ACC may suspend the voting rights of and/or any of the other privileges of
Membership of any Member during and following any breach by such Member of any
provision of the Declaration or any Rules adopted by the ACC.
3.6 Purchase of Memberships by Association. The Association shall not purchase
the Membership of any Member. The Association shall only be a Member, and shall only
have such rights as are attendant to Membership, to the extent that it is also an Owner.
3.7 Resolution of Voting Disputes. In the event of any dispute as to the entitlement
of any Member to vote or as to the outcome of any vote of the Members (i.e., whether a
particular matter or item was duly approved by the vote of the Members), the ACC shall act
as arbitrators and the decision of a disinterested majority of the ACC shall, when rendered
in writing, be final and binding as an arbitration award and may be acted upon in
accordance with the Colorado Uniform Arbitration Act of 1975, as the same may be
amended. No dispute as to the entitlement of any Member to vote shall postpone or delay
any vote for which a meeting of the Members has been duly called pursuant to the
provisions of these Bylaws if a quorum is present at such meeting.
3.8 Transfer of Memberships on Association Books. Transfers of Memberships
shall be made on the books of the Association only upon presentation of evidence,
satisfactory to the ACC, of the transfer of ownership of the Lot to which the Membership is
appurtenant. Prior to presentation of such evidence, the Association may treat the previous
owner of the Membership as being entitled to all rights in connection with the Membership.
4 Meetings of Members
4.1 Place of Members’ Meetings. Meetings of the Members shall be held at the
principal office of the Association or at such other place, within or convenient to the
Property, as may be fixed by the ACC and specified in the notice of the meeting.
4.2 Annual Meetings of Members. During the Declarant Control Period, there shall
be no annual meetings of the Members. Commencing after the end of the Declarant
Control Period, annual meetings of the Members shall be held on the date fixed in
accordance with a resolution of the ACC at such time of day as is fixed by the ACC and
specified in the notice of meeting. The annual meetings shall be held to transact such
business that properly comes before each such meeting.
4.3 Special Meetings of Members. During the Declarant Control Period, special
meetings of the Members may be called by the ACC but not the Members. Following the
Declarant Control Period, special meetings of the Members may be called by the ACC or by
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the Members holding not less than 20% of the total votes in the Association. No business
shall be transacted at a special meeting of the Members except as indicated in the notice
thereof.
4.4 Record Date. For the purpose of determining the Members entitled to notice of, or
to vote at, any meeting of the Members, or for the purpose of determining such Members
for any other proper purpose, the ACC of the Association may fix in advance a future date
as the record date for any determination of the Members. The record date may not be more
than 70 days prior to the meeting of the Members or the event requiring a determination of
the Members.
4.5 Notice of Members’ Meetings. Written notice of any meeting of the Members will
be delivered not less than two nor more than 50 days before the date of the meeting, either
personally or by first class or registered mail to each Member entitled to vote at the
meeting. The notice of any meeting will 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 a member of the
ACC. If mailed, the notice will be deemed to be delivered five business days after it is
deposited in the United States mail, first-class postage prepaid, addressed to the Member
at the mailing address for the Member appearing in the Association’s records. If mailed, the
notice will be deemed to be delivered 10 days after it is deposited in the United States mail,
first-class postage prepaid, addressed to the Member at the mailing address for the
Member appearing in the Association’s records. If delivered personally, the notice will be
deemed to be delivered when delivered to the physical address of the Member appearing in
the Association’s records. If delivered by overnight courier, the notice will be deemed to be
delivered on the next business day following the day on which the notice is deposited with
the overnight courier service and addressed to the address of the Member appearing in the
Association’s records. If delivered by facsimile, the notice will be deemed to be delivered
when the facsimile machine used by the Association confirms transmittal of the notice to the
facsimile number for the Member appearing in the Association’s records.
