HomeMy WebLinkAbout13_STAGE_ROAD_HOMEOWNERS_ASSOCIATION13.1Stage Road Homeowners Association
stage road homeowners association
section
13
13.2 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Contents
Declaration of Covenants........................13.3
Articles of Incorporation..........................13.45
Bylaws........................................................13.49
Introduction
The Stage Road Homeowners Association
serves the 12 new free market residential
lots.
13.3Stage Road Homeowners 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 Covenants, Easements, Conditions
and Restrictions
for
Stage Road Planned Unit Development/Subdivision
13.4 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
Page
i
1 General.....................................................................................................................................1
1.1 Capitalized Terms........................................................................................................1
1.2 Purpose .......................................................................................................................1
1.3 Declaration ..................................................................................................................1
1.4 Easement Issues.........................................................................................................1
1.5 CCIOA Exemption.......................................................................................................1
2 Definitions.................................................................................................................................2
2.1 ACC.............................................................................................................................2
2.2 Access Road System ..................................................................................................2
2.3 Access Road Easement..............................................................................................2
2.4 Access Road Easement Areas....................................................................................2
2.5 Agricultural Lands Conservation Easement................................................................2
2.6 Articles of Incorporation or Articles..............................................................................2
2.7 Assessment.................................................................................................................2
2.8 Association ..................................................................................................................2
2.9 Authorized Representative..........................................................................................2
2.10 Board of Directors or Board.........................................................................................2
2.11 Building Envelope........................................................................................................2
2.12 Bylaws .........................................................................................................................2
2.13 CCIOA .........................................................................................................................3
2.14 City...............................................................................................................................3
2.15 Common Allocation .....................................................................................................3
2.16 Common Assessment .................................................................................................3
2.17 Common Elements......................................................................................................3
2.18 Common Expenses .....................................................................................................3
2.19 Cultural Use Area........................................................................................................3
2.20 Declarant .....................................................................................................................3
2.21 Declarant Control Period.............................................................................................3
2.22 Declaration ..................................................................................................................4
2.23 Delinquency Costs.......................................................................................................4
2.24 Design Guidelines .......................................................................................................4
2.25 Director........................................................................................................................4
2.26 Eligible Holder .............................................................................................................4
13.5Stage Road Homeowners Association
Table of Contents
(continued)
Page
ii
2.27 Fathering Parcel..........................................................................................................4
2.28 Fathering Parcel Agricultural Easement......................................................................4
2.29 Fathering Parcel Easement Areas ..............................................................................4
2.30 Final Plat......................................................................................................................4
2.31 First Mortgage .............................................................................................................4
2.32 Fiscal Year...................................................................................................................4
2.33 Improvements..............................................................................................................5
2.34 Lot................................................................................................................................5
2.35 Master Architectural Restrictions.................................................................................5
2.36 Member........................................................................................................................5
2.37 Membership.................................................................................................................5
2.38 Mortgage......................................................................................................................5
2.39 Mortgagee ...................................................................................................................5
2.40 Municipal Code............................................................................................................5
2.41 Owner..........................................................................................................................5
2.42 PUD.............................................................................................................................5
2.43 Permittee .....................................................................................................................5
2.44 Person .........................................................................................................................5
2.45 Pre-Annexation Agreement.........................................................................................6
2.46 Property.......................................................................................................................6
2.47 Quorum........................................................................................................................6
2.48 Ranch Manager’s Lot ..................................................................................................6
2.49 Records .......................................................................................................................6
2.50 Reserve Fund..............................................................................................................6
2.51 Rules............................................................................................................................6
2.52 Special Assessment....................................................................................................6
2.53 Specific Assessment ...................................................................................................6
2.54 Taking..........................................................................................................................6
3 Creation of the Community.......................................................................................................6
3.1 Creation.......................................................................................................................6
3.2 Number of Lots............................................................................................................6
3.3 Allocations ...................................................................................................................6
4 Development of The Property...................................................................................................7
13.6 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
(continued)
Page
iii
4.1 Governmental/Utility Interests .....................................................................................7
4.2 Declarant’s Right to Construct Common Elements.....................................................7
4.3 Subdivision by Owners................................................................................................7
5 Easements................................................................................................................................7
5.1 Easement for Use, Access and Enjoyment in and to the Common Elements............7
5.2 Easements for Encroachment of Common Elements .................................................8
5.3 Easements Benefiting Declarant .................................................................................8
5.4 Right of Entry...............................................................................................................8
5.5 General Access Road Easement................................................................................9
5.6 Fathering Parcel Easements.......................................................................................9
5.7 Access Easement for Cultural Use Area and Ranch Manager’s Lot ........................11
5.8 Easements Run with Land.........................................................................................11
6 The Association......................................................................................................................11
6.1 Function of Association, Generally ............................................................................11
6.2 Membership...............................................................................................................11
6.3 Authorized Representative........................................................................................12
6.4 Majority Approval.......................................................................................................12
6.5 Board of Directors......................................................................................................12
6.6 Removal of Directors.................................................................................................13
6.7 Officers ......................................................................................................................13
6.8 Delivery of Property to Association ...........................................................................13
6.9 Powers.......................................................................................................................13
6.10 Enforcement ..............................................................................................................15
6.11 Board Authority..........................................................................................................15
6.12 Pre-Annexation Agreement and PUD .......................................................................15
7 Financial Matters, Budget and Assessments.........................................................................15
7.1 General Financial Matters; Budget ............................................................................15
7.2 Creation of Assessments...........................................................................................17
7.3 Common Assessments..............................................................................................17
7.4 Special Assessments ................................................................................................18
7.5 Specific Assessments................................................................................................18
7.6 Commencement of Assessments..............................................................................19
8 Enforcement of Assessments.................................................................................................19
13.7Stage Road Homeowners Association
Table of Contents
(continued)
Page
iv
8.1 Payment of Assessments..........................................................................................19
8.2 Delinquency Notice....................................................................................................19
8.3 Acceleration...............................................................................................................20
8.4 Lien for Assessments................................................................................................20
8.5 Enforcement of Assessments....................................................................................20
8.6 Reallocation...............................................................................................................21
8.7 Disputes and Records...............................................................................................21
8.8 Certificate...................................................................................................................21
9 Maintenance...........................................................................................................................21
9.1 Association’s Responsibilities ...................................................................................21
9.2 Owner’s Responsibility..............................................................................................22
9.3 Maintenance Standard ..............................................................................................23
9.4 Party Structures.........................................................................................................23
9.5 Security......................................................................................................................23
10 Use Restrictions .....................................................................................................................23
10.1 Use ............................................................................................................................23
10.2 Landscaping ..............................................................................................................24
10.3 Unsightly or Unkempt Conditions ..............................................................................24
10.4 Quiet Enjoyment ........................................................................................................24
10.5 Firearms, Fireworks and Explosives .........................................................................24
10.6 Hunting ......................................................................................................................24
10.7 No Harassment of Wildlife.........................................................................................25
10.8 No Hazardous Activities ............................................................................................25
10.9 PUD and Laws...........................................................................................................25
10.10 Limitation on Fences .................................................................................................25
10.11 Storage of Recreational Vehicles ..............................................................................25
10.12 Use of Recreational Vehicles ....................................................................................25
10.13 Trash Containers and Refuse ...................................................................................25
10.14 Dogs and Other Animals ...........................................................................................25
10.15 Lights and Sounds.....................................................................................................26
10.16 No Outdoor Fires.......................................................................................................26
10.17 Variances and Rezonings..........................................................................................26
10.18 Exception for Construction ........................................................................................26
13.8 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
(continued)
Page
v
10.19 Declarant’s Exemption...............................................................................................26
10.20 Fathering Parcel Owner Exemption ..........................................................................26
10.21 Fathering Parcel Enforcement...................................................................................26
11 Insurance, Damage And Takings...........................................................................................27
11.1 Association’s Insurance.............................................................................................27
11.2 Damage and Destruction...........................................................................................28
11.3 Takings......................................................................................................................29
12 Mortgagee Provisions.............................................................................................................30
12.1 No Priority..................................................................................................................30
12.2 Notice to Mortgagees ................................................................................................30
13 Conveyancing and Encumbrancing........................................................................................30
13.1 Lots............................................................................................................................30
13.2 Common Elements....................................................................................................31
14 Amendment ............................................................................................................................31
14.1 Required Votes..........................................................................................................31
14.2 Amending Documents...............................................................................................31
15 General Provisions .................................................................................................................32
15.1 Permittees Bound......................................................................................................32
15.2 Ranching Disclosure, Acknowledgement and Waiver...............................................32
15.3 Duration and Termination..........................................................................................32
15.4 Compliance; Right of Action......................................................................................32
15.5 Attorney Fees ............................................................................................................33
15.6 Indemnity...................................................................................................................33
15.7 Severability................................................................................................................33
15.8 Governing Law ..........................................................................................................33
15.9 Captions.....................................................................................................................33
15.10 Notices.......................................................................................................................33
13.9Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 1
for Stage Road Planned Unit Development/Subdivision
Declaration of Covenants, Easements, Conditions and
Restrictions for Stage Road Planned Unit
Development/Subdivision
THIS DECLARATION OF COVENANTS, EASEMENTS, CONDITIONS AND RESTRICTIONS FOR
STAGE ROAD PLANNED UNIT DEVELOPMENT/SUBDIVISION is made by Bar/X Ranch LLC, a
Colorado limited liability company, as of ________________, 200__.
1 General
1.1 Capitalized Terms. Capitalized terms used in this Declaration are defined in
Article 2 below.
1.2 Purpose. This Declaration is executed to impose upon the Property mutually
beneficial restrictions under a general plan of improvement for the benefit of the Owners and
to establish a flexible and reasonable procedure for the overall development, administration,
maintenance and preservation of the Property.
1.3 Declaration. Declarant, for itself and its successors and assigns, hereby declares
that all of the Property shall, from and after the date hereof, be owned, held, conveyed,
encumbered, leased, improved, used, occupied and enjoyed subject to the covenants,
conditions, restrictions, reservations, easements and other provisions set forth in this
Declaration in furtherance of, and the same shall constitute, a general plan for the
subdivision, ownership, improvement, sale, use and occupancy of the Property and to
enhance the value, desirability and attractiveness of the Property. This Declaration shall:
(i) run with the Property at law and as an equitable servitude; (ii) bind any Person having or
acquiring any right, title or interest in any portion of the Property; (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 and be binding upon Declarant and its successors in interest and assigns, each
Owner and its heirs, successors in interest and assigns, and the Association and its
successors in interest.
1.4 Easement Issues. As of the execution and Recording of this Declaration, Declarant
is also the owner of the Fathering Parcel, the Cultural Use Area, and the Ranch Manager’s
Lot. As the owner of the Fathering Parcel, the Cultural Use Area and the Ranch Manager’s
Lot, Declarant executes this Declaration for the purpose of (in addition to subjecting the
Property to the terms of this Declaration as stated in Section 1.3) declaring, establishing and
creating the easements described in Article 5 below to the extent such easements affect or
benefit such properties. The fact that Declarant is the owner of the Fathering Parcel, the
Property, the Ranch Manager’s Lot and the Cultural Use Area as of the date this Declaration
is executed and Recorded is not intended to and shall not result in the termination or failure
of any easements established hereby pursuant to the common law doctrine commonly known
as the “merger doctrine.”
1.5 CCIOA Exemption. Pursuant to the terms of this Declaration, the Association and
this Declaration are exempt from the provisions of CCIOA to the extent permitted under
Section 38-33.3-116 of CCIOA because the planned community established by this
Declaration contains no more than 20 units and because no development rights are reserved
in favor of the Declarant.
13.10 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 2
for Stage Road Planned Unit Development/Subdivision
2 Definitions
The following terms shall have the meanings set forth below when used herein:
2.1 ACC: Stage Road Architectural Control Committee or any other supplemental design
review committee established pursuant to the Master Architectural Restrictions.
2.2 ADU. An accessory dwelling unit located on any Lot that meets the requirements of
the City’s Land Use Regulations for accessory dwelling units.
2.3 Access Road System: (a) The roads now existing or hereafter installed within the
Access Road Easement Areas pursuant to the Access Road Easement as set forth in
Section 5.5 for the purpose of providing access through, between, from and to the Property,
including the individual Lots; and (b) any bridge, roadway Improvement, road-side trail, real
property or interest in real property owned, held or maintained by the Association for the
purpose of providing access to, from and within the Property. The Access Road System shall
include the roadway surface, walkways, trails for pedestrian or equestrian use, grading,
slopes, related drainage facilities, berms, vegetation, lighting fixtures, fencing and other
Improvements related to the construction, safety, maintenance, repair and replacement of
such roads and road-side trails.
2.4 Access Road Easement: Is defined in Section 5.5.1.
2.5 Access Road Easement Areas: The areas of the Property and the Fathering Parcel
described and depicted on the Final Plat as “Private Access and Utility Easement.”
2.6 Agricultural Lands Conservation Easement: The Agricultural Lands Conservation
Easement that was Recorded on _______________, 200__, at Reception
No. ________________, or any amended or replacement version thereof in effect from time
to time.
2.7 Articles of Incorporation or Articles: The Articles of Incorporation of the
Association which have been or will be filed with the Secretary of State of the State of
Colorado, as amended from time to time.
2.8 Assessment: An assessment, which may be a Common Assessment, a Special
Assessment or a Specific Assessment, that is levied by the Association on one or more Lots
pursuant to the terms of this Declaration.
2.9 Association: Stage Road Homeowners Association, a Colorado nonprofit
corporation.
2.10 Authorized Representative: A natural person who is appointed by an Owner,
pursuant to Section 6.3, as a proxy, attorney-in-fact or authorized representative to vote on
behalf of such Owner in matters coming before the Association.
2.11 Board of Directors or Board: The Board of Directors of the Association.
2.12 Building Envelope: The building envelope depicted as such for each Lot on the
Final Plat.
13.11Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 3
for Stage Road Planned Unit Development/Subdivision
2.13 Bylaws: The Bylaws of the Association, as amended from time to time.
2.14 CCIOA: The Colorado Common Interest Ownership Act, codified at Colo. Rev. Stat.
§ 38-33.3-101 et seq., as the same has been and may hereafter be amended from time to
time, and any statute which from time to time may replace the same.
2.15 City: The City of Aspen, a municipal corporation of the State of Colorado.
2.16 Common Allocation: A percentage allocated to each Lot that is derived from a
fraction, the numerator of which is one and the denominator of which is the total number of
Lots within the Property. The percentages comprising the Common Allocations for the
various Lots may be rounded by the Association in accordance with its ordinary practices
adopted from time to time, provided the rounding methodology is applied in a materially
uniform and consistent manner for all of the Lots.
2.17 Common Assessment: An Assessment levied on all Lots subject to assessment to
fund the Common Expenses as more particularly described in Section 7.3.
2.18 Common Elements: All property or interests therein (including interests granted by
easements) and, in the case of real property, the Improvements thereon, within the Property
owned by the Association pursuant to this Declaration for the benefit, use or enjoyment of the
Owners.
2.19 Common Expenses: Except for those costs and expenses expressly excluded
below, all costs, expenses and financial liabilities incurred by the Association pursuant to this
Declaration or the Bylaws, including, without limitation: all costs of operating, managing,
maintaining, replacing or restoring the Common Elements and those easements and
easement areas for which, the costs of repair, maintenance, etc., thereof, the Association is
responsible; obligations of the Association under the PUD; taxes on the Common Elements;
general administrative costs incurred by the Association, including any administrative costs
incurred in levying and collecting Assessments; and contributions to the Reserve Fund.
Common Expenses shall not include costs or expenses to be funded by or payable through
the levying of Specific Assessments.
2.20 Cultural Use Area: The portion of real property depicted and described on the Final
Plat as “Lot C.” The Cultural Use Area is not a Lot as defined herein and is not part of the
Property. Accordingly, the Cultural Use Area is not subject to the covenants, conditions or
restrictions of this Declaration. The Cultural Use Area is, however, affected and benefited by
certain easements established by this Declaration.
2.21 Declarant: Bar/X Ranch LLC, a Colorado limited liability company, or any successor
in interest or transferee who takes title to any portion of the Property for the purpose of
development and/or sale and who is designated as Declarant in a Recorded instrument
executed by: (a) the immediately preceding Declarant in the case of total transfer of the
Declarant status; or (b) the current Declarant in the case of a partial transfer of the Declarant
status, it being the intent hereof that the status of Declarant may be jointly held and exercised
by more than one Person pursuant to any terms and conditions that Declarant who
establishes such jointly held status may impose.
2.22 Declarant Control Period: The period beginning on the date the Association is
formed and ending on the first to occur of: (i) 60 days after 100% of the Lots have been
13.12 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 4
for Stage Road Planned Unit Development/Subdivision
conveyed to Owners other than Declarant; or (ii) the date on which Declarant, in its sole
discretion, voluntarily terminates the Declarant Control Period pursuant to a Recorded
statement of termination executed by Declarant. If Declarant terminates the Declarant
Control Period pursuant to the preceding clause (ii), Declarant may require that, for the
balance of what would have been the Declarant Control Period had Declarant not terminated
it, certain actions of the Association or the Board, as described in the Recorded statement of
termination, be approved by Declarant before they become effective. After termination of the
Declarant Control Period, Declarant, if still an Owner, will have all of the rights and duties
given to Owners under this Declaration and will retain all of the rights belonging to Declarant
under this Declaration other than those that expire by their terms upon the expiration of the
Declarant Control Period.
2.23 Declaration: This Declaration, as amended or supplemented from time to time.
2.24 Delinquency Costs: Is defined in Section 8.1.
2.25 Design Guidelines: Any applicable design guidelines adopted and enforced by the
ACC pursuant to the Master Architectural Restrictions, as such guidelines may be amended
from time to time.