4.6 Proxies.
4.6.1 In addition to the appointment of an Authorized Representative pursuant to
Section 3.3 of these Bylaws, a Member (including an Authorized Representative)
that is entitled to vote may vote in person or by proxy if the proxy is executed in
writing by the Member and delivered to the secretary of the meeting prior to the
time the proxy is exercised. A Member may appoint a proxy by signing an
appointment form, either personally or by the Member’s attorney-in-fact, or by
transmitting or authorizing the transmission of an electronic transmission providing
a written statement of the appointment to the proxy or other person duly authorized
by the proxy to receive appointments as agent for the proxy or to the Association,
except that the transmitted appointment shall set forth or be transmitted with written
evidence from which it can be determined that the Member transmitted or
authorized the transmission of the appointment.
4.6.2 A proxy may be revoked by a written revocation filed with the chairman of
the meeting prior to the time the proxy is exercised or by voting in person. A proxy
automatically ceases upon a change in the ownership of the Membership on the
Association’s books. No proxy is valid after 11 months from the date of its
execution unless otherwise provided in the proxy appointment form. Any form of
proxy or written ballot furnished or solicited by the Association will afford an
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opportunity for the Members to specify on the form a choice between approval and
disapproval of each matter (or group of related matters) which is known, at the time
the form of proxy or written ballot is prepared, and which may come before the
meeting, and will provide, subject to reasonably specified conditions, that if a
Member specifies a choice with respect to any matter, the vote will be cast in
accordance with the Member’s choice.
4.7 Quorum at Members’ Meeting. Except as may be otherwise provided in the
Declaration, the Articles of Incorporation or these Bylaws, the presence, in person or by
proxy, of Members entitled to cast at least 40% of the votes in the Association shall
constitute a quorum at any meeting of such Members. The Members present in person or
by proxy at a duly organized meeting may not continue to transact business if some of the
Members withdraw from the meeting, leaving less than a quorum.
4.8 Adjournments of Members’ Meetings. Members present in person or by proxy at
any meeting may adjourn the meeting from time to time, whether or not a quorum is present
in person or by proxy, without notice other than announcement at the meeting for a total
period or periods not exceeding 60 days after the date set for the original meeting. At any
adjourned meeting held without notice other than announcement at the meeting, the
quorum requirement may not be reduced or changed, but if the originally required quorum is
present in person or by proxy, any business may be transacted which might have been
transacted at the meeting as originally called. Notwithstanding the foregoing, if the
adjourned meeting is set for a date that is more than 70 days after the record date initially
fixed for the meeting pursuant to Section 4.4 of these Bylaws, then notice of the adjourned
meeting (pursuant to Section 4.5 of these Bylaws) must be given to the Members of record
as of the new record date fixed for such adjourned meeting pursuant to Section 4.4 of these
Bylaws.
4.9 Vote Required at Members’ Meeting. At any meeting of the Members called and
held in accordance with these Bylaws, if a quorum is present, the affirmative vote of
Members entitled to cast a majority (i.e., more than 50%) of the votes, present and voting
either in person or by proxy, which may be cast on a matter are necessary to adopt the
matter, unless a different percentage is required by law or by the Association Instruments,
in which case the different requirement shall control. There shall be no cumulative voting
for ACC Members or for any other action considered by the Members.
4.10 Officers of Meetings. At any meeting of the Members, the President (or any other
ACC Member) shall act as chairperson, and a person designated by the chairperson shall
act as secretary of the meeting.
4.11 Expenses of Meetings. The Association shall bear the expenses of all meetings
of the Members.
4.12 Waiver of Notice. A waiver of notice of any meeting of the Members, signed by a
Member, whether before or after the meeting, shall be equivalent to the giving of notice of
the meeting to such Member. Attendance of a Member at a meeting, either in person or by
proxy, shall constitute waiver of notice of such meeting except when the Member attends
for the express purpose of objecting to the transaction of business because the meeting is
not lawfully called or convened.
4.13 Action of Members Without a Meeting. Any action required to be taken or which
may be taken at a meeting of the Members may be taken without a meeting if a written
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consent setting forth the action taken is signed by all of the Members, including any Multiple
Owners, entitled to vote on the subject matter of the action. In order for any action taken
without a meeting to be effective, the written consent of all Members entitled to vote on the
subject matter of the action must be received by the Association within 60 days after the
earliest date upon which the Association received any such written consent. Action taken
without a meeting shall be effective when the last written consent necessary to effect the
action is received by the Association (the “Effective Date”), unless the written consents set
forth a different Effective Date. Any Member submitting a written consent under this
Section 4.13 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,
provided that such writing is received by the Association before the Effective Date. The
record date for determining Members entitled to take action without a meeting or to receive
notice of such action shall be the date that the first written consent concerning the action is
received by the Association.