2.26 Director: A member of the Board of Directors.
2.27 Eligible Holder: An institutional holder, insurer or guarantor of a First Mortgage who
provides a written request for notices to the Association, stating the name and address of
such holder, insurer or guarantor and the street address, or, if not available, other sufficient
information, of the Lot to which its Mortgage relates.
2.28 Fathering Parcel: That portion of real property depicted on the Final Plat as the
“Fathering Parcel” or “Lot F.” The Fathering Parcel is not a Lot as defined herein and is not
part of the Property. Accordingly, the Fathering Parcel is not subject to the covenants,
conditions or restrictions of this Declaration. The Fathering Parcel is, however, affected and
benefited by certain easements established by this Declaration. In addition, the owner of the
Fathering Parcel has certain rights under this Declaration.
2.29 Fathering Parcel Agricultural Easement: Is defined in Section 5.6.1. The portions
of the Lots that are subject to the Fathering Parcel Agricultural Easement are depicted on the
Final Plat.
2.30 Fathering Parcel Easement Areas: Those portions of the Lots depicted and
described on the Final Plat as “Agricultural Lands Conservation Easement” and “Fathering
Parcel Agricultural Easement.” The Fathering Parcel Easement Areas are subject to both the
Agricultural Lands Conservation Easement and the Fathering Parcel Agricultural Easement.
2.31 Final Plat: The subdivision plat for Stage Road Subdivision as approved by the City
and Recorded at Reception No. __________ on _______________, 200__, or any amended
or replacement version thereof in effect from time to time.
2.32 First Mortgage: A Mortgage that is Recorded and has priority of record over all
other Recorded liens at the time of its recording, except those liens made superior by statute
(e.g., general ad valorem tax liens and special assessments and mechanics’ liens).
13.13Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 5
for Stage Road Planned Unit Development/Subdivision
2.33 Fiscal Year: The fiscal year of the Association set from time to time by resolution of
the Board.
2.34 Improvements: All structures, improvements and appurtenances on or to real
property of every type and kind including, without limitation, buildings, outbuildings, fixtures,
utilities, patios, tennis courts, swimming pools, garages, doghouses, mailboxes, aerials,
antennas, facilities associated with regular or cable or satellite television, roads, driveways,
parking areas, fences, screening walls, retaining walls, stairs, decks, landscaping, grading,
drainage facilities, windbreaks, plantings, planted trees and shrubs, poles, signs, exterior air
conditioning units, water softener fixtures or equipment, pumps, wells, tanks, solar collectors,
reservoirs, pipes, lines, meters, towers and other facilities used in connection with water,
sewer, gas, electricity, solar energy, telephone or other utilities or telecommunications
facilities, as well as any construction activities necessary to construct any such items.
2.35 Lot: A lot within the Property as depicted on the Final Plat; provided that the term
“Lot” shall not include any Common Elements owned in fee simple by the Association, or any
property dedicated or otherwise conveyed to any government, special district or other quasi-
governmental entity for a public purpose. The Fathering Parcel, the Ranch Manager’s Lot
and the Cultural Use Area are not within the Property and are not Lots.
2.36 Master Architectural Restrictions: The Declaration of Architectural Restrictions for
Stage Road Planned Unit Development/Subdivision that is or will be Recorded against Stage
Road Subdivision, as such covenants may be amended from time to time.
2.37 Member: A Person who is a member of the Association pursuant to Section 6.2.
2.38 Membership: The membership in the Association held by a Member.
2.39 Mortgage: An unpaid or outstanding mortgage, deed of trust, deed to secure debt or
any other form of security instrument encumbering the Property or a portion thereof.
2.40 Mortgagee: A beneficiary or holder of a Mortgage.
2.41 Municipal Code: The Aspen Municipal Code, a codification of the general
ordinances of the City, in effect from time to time.
2.42 Owner: A Person or Persons, including Declarant, owning fee simple title of record
to any Lot from time to time. The term “Owner” shall include a seller under an executory
contract for sale and exclude a buyer thereunder and shall include a landlord under a lease
for a Lot and exclude a tenant thereunder.
2.43 PUD: The final PUD development plan for Stage Road Subdivision as approved by
the City, including all tables, plans, exhibits and maps attached to or incorporated into such
plan, Recorded on _________________, at Reception No. ______, as such development
plan may be supplemented, amended and/or restated from time to time.
2.44 Permittee: A Person, other than an Owner, who is a tenant or occupant of a Lot or a
Person who is an agent, employee, customer, contractor, licensee, guest or invitee of an
Owner or of such tenant or occupant.
13.14 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 6
for Stage Road Planned Unit Development/Subdivision
2.45 Person: A natural person, corporation, partnership, limited liability company, trust,
municipality, special district, or other legal entity, whether public or private.
2.46 Pre-Annexation Agreement: The Pre-Annexation Agreement by and between the
City and Declarant that was Recorded on _____________, 200__, at Reception
No. _________.
2.47 Property: The lots within Stage Road Subdivision described on Exhibit A attached to
this Declaration, the appurtenances thereto, and all Improvements now in place or hereafter
constructed thereon. The Property does not include the Fathering Parcel, the Ranch
Manager’s Lot or the Cultural Use Area.
2.48 Quorum: With respect to a meeting of the Members or the Board, the percentage or
number of the Members or Board that constitutes a quorum pursuant to the applicable
provisions of the Bylaws.
2.49 Ranch Manager’s Lot: The portion of real property depicted and described on the
Final Plat as “Lot RM.” The Ranch Manager’s Lot is not a Lot as defined herein and is not
part of the Property. Accordingly, the Ranch Manager’s Lot is not subject to the covenants,
conditions or restrictions of this Declaration. The Ranch Manager’s Lot is, however,
benefited by certain easements established by this Declaration.
2.50 Records: The official real property records maintained by the clerk and recorder of
Pitkin County, Colorado; the phrases “to Record” and “Recording” mean, respectively, to file
or filing for recording in the Records, and the phrases “of Record” and “Recorded” mean
having been recorded in the Records.
2.51 Reserve Fund: A reserve fund that may be established and maintained by the
Association for the periodic major repair or replacement of the Common Elements and for
unbudgeted and unplanned Common Expenses incurred by the Association from time to
time.
2.52 Rules: The rules and regulations, if any, governing the use of the Property adopted
from time to time by the Association. The Rules shall be binding upon all Owners and their
Permittees.
2.53 Shared Services Discount. Is defined in Section 7.3.2.
2.54 Special Assessment: An Assessment levied in accordance with Section 7.4.
2.55 Specific Assessment: An Assessment levied in accordance with Section 7.5.
2.56 Taking: A taking of property by the exercise of eminent domain or conveyance in
lieu thereof.
3 Creation of the Community
3.1 Creation. Upon the Recording of this Declaration, the Property shall be a small
planned community pursuant to Section 38-33-3-116 of CCIOA.
13.15Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 7
for Stage Road Planned Unit Development/Subdivision
3.2 Number of Lots. There are 12 Lots within the Property. Without limiting the
restrictions of this Declaration on subdivision of the Lots, in no event may there be more than
20 Lots within the Property.
3.3 Allocations.
3.3.1 Allocation of Votes. In all matters submitted to a vote of the Members,
each Lot is allocated one vote in the Association, provided, however, that no vote
shall be exercised for any Lot owned by the Association.
3.3.2 Allocation of Common Expenses. Subject to Section 7.6, each Lot is
allocated, and the Owner of the Lot is liable for, a percentage of the Common
Expenses equal to such Lot’s Common Allocation in effect from time to time. All
other costs and expenses of the Association are allocated among the Lots as
otherwise provided in this Declaration.
4 Development of The Property
4.1 Governmental/Utility Interests. For so long as Declarant owns any of the Property,
Declarant may designate sites within the Property for fire protection and utility facilities. Such
a site may include Common Elements, in which case the Association shall take whatever
action is required with respect to such site to permit such use, including conveyance of the
site, if so directed by Declarant. Such a site may include other property not owned by
Declarant provided the Owner of such property consents. The Association may dedicate
portions of the Common Elements to the City or to any other local, state or federal
governmental or quasi-governmental entity subject to such approval as may be required by
Section 13.2.
4.2 Declarant’s Right to Construct Common Elements. Without creating any
obligation on the part of Declarant to construct any Common Elements or Improvements on
any of the Common Elements, Declarant shall have the right to construct any Common
Elements or Improvements thereon.
4.3 Subdivision by Owners. No Lot may be subdivided, resubdivided or reconfigured
except in accordance with the PUD and the requirements of the City. Amendments to the
PUD shall be considered rezonings that are subject to Section 10.16. The provisions of this
Section 4.3 shall not be construed as limiting the authority or discretion of the ACC pursuant
to the Master Architectural Restrictions and the Design Guidelines. Without limiting the
foregoing, no Lot may be subdivided and no boundary line between adjoining Lots may be
adjusted without the prior written consent of the owner of the Fathering Parcel.
5 Easements
5.1 Easement for Use, Access and Enjoyment in and to the Common Elements.
Declarant hereby establishes and grants to each Owner a nonexclusive easement of use,
access and enjoyment in and to the Common Elements for the purposes for which the
Common Elements are intended and operated by the Association. Any Owner may extend
its right of use and enjoyment to its Permittees subject to reasonable regulation by the
Association. Unless otherwise provided in a writing furnished to the Association by the
Owner, an Owner who leases its Lot shall be deemed to have assigned all such rights to the
lessee or lessees of such Lot. Without limiting the generality of the foregoing, Declarant
13.16 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 8
for Stage Road Planned Unit Development/Subdivision
hereby grants to each Owner a nonexclusive easement over and across all walkways and
other pedestrian access-ways and the Access Road Easement Areas for the purpose of
gaining pedestrian or vehicular access between and among the roads, trails and sidewalks, if
any, adjoining or within the Property, other Common Elements and any Lots. The easement
established by this Section 5.1 shall be appurtenant to and pass with the title to the Lots and
shall be subject to:
5.1.1 This Declaration and any other applicable covenants;
5.1.2 Any restrictions or limitations contained in any deed conveying any of the
Common Elements to the Association;
5.1.3 The right of the Association to adopt Rules regulating the use and enjoyment
of the Common Elements;
5.1.4 The right of the Association to suspend the right of any Owner or such
Owner’s Permittees to use any recreational facility or other amenity of any type
situated within or on the Common Elements (i) for any period during which any
charge against such Owner’s Lot remains delinquent, and (ii) for a period not to
exceed 30 days for a single violation (or for a longer period in the case of any
continuing violation) of this Declaration, the Bylaws or the Rules, after providing such
notice and hearing as may be required by the Bylaws;
5.1.5 The right of the Association to dedicate or transfer any of the Common
Elements, subject to Section 13.2 and such other requirements as may be set forth in
this Declaration; and
5.1.6 The right of the Association to mortgage, pledge or hypothecate any of the
Common Elements as security for money borrowed or debts incurred, subject to the
requirements set forth in Section 13.2.
5.2 Easements for Encroachment of Common Elements. In the event that, as a
result of the construction, reconstruction, shifting, settlement, restoration, rehabilitation,
alteration or improvement of any Improvement located on the Common Elements or any
portion thereof, any portion of any Common Elements now or hereafter is unintentionally and
without the actual knowledge of the Association made to encroach upon any Lot, Declarant
hereby establishes and grants an easement for the continued existence and maintenance of
such encroachment which will continue for so long as such encroachment exists and which
will burden the Lot encroached upon and benefit the encroaching Common Element. In no
event, however, will an easement for any such encroachment be deemed established or
granted if such encroachment is materially detrimental to or interferes with the reasonable
use and enjoyment of the Lot(s) burdened by such encroachment or if such encroachment
occurred with the actual knowledge of the Association.
5.3 Easements Benefiting Declarant. Declarant reserves such easements over and
across the Property as may be reasonably necessary for Declarant’s exercise of any of its
rights or obligations hereunder, including, without limitation, the showing of the Property or
any portion thereof to prospective purchasers or lessees.
5.4 Right of Entry. Declarant reserves for itself and for the Association an easement for
the right, but not the obligation, to enter upon any Lot: (i) for emergency, security and safety
13.17Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 9
for Stage Road Planned Unit Development/Subdivision
reasons; (ii) to inspect any Lot for the purpose of ensuring compliance with this Declaration,
the Bylaws and the Rules; and (iii) to access any property owned by Declarant within,
adjacent to or near the Property. Such right may be exercised by any member of the Board
and the Association’s officers, agents, employees and managers and, for emergency,
security and safety purposes, all police, fire and ambulance personnel and other similar
emergency personnel in the performance of their duties. This right of entry shall include the
right of the Association to enter upon any Lot to cure any condition which may increase the
possibility of a fire or other hazard in the event an Owner fails or refuses to cure such
condition within a reasonable time after requested by the Association, but shall not authorize
entry into the residence located on any Lot without permission of the occupant, except by
emergency personnel acting in their official capacities.
5.5 General Access Road Easement.
5.5.1 Creation of Easement. Subject to Sections 5.6.2 and 5.7, a perpetual,
nonexclusive easement is hereby created and established over, through and across
the Access Road Easement Areas for the purposes set forth in Section 5.5.2 (the
“Access Road Easement”). Without limiting Sections 5.6.2 and 5.7, the Access Road
Easement shall be for the benefit of Declarant (for purposes of carrying out its rights
as Declarant under this Declaration), the Association and the Owners, and may be
used by Declarant, the Association, the Owners and their respective Permittees.
5.5.2 Purposes. Subject to the provisions of this Declaration, the Access Road
Easement shall be for the following purposes: (i) construction, maintenance, service,
improvement, repair and replacement of the Access Road System by the Association
and, in Declarant’s discretion, Declarant; (ii) pedestrian, equestrian and vehicular
access on the Access Road System to and from the portions of the Property
accessed by the Access Road System; (iii) ingress and egress to and from each Lot
from and to any public or private right-of-way accessible from the Access Road
System. Use of the Access Road Easement shall comply with applicable laws and
shall be subject to the Rules. No Owner shall use or permit the use of the Access
Road Easement in any manner that unreasonably interferes with any other Owner's
or Permittee’s or Declarant’s permitted use of the Access Road Easement. Neither
the Owners, the Association nor the Declarant shall use the Access Road Easement
in a manner that unreasonably interferes with the rights of the owner of the Fathering
Parcel pursuant to the easements established by Section 5.6. Declarant reserves the
right to grant to neighboring properties access and utility easements within the
portion of the Access Road Easement Areas that run along the formerly public road
known as Stage Road, upon terms and conditions that comply with the requirements
of the Pre-Annexation Agreement.
5.5.3 No Public Dedication. Nothing contained in this Declaration shall be
deemed to be a gift or dedication of any portion of the Access Road Easement Area
or the Access Road System or any other portion of the Property to or for the general
public for any public purpose whatsoever.
5.5.4 Common Elements. The Access Road Easement and the Access Road
System are Common Elements.
5.6 Fathering Parcel Easements. Declarant hereby reserves and declares the following
perpetual easements for the benefit of, and as appurtenances to, the Fathering Parcel for the
benefit of the owner of the Fathering Parcel.
13.18 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 10
for Stage Road Planned Unit Development/Subdivision
5.6.1 Agricultural Easement. A perpetual, exclusive easement is hereby created
and established over, through and across the Fathering Parcel Easement Areas for
the benefit of and as appurtenance to the Fathering Parcel for agricultural and
ranching uses of every nature whatsoever (subject to applicable laws) by the owner
of the Fathering Parcel and its employees, agents, lessees, licensees and invitees,
including, without limitation: (a) raising, grazing, pasturing, feeding, watering, herding,
transporting and breeding livestock (as defined in C.R.S. § 35-1-102 as in effect on
the date this Declaration is Recorded); (b) cultivating, growing, mowing, harvesting,
baling and storing hay, straw and any crops, which hay, straw and other crops shall
be the property of the cultivator or grower and may be removed from the Fathering
Parcel Easement Area as the personal property of such cultivator or grower; and (c)
installing and repairing such fencing as is necessary and customarily associated with
such uses, provided that such fencing shall include gates and cattle guards as are
necessary to avoid any unreasonable obstruction of the Access Road System and
any driveways (the “Fathering Parcel Agricultural Easement”). The owner of the
Fathering Parcel may lease its interest in the Fathering Parcel Agricultural Easement
or any part of the Fathering Parcel Agricultural Easement. Though the Fathering
Parcel Agricultural Easement is an exclusive easement, to the extent that any portion
of the Access Road System is located within the Fathering Parcel Easement Area,
such exclusive nature of the Fathering Parcel Agricultural Easement shall not prevent
the Owners’ and the Association’s full use of the Access Road Easement to the full
extent permitted under Section 5.5. The owner of the Fathering Parcel shall have the
option at any time, by written notice to the Association, to require that the Association
take over responsibility for maintenance and upkeep of any part of the Fathering
Parcel Easement Area on either a temporary or permanent basis, in which case the
Fathering Parcel Agricultural Easement shall be deemed assigned to and assumed
by the Association and shall be considered part of the Common Elements with
respect to the applicable portion of the Fathering Parcel Easement Area for the
duration of such assignment. If the owner of the Fathering Parcel exercises the
option described in the preceding sentence, the owner of the Fathering Parcel shall
also license or otherwise grant to the Association the use of such water rights and
access thereto as are reasonably required to property irrigate the applicable portion
of the Fathering Parcel Easement Area. The owner of the Fathering Parcel shall also
have the right to assign rights to use and/or maintain the Fathering Parcel Easement
Area to an Owner with respect to the portion of the Fathering Parcel Easement Area
located on said Owner’s Lot. The portions of the Lots that are within the Fathering
Parcel Easement Areas are, in addition to being subject to the Fathering Parcel
Agricultural Easement, also subject to the Agricultural Lands Conservation
Easement. No use shall be made of any portion of the Property that is subject to the
Agricultural Lands Conservation Easement in violation of the terms and conditions of
the Agricultural Lands Conservation Easement.