4.14 Action of Members by Mail Ballot.
4.14.1 Any action required to be taken or which may be taken at a meeting of the
Members may be taken by mail ballot without a meeting to the extent permitted by
Section 7-127-109 of the Nonprofit Act. In order for an action taken by mail ballot to
be effective: (i) the Association must have delivered a written ballot to every
Member entitled to vote on the subject matter of the action, (ii) the number of votes
cast by ballot must have satisfied the quorum requirement set forth in Section 4.7 of
these Bylaws, (iii) the number of approvals must have satisfied the affirmative vote
requirement set forth in Section 4.9 of these Bylaws, and (iv) all ballots and ballot
solicitations must have satisfied the specific requirements therefor as set forth in
Section 7-127-109 of the Nonprofit Act.
4.14.2 With respect to any action taken by mail ballot, if only one ballot is received
by the Association from among any group of Multiple Owners of a Lot, such ballot
shall be deemed to represent the vote or votes, as the case may be, allocated to
such Lot. If more than one ballot is received by the Association from among any
group of Multiple Owners of a Lot, any and all votes allocated to such unit shall be
cast only in accordance with the unanimous agreement of all such ballots received
by the Association. If any ballot received from among a group of Multiple Owners of
a Lot conflicts with any other such ballot, none of the votes allocated to such Lot
shall be entitled to be cast.
4.15 List of Members for Meeting and Action by Mail Ballot. After fixing a record
date for notice of a meeting pursuant to Section 4.4 of these Bylaws or for determining the
Members entitled to take action by mail ballot pursuant to Section 4.14 of these Bylaws, the
Association shall prepare an alphabetical list of the names, addresses, and votes in the
Association of all Members entitled to notice of, and to vote at, the meeting or to take such
action by written ballot. The list shall be made available for inspection by the Members in
accordance with the specific requirements set forth in Section 7-127-201 of the Nonprofit
Act. Failure by the Association to prepare or make available the list of Members will not
affect the validity of action taken at the meeting or by means of such written ballot.
4.16 Meetings by Telecommunication. Any or all of the Members may participate in
an annual, regular, 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
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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.
5 Architectural Control Committee
5.1 General Powers and Duties of ACC. The ACC has the duty to manage and
supervise the affairs of the Association and has all powers necessary or desirable to permit
it to do so. Without limiting the generality of the previous sentence, the ACC has the power
to exercise or cause to be exercised for the Association, all of the powers, rights and
authority of the Association not reserved to the Owners in the Association Instruments or
the Nonprofit Act. Pursuant to Section 7-128-101(2) of the Nonprofit Act, the ACC shall
have the authority and perform the duties of a “board of directors” as defined in the
Nonprofit Act. The ACC may delegate any portion of its authority to an executive
committee, officer, executive manager or manager of the Association.
5.2 Special Powers and Duties of ACC. Without limiting the general powers and
duties set forth in Section 5.1 of these Bylaws, the ACC has all the powers and duties set
forth for it in the Declaration, including, without limitation, the specific powers and duties set
forth in the Declaration.
5.3 Qualifications of ACC Members. There shall be three ACC Members. Each ACC
Member shall be a natural person who is at least 18 years of age. An ACC Member may be
reelected, and there shall be no limit on the number of terms an ACC Member may serve
on the ACC. An ACC member need not be a Member of the Association or the Authorized
Representative of a Member. After the Declarant Control Period, one ACC Member shall
be an architect licensed in the State of Colorado.