5.6.2 Access Easement. A perpetual, nonexclusive easement is hereby reserved
over, through and across the Access Road Easement Areas for the benefit of the
owner of the Fathering Parcel and as an appurtenance to the Fathering Parcel for the
purposes of: (1) pedestrian, livestock, vehicular, and equestrian access on the
Access Road System for the purpose of providing ingress to and egress from the
Fathering Parcel and between the Fathering Parcel and the Fathering Parcel
Easement Area and any lands adjoining or near the Property owned by the owner of
the Fathering Parcel; (2) in the discretion of the owner of the Fathering Parcel,
constructing, repairing, servicing, improving, maintaining and replacing an entrance
feature and cattle guard at the entrance to the Property at the point where the Access
13.19Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 11
for Stage Road Planned Unit Development/Subdivision
Road System intersects Stage Road; and (3) in the discretion of the owner of the
Fathering Parcel, constructing, maintaining, repairing, replacing, improving or
servicing any other element of the Access Road System. The owner of the Fathering
Parcel shall not use the easement established by this Section in a manner that
unreasonably interferes with the rights of the Owners, the Association or the
Declarant pursuant to the Access Road Easement established by Section 5.5;
provided, however, that the owner of the Fathering Parcel shall have the right to
temporarily close sections of the Access Road System to vehicular traffic for the
purpose of moving livestock.
5.6.3 Irrigation Easement. A perpetual, nonexclusive easement is hereby
created and established over, through, under and across all of the Property,
excluding the area of the Property within each Building Envelope, for the benefit of
the owner of the Fathering Parcel and as an appurtenance to the Fathering Parcel for
the purposes of constructing, installing, using, operating, maintaining, repairing,
relocating and replacing headgates, ditches, laterals, wells, ponds, irrigation lines,
pipes, flumes, sprinklers and other Improvements relating to the use and enjoyment
of water rights and the conveyance and storage of water for both domestic and
agricultural uses.
5.7 Access Easement for Cultural Use Area and Ranch Manager’s Lot. A perpetual,
nonexclusive easement is hereby created and established over, through and across the
Access Road Easement Areas for the benefit of the owners of the Cultural Use Area and the
Ranch Manager’s Lot and as an appurtenance to, respectively, the Cultural Use Area and
Ranch Manager’s Lot for the purposes of pedestrian, equestrian and vehicular travel on the
Access Road System for the purpose of providing ingress to and egress from, respectively,
the Cultural Use Area and Ranch Manager’s Lot and any public or private rights-of-way
accessible by use of the Access Road System.
5.8 Easements Run with Land. Except for the easements described in Section 5.3, all
easements established and granted pursuant to this Article 5 are appurtenant to and run with
the Property and will be perpetually in full force and effect and will inure to the benefit of and
be binding upon Declarant, the Association, Owners, Permittees and any other Persons
having any interest in the Property or any part thereof. The Lots and the Common Elements
will be conveyed and encumbered subject to all easements set forth in this Article 5, whether
or not specifically mentioned in such conveyance or encumbrance.
6 The Association
6.1 Function of Association, Generally. The Association shall be responsible for:
management, maintenance, repair, replacement, operation and control of the Common
Elements and collection of the Assessments. The Association shall be the primary entity
responsible for enforcement of this Declaration, the Articles, the Bylaws and the Rules. The
purposes and powers of the Association and the rights and obligations of Members may and
shall be amplified by provisions of the Articles, the Bylaws and the Rules. Neither the
Articles, the Bylaws nor the Rules shall for any reason be amended or otherwise changed or
interpreted so as to be inconsistent with this Declaration. In case of conflict between the
Declaration and the Articles, the Bylaws or the Rules, this Declaration shall govern.
6.2 Membership. Every Owner, including Declarant to the extent it is the Owner of one
or more Lots, shall be a Member. When an Owner consists of more than one Person, all
13.20 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 12
for Stage Road Planned Unit Development/Subdivision
such Persons will, collectively, constitute one Member of the Association and all such
Persons shall be jointly and severally obligated to perform the responsibilities of Owner.
Membership will automatically terminate when a Person ceases to be an Owner, whether
through sale, transfer, intestate succession, testamentary disposition, foreclosure or
otherwise. The Association will recognize a new Owner as a Member upon presentation of
satisfactory evidence of the sale, transfer, succession, disposition, foreclosure or other
transfer of a Lot to such Owner. Membership 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 will be void and will not be recognized by the Association.
6.3 Authorized Representative. Any Owner who is either: (i) two or more Persons; or
(ii) one Person that is not a natural person (i.e., an estate or a trust, corporation, partnership,
limited liability Association or other entity), shall appoint, and any Owner who is one natural
person may appoint, an Authorized Representative. Any Owner so required to appoint an
Authorized Representative shall do so immediately upon becoming an Owner. Any Owner
who is required or elects to appoint an Authorized Representative shall provide written notice
to the Association of the appointment of such Authorized Representative or any subsequent
replacement therefor within 10 days after appointment. Such notice will be deemed a proxy
given by all Persons constituting such Owner to the Authorized Representative named
therein for all purposes under this Declaration, the Bylaws, and the Colorado Revised
Nonprofit Corporation Act, except that such proxy may have an indefinite duration. The
appointment of an Authorized Representative will be binding upon all Persons comprising the
appointing Owner and the vote of the Authorized Representative will be conclusive as to the
Association, unless and until the Association receives a notice appointing a replacement
Authorized Representative (or, in the case of an Authorized Representative appointed by an
Owner who is one natural person, a notice terminating the appointment of such Authorized
Representative). Unless the notice of appointment expressly states otherwise, the
Authorized Representative shall be authorized to designate in a writing delivered to the
Association a temporary, substitute Authorized Representative. Upon receipt of any notice
appointing an Authorized Representative, the Association may request such additional
evidence of authority as it may reasonably deem 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, such Owner may elect to appoint: (1) the
same natural person to service as Authorized Representative for each Lot owned by such
Owner; (2) a different natural person to serve as Authorized Representative for each such
Lot; or (3) the same natural person to serve as Authorized Representative for two or more of
such Lots and one or more different natural persons to serve as Authorized Representatives
for the remaining Lot(s) owned by such Owner.
6.4 Majority Approval. Except as otherwise provided in this Declaration or the Bylaws,
the affirmative vote of the Owners present and voting, either in person or by proxy, at a
meeting of the Association called and held in accordance with the Bylaws will be sufficient to
approve any matter submitted to a vote of the Association if such Owners hold a majority
(i.e., more than 50%) of the percentage of votes in the Association represented at such
meeting.
6.5 Board of Directors. The affairs of the Association shall be governed by the Board of
Directors, which may, by resolution, delegate any portion of its authority to an executive
committee or an officer, executive manager or Director of the Association. The qualifications
and number of Directors, the term of office of Directors, the manner in which Directors shall
be elected and the manner in which Directors shall be replaced upon removal or resignation
13.21Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 13
for Stage Road Planned Unit Development/Subdivision
shall be as set forth in the Bylaws. The Bylaws shall contain provisions that are identical in
all substantive respects to the following provisions:
6.5.1 Appointment of Directors during Declarant Control Period. During the
Declarant Control Period, there shall be three Directors, all of whom shall be
appointed by Declarant. No Director appointed by Declarant shall be required to be
an Owner or the Authorized Representative of an Owner.
6.5.2 Election of Directors after Declarant Control Period. From and after the
end of the Declarant Control Period, the Board will consist of three Directors (or such
other number, but never fewer than three, as may from time to time be set forth in the
Bylaws), elected by the Owners. Directors elected under this Section 6.5.2 shall take
office upon termination of the Declarant Control Period.
6.6 Removal of Directors. Notwithstanding any provision of this Declaration or the
Bylaws to the contrary, the Owners, by the affirmative vote of Owners 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 Director other than a Director appointed by Declarant. Any Director appointed by
Declarant may be removed, with or without cause, only by Declarant.
6.7 Officers. The Bylaws shall provide for appointment of officers of the Association by
the Board; provided, however, that during the Declaration Control Period, the Declarant may
appoint and remove the officers of the Association with or without cause.
6.8 Delivery of Property to Association. Within 60 days after the Owners other than
Declarant elect a majority of the Directors, Declarant shall deliver to the Association all
property of the Association in the possession or control of Declarant.
6.9 Powers. In the performance of its functions and duties, the Association shall have
the power to:
6.9.1 adopt and amend the Bylaws, and make and enforce the Rules, consistent
with the rights, duties, terms and conditions established by this Declaration and the
Bylaws;
6.9.2 adopt and amend budgets for revenues, expenditures and reserves and
assess and collect any Assessments and any other amounts due from Owners or
others to the Association;
6.9.3 hire and terminate managing agents and other employees, agents and
independent contractors;
6.9.4 exercise any of the enforcement powers set forth in Section 6.10 or
elsewhere in this Declaration;
6.9.5 institute, defend or intervene in litigation or administrative proceedings in its
own name on behalf of itself or two or more Owners on matters affecting the Property
or the Association;
13.22 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 14
for Stage Road Planned Unit Development/Subdivision
6.9.6 make contracts and incur liabilities in accordance with a properly ratified
budget;
6.9.7 borrow funds to cover Association expenditures and pledge Association
assets as security therefor, provided that Common Elements may be subjected to a
security interest only pursuant to Section 13.2;
6.9.8 provide for the use, maintenance, repair, replacement and modification of the
Common Elements in accordance with the properly ratified budget or otherwise in
accordance with this Declaration;
6.9.9 cause additional Improvements to be made as a part of the Common
Elements in accordance with the properly ratified budget, or otherwise in accordance
with this Declaration;
6.9.10 acquire, hold, encumber and convey in its own name any right, title or
interest to real or personal property (including, without limitation, one or more Lots),
provided that Common Elements may be conveyed or encumbered only pursuant to
Section 13.2;
6.9.11 grant easements, leases, licenses, and concessions through or over the
Common Elements;
6.9.12 impose and receive any payments, fees or charges for any special services
provided to Owners;
6.9.13 impose charges for late payment of Assessments and recover reasonable
attorneys’ fees and other legal costs for collection of Assessments and other actions
to enforce the powers of the Association, regardless of whether or not suit was
initiated, and, after providing notice and an opportunity to be heard, levy reasonable
fines for violations of this Declaration, the Bylaws or the Rules;
6.9.14 impose reasonable charges and fees for services including, but not limited to,
the preparation, copying and recordation of amendments to this Declaration or
statements of unpaid Assessments pursuant to Section 8.8;
6.9.15 provide for the indemnification of its officers and Directors as provided in the
Bylaws or the Articles and maintain directors’ and officers’ liability insurance;
6.9.16 assign its right to future income, including the right to receive Assessments;
6.9.17 enter into any agreements with any other owners association with jurisdiction
over any land near or adjacent to Stage Road Subdivision for the coordinated
performance of any permitted functions the Association desires to have performed
uniformly;
6.9.18 enter into any agreement with other landowners (including the owner of the
Fathering Parcel or any land near or adjacent to Stage Road Subdivision) by which
the Association agrees to perform property management, maintenance or upkeep
functions in exchange for a fee or other consideration;
13.23Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 15
for Stage Road Planned Unit Development/Subdivision
6.9.19 perform any duties or functions properly delegated to the Association by the
ACC;
6.9.20 exercise any other powers expressly conferred by this Declaration, the
Bylaws or reasonably implied from or necessary to effectuate such powers;
6.9.21 except as prohibited by the Articles, the Bylaws or this Declaration, exercise
all other powers that may be exercised in the State of Colorado by a nonprofit
corporation; and
6.9.22 exercise any other powers necessary and proper for the governance and
operation of the Association.
6.10 Enforcement.
6.10.1 Sanctions and Self-Help. The Association may impose sanctions for
violations of this Declaration, the Bylaws or the Rules in accordance with procedures
set forth in the Bylaws, including reasonable monetary fines and suspension of the
right to use any Common Elements sufficient to ensure compliance therewith. In
addition, in accordance with the Bylaws, the Association may exercise self-help (e.g.,
enter upon a Lot and make any corrective measure necessary to cure a violation) to
cure violations and suspend any services it provides to the Lot of any Owner who is
more than 30 days delinquent in paying any Assessment or other charge due to the
Association following delivery of a notice of such violations to such Owner. All
remedies set forth in this Declaration and the Bylaws shall be cumulative of each
other and of any remedies available at law or in equity. In any action to enforce the
provisions of this Declaration or the Rules, if the Association prevails it shall be
entitled to recover all costs, including, without limitation, attorneys’ fees and court
costs, reasonably incurred in such action.
6.10.2 No Waiver. In no event shall the Association’s failure to enforce any
covenant, requirement, restriction or rule provided for in this Declaration, the Bylaws
or the Rules constitute a waiver of the Association’s right to later enforce such
provision or any other covenant, requirement, restriction or rule.
6.11 Board Authority. Except as otherwise specifically provided by law or in this
Declaration, the Articles or the Bylaws, all rights and powers of the Association may be
exercised by the Board without a vote of the Members. In the performance of their duties, the
Directors will act according to their ordinary business judgment. Unless otherwise provided in
this Declaration, the affirmative vote of a majority (i.e., more than 50%) of the Directors will be
necessary and sufficient to approve any matter before the Board. The Board shall select the
officers of the Association, which officers may also serve as Directors, except that during the
Declarant Control Period, Declarant may appoint and may remove the officers of the
Association.
6.12 Required Van Service. The Association shall purchase, maintain and operate (or
contract for the operation of) a passenger van with a minimum of 10 seats, and keep it
available to: (a) take employees to and from the intercept parking area that will be
established on or near the Property; (b) take children to and from school; (c) collect groceries
for multiple Owners; and (d) provide other transportation services for the Owners and their
Permittees for the purpose of reducing automobile usage. While not reducing overall trip
13.24 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 16
for Stage Road Planned Unit Development/Subdivision
demand, providing a van service combines multiple trips into a single vehicle and thereby
reduces overall trip generation.
6.13 Pre-Annexation Agreement and PUD. In addition to all other duties imposed on the
Association by law and this Declaration, the Association shall perform all of its obligations
under the Pre-Annexation Agreement and the PUD.
7 Financial Matters, Budget and Assessments
7.1 General Financial Matters; Budget. The Board, on behalf of the Association, shall
discharge the following obligations with respect to financial matters:
7.1.1 Books and Records. The Board shall cause to be maintained full and
complete books and records of the Association’s business and operations, including,
without limitation, current copies of this Declaration and all amendments hereto, the
Articles, the Bylaws, the Rules, the budget for the current Fiscal Year, financial
statements, books and records reflecting all assets, liabilities, capital, income and
expenses of the Association, and supporting materials, such as bank statements and
invoices, for at least the shorter of (i) the prior seven Fiscal Years or (ii) all of the
Fiscal Years in which the Association has been in existence. All of such books and
records will be made available for inspection by any Owner, holder of a First
Mortgage, insurer or guarantor of a First Mortgage or their respective authorized
representatives and the owner of the Fathering Parcel, during normal business hours
upon reasonable prior written request.
7.1.2 Returns. The Board will cause to be prepared and filed before delinquency
any and all tax, corporate or similar returns or reports that the Association is required
by law to prepare and file.
7.1.3 Preparation of Budget. The Board will cause to be prepared and will adopt
annually a budget for the Association for each Fiscal Year. The Board will deliver
each adopted budget to the Owners within 30 days following its adoption. Each
annual budget will include all of the following items, in addition to any other items the
Board deems appropriate:
7.1.3.1 the estimated Common Expenses of the Association for such Fiscal
Year;
7.1.3.2 the estimated revenues of the Association that will be available to
defray the Common Expenses;
7.1.3.3 the amount of Common Assessments that will be necessary to meet
the estimated Common Expenses of the Association for such Fiscal Year;
7.1.3.4 the current cash balance in the Reserve Fund, which fund shall be
established and maintained by the Board if the Board determines there is a
need for the Reserve Fund;
7.1.3.5 an estimate of the amount required to be spent during such Fiscal
Year from the Reserve Fund for the major repair or replacement of the
Common Elements; and
13.25Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 17
for Stage Road Planned Unit Development/Subdivision
7.1.3.6 a statement of the amount required to be added to the Reserve Fund
during such Fiscal Year to cover anticipated withdrawals and adequately
address contingencies and anticipated needs in future Fiscal Years.
7.1.4 Annual Financial Statements. The Board will cause to be prepared
annually a report with respect to the financial condition of the Association. Such
report shall consist of a balance sheet as of the end of the preceding Fiscal Year, an
operating (income) statement for such Fiscal Year and a statement of changes in the
Association’s financial position for such Fiscal Year. A copy of such annual report
will be distributed to each Owner within 120 days after the close of each Fiscal Year.
7.1.5 Reserve Fund. If the Association establishes a Reserve Fund, the Board
shall cause the Reserve Fund to be maintained in a bank account that is separate
from the bank account(s) used for the Association’s ordinary receipts and
disbursements.
7.2 Creation of Assessments. There shall be three types of Assessments:
(a) Common Assessments as described in Section 7.3; (b) Special Assessments as
described in Section 7.4; and (c) Specific Assessments as described in Section 7.5. Each
Owner, by accepting a deed for any Lot, is deemed to covenant and agree to pay these
Assessments pursuant to the terms and conditions of this Declaration.
7.3 Common Assessments. Each Lot is subject to Common Assessments for the Lot’s
share of the Common Expenses as allocated pursuant to Section 3.3.2. Prior to the time that
Common Assessments have commenced as to all of the Lots, Declarant shall fund any
shortfall in the revenues of the Association as necessary to cover the Common Expenses.
Common Assessments will be calculated, paid, adjusted and reconciled in accordance with
the following provisions:
7.3.1 Budget and Payment. Taking into account any funds provided by Declarant
pursuant to Section 7.3, the Association shall set the Common Assessments for each
Fiscal Year at a level that is reasonably expected to produce total revenues for the
Association for such Fiscal Year equal to the total Common Expenses set forth in the
budget adopted by the Board. In determining the total funds to be generated through
the levy of Common Assessments, the Board may consider other sources of funds
available to the Association, including any surplus from prior Fiscal Years. In
addition, the Board may take into account the number of Owners that are expected to
qualify during the applicable Fiscal Year for the Shared Services Discount.