5.4 General Standards of Conduct for ACC Members and Officers. To the extent
not otherwise inconsistent with Colorado law, any ACC Member, in connection with the
authority and powers granted to the ACC by the Association Instruments or by any
applicable law, including but not limited to, management, personnel, maintenance and
operations, interpretation and enforcement of the Association Instruments, the development
of rules and restrictions, insurance, contracts and finance, shall act in good faith, with such
care as an ordinarily prudent person in a like position would use under similar
circumstances, and in a manner that such ACC Member believes is in the best interests of
the Association. In discharging his or her duties, an ACC Member is entitled to rely on
information, opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by: (i) one or more officers or employees
or agents or independent contractors of the Association whom the ACC Member believes to
be reliable and competent in the matters presented; or (ii) legal counsel, public accountants
or other persons as to matters which the ACC Member believes to be within such person’s
professional or expert competence, so long as, in any such case, the ACC Member acts in
good faith, after reasonable inquiry when the need therefor is indicated by the
circumstances and without knowledge that would cause such reliance to be unwarranted.
In addition to the limitations on liability set forth in Section 5.12 of these Bylaws, an ACC
Member shall not be liable as such to the Association for any act or omission if, in
connection with such act or omission, the ACC Member performed the duties of his or her
position in compliance with this Section 5.4. An ACC Member or officer shall not be
deemed to be a trustee with respect to the Association or with respect to any property held
or administered by the Association.
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5.5 Term of ACC Members. The term of each ACC Member shall be as set forth in
the Declaration.
5.6 Appointment and Election of ACC Members. During the Declarant Control
Period, Declarant shall appoint all of the ACC Members. After the termination of the
Declarant Control Period, the Members of the Association shall elect all of the ACC
Members.
5.7 Removal of ACC Members. Any ACC Member appointed by Declarant may be
removed, with or without cause, only by Declarant. Following the Declarant Control Period,
the Members, by the affirmative vote of Members holding more than 50% of the votes in the
Association present, either in person or by proxy, and entitled to vote at any meeting of the
Association at which a Quorum is present, may remove, with or without cause, any ACC
Member.
5.8 Resignation of ACC Members. Any ACC Member may resign at any time by
giving written notice to the President, to the Secretary or to the ACC stating the effective
date of such resignation. Acceptance of such resignation shall not be necessary to make
the resignation effective.
5.9 Vacancies in ACC Members. Any vacancy of an ACC seat previously held by a
Declarant appointee shall be filled by a further appointment made by Declarant. Any
vacancy occurring in an ACC seat held by an ACC Member elected by the Members shall
be filled by the affirmative vote of a majority of the remaining ACC Members, though less
than a quorum of the ACC. An ACC Member elected or appointed to fill a vacancy shall be
elected or appointed for the unexpired term of his or her predecessor in office.
5.10 Manager or Managing Agent. The ACC, by resolution adopted by a majority of
the ACC Members in office, may designate and appoint a manager, managing agent and/or
other agent responsible for any of the affairs of the Association. The manager, managing
agent and/or other agent will have and exercise those powers and will fulfill those duties of
the ACC as specified in the resolution, and may be Declarant or an affiliate of Declarant
5.11 Conflicting Interest Transactions.
5.11.1 No loans shall be made by the Association to any ACC Member or officer.
5.11.2 No contract, transaction, or other financial relationship between the
Association and an ACC Member, or between the Association and a party related to
an ACC Member, or between the Association and an entity in which an ACC
Member has a financial interest (a “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 an ACC Member or a
party related to an ACC Member or an entity in which an ACC Member has a
financial interest or solely because the ACC Member is present at or participates in
the meeting of the ACC that authorizes, approves, or ratifies the Conflicting Interest
Transaction or solely because the ACC Member's vote is counted for such purpose
if: (i) the material facts as to the ACC Member's relationship or interest and as to
the Conflicting Interest Transaction are disclosed or are known to the ACC, and the
ACC in good faith authorizes, approves, or ratifies the Conflicting Interest
Transaction by the affirmative vote of a majority of the disinterested ACC Members,
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even though the disinterested ACC Members are less than a quorum; or (ii) the
material facts as to the ACC Member's relationship or interest as to the Conflicting
Interest Transaction are disclosed or are known to the ACC Members entitled to
vote thereon, and the Conflicting Interest Transaction is specifically authorized,
approved, or ratified in good faith by a vote of the ACC Members entitled to vote
thereon; or (iii) the Conflicting Interest Transaction is fair as to the Association.
Common or interested ACC Members may be counted in determining the presence
of a quorum at a meeting of the ACC which authorizes, approves, or ratifies the
Conflicting Interest Transaction.
5.12 Limitations of Liability and Indemnification of ACC Members.
5.12.1 No ACC Member shall be liable for actions taken or omissions made in the
performance of such ACC Member’s duties as such, except for wanton and willful
acts or omissions.
5.12.2 Without limiting the generality of Section 5.12.1 of these Bylaws, no ACC
Member shall have any personal liability to the Association or its Members for
monetary damages for breach of fiduciary duty as an ACC Member; except that the
personal liability of such ACC Member shall not be eliminated for: (i) any breach of
the ACC Member’s duty of loyalty to the Association or its Members; (ii) acts or
omissions by the ACC Member not in good faith or that involve intentional
misconduct or a knowing violation of the law; (iii) voting for or assenting to any
unlawful distributions as defined under Section 7-128-403 of the Nonprofit Act,
provided that the extent of liability for such vote or assent shall be determined
pursuant to Section 7-128-403 of the Nonprofit Act; (iv) consenting to or
participating in the making of any loan by the Association to any ACC Member,
provided that the extent of liability for such consent or participation shall be
determined pursuant to Section 7-128-501 of the Nonprofit Act; or (v) any
transaction from which the ACC Member directly or indirectly derived an improper
personal benefit.
5.12.3 No ACC Member shall be personally liable for any injury to person or
property arising out of a tort committed by an employee of the Association unless
such ACC Member was personally involved in the situation giving rise to the injury
or unless such ACC Member committed a criminal offense in connection with such
situation.
5.12.4 Nothing contained in this Section 5.12 will be construed to deprive any ACC
Member of his or her right to all defenses ordinarily available to the member of a
board of directors under the Nonprofit Act nor will anything herein be construed to
deprive any ACC Member of any right he or she may have for contribution from any
other ACC Member or other person.
5.12.5 The Association will indemnify, to the maximum extent permitted by law,
any person made a party to a proceeding because such person is or was an ACC
Member against liability incurred in the proceeding and against reasonable
expenses incurred by the person in connection with the proceeding. The
Association further may, to the maximum extent permitted by law, purchase and
maintain insurance on behalf of a person who is or was an ACC Member against
liability asserted or incurred by the person in that capacity or arising from the
person’s status as an ACC Member.
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6 Meetings of ACC Members
6.1 Place of ACC Members’ Meetings. Meetings of the ACC may be held any place
designated by the ACC.
6.2 Annual Meeting of ACC Members. Annual meetings of the ACC shall not be
required.
6.3 Special Meetings of ACC Members. Special meetings of the ACC may be called
by the President or a majority of the ACC Members.
6.4 Notice of ACC Members’ Meetings. When notice is required for any meeting of
the ACC, notice stating the place, day and hour of the meeting will be delivered not less
than two nor more than 50 days before the date of the meeting, by mail, facsimile,
telephone or personally, by or at the direction of the persons calling the meeting, to each
ACC Member. If mailed, the notice will be deemed delivered five business days after it is
deposited in the mail addressed to the ACC Member at his or her home or business
address as either appears in the records of the Association, with its first-class postage
prepaid. If by facsimile, the notice will be deemed delivered when facsimilied to the ACC
Member at his or her home or business facsimile number as either appears on the records
of the Association. If by telephone, the notice will be deemed delivered when given by
telephone to the ACC Member or to any person answering the telephone who sounds
competent and mature at the ACC Member’s home or business phone number as either
appears on the records of the Association. If given personally, the notice will be deemed
delivered upon delivery of a copy of a written notice to, or upon verbally advising, the ACC
Member or some person who appears competent and mature at the ACC Member’s home
or business address as either appears on the records of the Association. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the ACC
need be specified in the notice or waiver of notice of such meeting.