7.3.2 Shared Services Discount. The Association shall have the power and
authority to establish a discount (a “Shared Services Discount”) against the Common
Assessments payable by an Owner during any time that the Owner rents the ADU on
the Owner’s Lot to a person who provides “qualified services” (as defined below) that
are available to the Owner and other Owners of the Property. The phrase “qualified
services” refers to services that, in the reasonable judgment of the Association, offer
necessary or desired support services to the Owners, the providing of which by
persons who live on the Property can be expected to reduce the number of daily
automobile trips to and from the Property because the services would otherwise be
provided by persons who live off the Property. Examples of potential “qualified
services” include, without limitation, gardening and landscaping, house cleaning,
cooking and babysitting services. A person living in an ADU who is designated
generically as a “caretaker” but who receives only minimal compensation or
13.26 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 18
for Stage Road Planned Unit Development/Subdivision
compensation merely in the form of discounted rent and who does not actively
provide significant services that are available to other Owners shall not be considered
a provider of “qualified services” under this Section 7.3.2. The Association shall have
the power and authority to specifically define “qualified services” from time to time
and may establish from time to time minimum hourly wage rates that must be paid to
providers of qualified services for the Shared Services Discount to apply. In addition,
the Association shall have the power and authority to adopt Rules implementing the
provisions of this Section 7.3.2, which Rules may provide specific requirements for
how Owners demonstrate eligibility for the Shared Services Discount.
7.3.3 Adjustment. If during any Fiscal Year it becomes apparent that the
estimated Common Expenses and/or revenues of the Association as set forth in the
budget upon which the Common Assessments were based were in error for any
reason, including nonpayment by any Owner of its Common Assessments, to the
extent that the Common Assessments the Board determines will be received for the
balance of such Fiscal Year will be inadequate, or more than required, to meet the
Association’s obligations intended to be covered by such Common Assessments, the
Board may amend the budget and increase or decrease the Common Assessments
for the balance of such Fiscal Year upon not less than 30 days’ prior notice to all
Owners.
7.3.4 Reconciliation. If the Board, in its discretion, determines that one or more
Owners may have been materially under-billed or over-billed for their Common
Allocation of the Common Expenses for any Fiscal Year, the Board shall cause the
actual Common Expenses incurred by the Association during such Fiscal Year to be
reconciled against the Common Assessments received by the Association from the
Owners. To the extent that any Owner has paid more than its Common Allocation of
such actual Common Expenses (even though the Owner timely paid all billed
amounts), the Board may in its discretion either refund the overpayment to the Owner
or credit such overpayment against such Owner’s obligation for Common
Assessments for the next ensuing Fiscal Year. To the extent any Owner has
underpaid its Common Allocation of such actual Common Expenses, the Board may
in its discretion either demand in writing that such Owner pay the amount of such
underpayment of Common Assessments to the Association within a specified period
of time, as determined by the Board, after the Board notifies such Owner of such
underpayment (which period of time may not be less than 30 days), or the Board may
include such underpayment in such Owner’s obligations for Common Assessments
for the next ensuing Fiscal Year. Nothing in this Section 7.3.4 shall be construed as
limiting any of the enforcement rights of the Association with respect to delinquent
Assessments under Article 8.
7.3.5 Failure to Assess. Failure of the Association to fix Common Assessments
amounts or rates for a given Fiscal Year or to deliver or mail to each Owner a
Common Assessments notice shall not be deemed a waiver, modification or release
of any Owner’s obligation to pay its allocated share of Common Assessments. In
such event, each Owner shall continue to pay Common Assessments on the same
basis as during the last year for which Common Assessments amounts were set by
the Association, if any, until new Common Assessments are levied, at which time the
Association may retroactively assess any shortfalls in collections.
7.4 Special Assessments. In addition to other authorized Assessments, the
Association may levy Special Assessments from time to time to cover unbudgeted expenses
13.27Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 19
for Stage Road Planned Unit Development/Subdivision
or expenses in excess of those budgeted, including, without limitation, the costs of any
construction, restoration, unexpected repair or replacement of any Common Elements,
Improvements thereon or any other capital Improvements that benefit all of the Owners and
are not covered by the Reserve Fund, if any. Except as otherwise provided in Section 7.6,
each Lot is subject to Special Assessments for the Lot’s Common Allocation of the total
Special Assessments levied by the Association. Except as otherwise specifically provided in
this Declaration, no Special Assessment shall require the approval of the Owners. Special
Assessments shall be payable in such manner and at such times as determined by the
Board, and may be payable in installments extending beyond the Fiscal Year in which the
Special Assessment is approved. The Board shall have the right to require that Special
Assessments be paid in advance of the provision of the subject services or materials.
Without limiting the generality of the foregoing, the Board may levy Special Assessments to
cover certain costs of restoration or replacement of Common Elements in the event of
damage, destruction or Taking of Common Elements, as set forth in Sections 11.2.1.5 and
11.3.
7.5 Specific Assessments. The Association shall have the power to levy Specific
Assessments against one or more particular Lot(s) as follows:
7.5.1 to cover the costs, including overhead and administrative costs, of providing
benefits, items or services to such Lot or occupants thereof upon request of the
Owner of such Lot pursuant to a menu of special services which the Board may from
time to time authorize to be offered to Owners and occupants (which may include,
without limitation, landscape maintenance, weed control, cleaning services, snow
removal, and pest control), which Specific Assessments may be levied in advance of
the provision of the requested benefit, item or service as a deposit against charges to
be incurred by the Owner;
7.5.2 to cover costs incurred in bringing the Lot into compliance with the terms of
this Declaration, the Bylaws or the Rules, or costs incurred as a consequence of the
conduct of the Owner or such Owner’s Permittees; provided, however, the Board
shall give the Owner of such Lot notice and an opportunity to be heard as provided in
the Bylaws before levying any Specific Assessment under this Section 7.5.2;
7.5.3 to cover necessary costs or expenses incurred by the Association that
benefit one or more Lots but fewer than all Lots, such as, for example, the costs of
repairing a utility line that serves only one or two Lots but no others, and, unless the
Owners of all the benefited Lots otherwise agree, each benefited Lot shall be
assessed a percentage of the Special Assessments so incurred that is derived from a
fraction, the numerator of which is one and the denominator of which is the number of
Lots so benefited, and the Board shall have the authority to assess Specific
Assessments for such costs without the approval of the benefited Owners;
7.5.4 to cover any costs or expenses that are recoverable as Specific
Assessments pursuant to other provisions of this Declaration.
7.5.5 to cover the costs of maintenance, crop production, weed control, fence
construction and repair and irrigation within the Fathering Parcel Easement Areas
within any Lot when such costs are to be borne by an Owner or the Association
pursuant to an assignment of such obligations from the owner of the Fathering
Parcel.
13.28 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 20
for Stage Road Planned Unit Development/Subdivision
7.6 Commencement of Assessments. The obligation to pay Common Assessments
and Special Assessments shall commence as to each Lot on the day on which the
Association first levies Assessments pursuant to this Article 7. The obligation to pay Specific
Assessments shall commence as to any Lot when the Association levies the Specific
Assessments against the Lot pursuant to this Declaration.
8 Enforcement of Assessments
8.1 Payment of Assessments. Each Owner shall pay, or cause to be paid, all
Assessments assessed against such Owner’s Lot, by the Association in accordance with the
terms of this Declaration. Each Assessment is a separate, distinct and personal debt and
obligation of the Owner, against whose Lot the Assessment is levied. All Assessments are
payable in full without offset for any reason whatsoever. The obligation to pay Assessments
is entirely independent of any obligation of the Association to the Owner or of Declarant or
any other Owner to that Owner. No Owner may exempt itself from liability for any
Assessment by non-use of Common Elements, abandonment of its Lot or any other means.
Any Assessment or installment, of an Assessment not paid within 30 days after it becomes
due is delinquent. If an Assessment or installment of an Assessment is delinquent, the
Association may recover all of the following (collectively, the “Delinquency Costs”): (a)
interest from the date due at the rate of 12% per annum; (b) a one-time late charge of 10% of
the amount owed plus any other monetary penalties imposed by the Association pursuant to
this Declaration, the Rules or the Bylaws; and (c) all collection and enforcement costs,
including reasonable attorneys’ fees (whether or not suit is actually brought), incurred by the
Association, together with any and all other costs incurred and/or accrued after the date of
the delinquency notice described in Section 8.2 below. Each Assessment, together with any
applicable Delinquency Costs shall be a charge and continuing lien upon the Lot against
which the Assessment is levied until paid, as more particularly provided in Section 8.4. Each
such Assessment, together with any applicable Delinquency Costs, also shall be the personal
obligation of the Person that was the Owner of such Lot at the time the Assessment and the
applicable Delinquency Costs arose. Where the Owner consists of multiple Persons, each
such Person shall be jointly and severally liable for each and every obligation of the Owner.