6.5 Proxies. For purposes of determining a quorum of ACC Members with respect to a
particular proposal, and for purposes of casting a vote for or against a particular proposal,
an ACC Member may be deemed to be present at a meeting and to vote if the ACC
Member has granted a signed written proxy to another ACC Member who is present at the
meeting, authorizing the other ACC Member 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.
6.6 Quorum of ACC Members. A majority of the number of ACC Members fixed in
these Bylaws shall constitute a quorum for the transaction of business by the ACC.
6.7 Adjournment of ACC Member’s Meetings. The ACC Members present at any
meeting of the ACC may adjourn the meeting from time to time, whether or not a quorum is
present, for a total period or periods not to exceed 30 days after the date set for the original
meeting. Notice of an adjourned meeting will be given to all ACC Members. At any
adjourned meeting, the quorum requirement will not be reduced or changed, but if the
originally required quorum is present, any business may be transacted which may have
been transacted at the meeting as originally called.
6.8 Vote Required at ACC Members’ Meeting. At any meeting of the ACC, if a
quorum is present either in person or by proxy, the affirmative vote of a majority of the ACC
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Bylaws of Stage Road Design Association 11
Members present shall be necessary for the adoption of the matter, unless a greater
proportion is required by law or the Association Instruments.
6.9 Officers at Meetings. The President (or in his or her absence, any other ACC
Member) shall act as chairman and the ACC shall designate an ACC Member or other
person to act as secretary at all meetings of ACC Members.
6.10 Waiver of Notice. A waiver of notice of any meeting of the ACC, signed by an
ACC Member, whether before or after the meeting, shall be equivalent to the giving of
notice of the meeting to such ACC Member. Attendance of an ACC Member at a meeting
in person shall constitute waiver of notice of such meeting, except when the ACC Member
attends for the express purpose of objecting to the transaction of business because the
meeting is not lawfully called or conveyed.
6.11 Action of ACC Members Without a Meeting. Any action required to be taken or
which may be taken at a meeting of the ACC may be taken without a meeting if all of the
ACC Members in writing: (i) vote for such action by the unanimous affirmative vote of the
ACC Members then in office; or (ii) vote against such action or abstain from voting, and
waive the right to demand that action not be taken without a meeting. Such action taken
without a meeting shall not be effective unless and until all such writings necessary to effect
the action, which have not been revoked as provided herein below, are received by the
Association; except that the writings may set forth a different effective date. Any ACC
Member who has signed and submitted a writing pursuant to this Section 6.11 may revoke
such writing by a subsequent writing signed and dated by the ACC Member describing the
action and stating that the ACC Member’s prior vote with respect thereto is revoked, if such
writing is received by the Association before the last writing necessary to effect the action is
received by the Association.
6.12 Meeting Attendance; Executive Sessions.
6.12.1 The ACC may permit any ACC Member to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all persons participating may hear each other during the
meeting. AN ACC Member participating in a meeting by this means is deemed to
be present in person at the meeting.
6.12.2 The ACC or any committee thereof may hold an executive or closed door
session and may restrict attendance to ACC Members and such other persons
requested by the ACC during a regular or specially announced meeting or a part
thereof. The matters to be discussed at such an executive session shall be limited
to: (i) matters pertaining to employees of the Association or involving the
employment, promotion, discipline, or dismissal of an officer, agent, or employee of
the Association; (ii) consultation with legal counsel concerning disputes that are the
subject of pending or imminent court proceedings or matters that are privileged or
confidential between attorney and client; (iii) investigative proceedings concerning
possible or actual criminal misconduct; (iv) matters subject to specific constitutional,
statutory, or judicially imposed requirements protecting particular proceedings or
matters from public disclosure; or (v) any matter the disclosure of which would
constitute an unwarranted invasion of individual privacy. Prior to the time that the
ACC or any committee thereof convenes an executive session, the chair shall
announce the general matter of discussion as enumerated above. No rule or
regulation of the ACC or any committee thereof shall be adopted during an
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Bylaws of Stage Road Design Association 12
executive session. The minutes of all meetings at which an executive session was
held shall indicate that an executive session was held and the general subject
matter of the executive session.
7 Officers
7.1 Officers, Employees and Agents. The officers of the Association shall consist of
a President, and such other officers, assistant officers, employees and agents as the ACC
deems necessary. Any two or more offices may be held by the same person.
7.2 Appointment and Term of Office of Officers. Except as otherwise provided in
this Section 7.2, each officer of the Association shall be appointed by the ACC and shall
hold office subject to the pleasure of the ACC until the officer’s successor is appointed,
whichever is later, unless the officer resigns or is earlier removed. During the Declarant
Control Period, Declarant may appoint the officers of the Association.
7.3 Removal of Officers. Except as otherwise provided in this Section 7.3, any officer,
employee or agent may be removed by the ACC, with or without cause, whenever in the
ACC’s judgment the best interests of the Association will be served thereby. The removal
of an officer, employee or agent shall be without prejudice to the contract rights, if any, of
the officer, employee or agent so removed. Election or appointment of an officer, employee
or agent shall not of itself create contract rights. During the Declarant Control Period,
Declarant may remove the officers of the Association with or without cause.
7.4 Resignation of Officers. Any officer may resign at any time by giving written
notice to the President of the ACC stating the effective date of his or her resignation.
Acceptance of such resignation shall not be necessary to make the resignation effective.
7.5 Vacancies in Officers. Except as otherwise provided in this Section 7.5, any
vacancy occurring in any position as an officer may be filled by the ACC. During the
Declarant Control Period, any vacancy occurring in any officer position may be filled by
Declarant. An officer appointed to fill a vacancy shall be appointed for the unexpired term
of his or her predecessor in office.
7.6 President. The President shall be the principal executive officer of the Association
and, subject to the control of the ACC, shall direct, supervise, coordinate and have general
powers generally attributable to the chief executive officer of a corporation. The President
shall preside at all meetings of the ACC and of the Members. The President may prepare,
execute, certify, and record duly made amendments to the Declaration on behalf of the
Association.
8 Miscellaneous
8.1 Amendment of Bylaws. Except as provided in the Nonprofit Act, the ACC may
alter, amend or repeal these Bylaws or adopt new Bylaws. These Bylaws may contain any
provision for the regulation or management of the affairs of the Association not inconsistent
with law, the Declaration or the Articles of Incorporation. These Bylaws may not be
amended, repealed or replaced by vote of the Members.
8.2 Biennial Corporate Reports. The Association shall file with the Secretary of State
of Colorado, within the time prescribed by law, biennial corporate reports on the forms
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Bylaws of Stage Road Design Association 13
prescribed and furnished by the Secretary of State and containing the information required
by law and shall pay the fee for such filing as prescribed by law.
8.3 Fiscal Year. The Fiscal Year of the Association shall be determined by the ACC.
8.4 Seal. The ACC may, but is not required to, adopt a seal which shall have inscribed
thereon the name of the Association and the words “SEAL” and “COLORADO.”
8.5 Shares of Stock and Dividends Prohibited. The Association shall not have or
issue shares of stock and no dividend shall be paid and no part of the income or profit of the
Association shall be distributed to its Members, ACC Members or officers. Notwithstanding
the foregoing paragraph, the Association may issue certificates evidencing Membership
therein, may confer benefits upon its Members in conformity with its purposes and, upon
dissolution or final liquidation, may make distributions as permitted by law, and no such
payment, benefit or distribution shall be deemed to be a dividend or distribution of income
or profit.
8.6 Minutes and Presumptions Thereunder. Minutes or any similar records or the
meetings of the Members, or of the ACC, when signed by the Secretary or acting secretary
of the meeting, shall be presumed to truthfully evidence the matters set forth therein. A
recitation in any such minutes that notice of the meeting was properly given shall be prima
facie evidence that the notice was given.
8.7 Checks, Drafts and Documents. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or payable to the
Association, shall be signed or endorsed by such person or persons, and in such manner
as, from time to time, shall be determined by resolution of the ACC.
ADOPTED AS OF ___________________, 200__,
BY THE STAGE ROAD ARCHITECTURAL CONTROL COMMITTEE.
Name:
Name:
Name:
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