8.2 Delinquency Notice. If any Assessment or installment of any Assessment is
delinquent, the Association may notify the Owner of the delinquency and state in the notice:
(a) the amount and due date of the delinquent Assessment or installment thereof; (b) the
Delinquency Costs accrued to date; and (c) the date by which the delinquent Assessment
installment thereof and all associated Delinquency Costs must be paid.
8.3 Acceleration. If the Association gives the written notice required by Section 8.2 with
respect to a delinquent Assessment that is payable in regular uniform installments (e.g., a
Common Assessment) and the Owner responsible for such Assessment does not pay, or
cause to be paid, such delinquent Assessment (including all associated Delinquency Costs)
in full by the due date specified in the notice, then the Association may declare all unpaid
installments of the subject Assessment for the current Fiscal Year of the Association to be
immediately due and payable in full without further demand or notice and may enforce the
collection of the Assessment (including any associated Delinquency Costs and any
installments that were so accelerated) in accordance with Section 8.5.
8.4 Lien for Assessments. The Association has an automatic lien against each Lot, as
applicable, to secure payment of all Assessments and associated Delinquency Costs levied
by the Association against such Lot. Such lien shall be perfected upon the Recording of this
13.29Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 21
for Stage Road Planned Unit Development/Subdivision
Declaration, and no further claim of lien shall be required. Notwithstanding the foregoing and
without limitation on the automatic lien against each Lot established hereby, the Association
has the right, but not the obligation, to prepare and Record a “Notice of Lien” setting forth
(i) the amount of any Assessment or Delinquency Costs or other amount due and owing to
the Association; (ii) the date such amount was due and payable and the date from which
interest accrues; (iii) all Delinquency Costs accrued 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 subject Owner. The automatic lien of the Association against each Lot
established and perfected by this Section 8.4 shall be superior to all other liens and
encumbrances, except (a) liens and encumbrances Recorded before this Declaration; and
(b) liens for real estate taxes and other governmental assessments or charges against the
Lot. Subject to the limitations of the preceding sentence, the sale, transfer or assignment of
any Lot shall not affect the lien for any existing delinquent Assessments.
8.5 Enforcement of Assessments. The amount of any delinquent Assessments
(including any installments accelerated by the Association pursuant to Section 8.3) and
associated Delinquency Costs may be enforced against the Owner liable for them in either or
both of the following ways, at the option of the Association (which shall not be exclusive of
any other remedies or enforcement rights available to the Association at law or in equity):
8.5.1 Suit. The Association may bring a suit or suits at law to enforce the Owner’s
obligation to pay a delinquent Assessment (including any installments accelerated by
the Association pursuant to Section 8.3) and associated Delinquency Costs. Each
action will be brought in the name of the Association. Upon full satisfaction of the
judgment, the Association, by one of its officers, will execute and deliver to the
judgment debtor an appropriate satisfaction of the judgment.
8.5.2 Lien Foreclosure. If the Association gives a notice concerning the
delinquent Assessment that substantially complies with the provisions of Section 8.2
and the delinquent Assessment is not paid in full by the due date specified in such
notice, then the Association may foreclose, in the same manner as the foreclosure of
a mortgage under the laws of the State of Colorado, the lien established in
Section 8.4 securing the Assessment, any installments accelerated by the
Association pursuant to Section 8.3, and any associated Delinquency Costs. The
Association may bid for a Lot at any foreclosure sale, pay all or part of the bid amount
by crediting the lien amount against the bid, and acquire, hold, lease, mortgage,
convey or assign such Lot. While a Lot is owned by the Association following
foreclosure: (a) no right to vote shall be exercised on behalf of the Association as the
Owner of such Lot; (b) no Assessments shall be levied against such Lot; and (c) each
other Lot shall be charged, in addition to its usual Assessments, its pro rata share of
the Assessments that would have been charged against the Lot acquired by
foreclosure had such Lot not been acquired by the Association.
8.6 Reallocation. If any Assessment remains unpaid for more than six months after it is
first due, the Association may treat the unpaid Assessment as a Common Expense to be
assessed against all Lots; provided, however, that if the Association subsequently collects all
or any part of the unpaid Assessment, through foreclosure of its lien or otherwise, then any
Owner who has paid a portion of the unpaid Assessment as a Common Expense is entitled to
a credit (in an amount equal to its pro rata share of the amount of the unpaid Assessment
subsequently collected by the Association) against any Common Assessments subsequently
due from that Owner.
13.30 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 22
for Stage Road Planned Unit Development/Subdivision
8.7 Disputes and Records. Any Owner or an Owner’s Authorized Representative may
inspect the books and records of the Association during regular business hours upon
reasonable prior notice. If an Owner disputes the amount of any Assessment against its Lot
and is unable to resolve the issue through an inspection of the Association’s books and
records, the Owner will continue to pay in a timely manner the full amount of the disputed
Assessment until, if ever, it is finally determined that the amount is incorrect (in which case
the Association will promptly refund any overpayment). If the Owner fails to pay the disputed
Assessment while the dispute is pending, the Association may immediately pursue any of its
remedies for the failure (including, without limitation, suit against the Owner and/or
foreclosure of the Association’s lien against the Owner’s Lot), and the pendency of the
dispute is not a bar or defense to any actions by the Association.
8.8 Certificate. Within 21 calendar days after receiving a written request from any
Owner, Mortgagee or a designee of either of them, delivered personally or by certified mail,
first-class postage prepaid, return receipt requested, to the Association’s registered agent,
the Association will furnish to the requesting party, by personal delivery or first-class mail
postage prepaid, a certificate executed on behalf of the Association and addressed to the
requesting party, stating any then unpaid Assessments due from the requesting Owner or the
Owner of the Lot encumbered by the requesting Mortgagee’s Mortgage, or stating that there
are no unpaid Assessments due from such Owner, as the case may be. A certificate
furnished by the Association pursuant to this Section 8.8 is binding on the Association, the
Board and every Owner. Such Owner’s Lot shall not be subject to a lien for any unpaid
Assessments against the Lot to the extent that the lien arises before the date of the certificate
and the amount of the lien exceeds any unpaid amounts stated in the certificate. The
Association may charge the Owner of any Lot for which such a certificate is furnished
pursuant to this Section 8.8, and the Owner will pay, a reasonable fee for the preparation of
the certificate in an amount determined by the Board from time to time.
9 Maintenance
9.1 Association’s Responsibilities.
9.1.1 Maintenance of Common Elements. The Association shall maintain and
keep in good repair the Common Elements, including, without limitation, the Access
Road System. The Association’s methods and procedures for maintenance of the
Access Road System shall be subject to the prior review and reasonable approval of
the owner of the Fathering Parcel.
9.1.2 Maintenance of Other Property. The Association may maintain other
property which it does not own, including, without limitation, any property that has
been transferred to the City or dedicated to the public (but excluding the Fathering
Parcel Easement Areas, unless the rights to use and maintain said areas have been
assigned by the owner of the Fathering Parcel to the Association), if the Board
determines that such maintenance is necessary or desirable to maintain the
appearance or image of the Property as an attractive, clean and well-maintained
development project.
9.1.3 Weed Control. The Association shall perform, at least annually and more
frequently if necessary, weed control on the Property (excluding the Fathering Parcel
Easement Areas, unless such obligation is to be borne by an Owner or the
Association pursuant to an assignment of rights from the owner of the Fathering
13.31Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 23
for Stage Road Planned Unit Development/Subdivision
Parcel to use and maintain any portion of the Fathering Parcel Easement Areas)
under the supervision and advice of a professional biologist.
9.1.4 Mosquito Control. The Association may perform mosquito control on and
around the Property.
9.1.5 Operation of Facilities. The Association shall maintain the Improvements,
facilities and equipment, if any, within the Common Elements in continuous
operation, except for any periods necessary, as determined in the sole discretion of
the Board, to perform required maintenance or repairs.
9.1.6 Election to Perform Owners’ Duties. The Association may elect to
maintain or repair any Lot or portion thereof or Improvements thereon, the
maintenance or repair of which is the responsibility of an Owner pursuant to
Section 9.2, if (i) such Owner has failed, for more than 30 days after notice from the
Association, to perform its responsibilities under this Declaration with respect to the
maintenance or repair of its Lot (provided, however, that no such 30-day notice
period will be required in the case of emergencies), and (ii) such failure has a
material effect on the appearance of such Lot when viewed from any area outside
such Lot or has a material adverse effect on the use of another Lot or any Common
Element for its permitted and intended use; provided, however, that if such failure is
not susceptible of being cured within such 30-day period, the Association will not be
entitled to perform any repairs or maintenance if such Owner commences
performance of its obligations within such 30-day period and thereafter diligently
completes such performance. Such Owner will pay as a Specific Assessment all
costs reasonably incurred by the Association in accordance with this Section 9.1.6.
9.2 Owner’s Responsibility.
9.2.1 Maintenance and Repair of Lot. Each Owner shall maintain its Lot and
Improvements on the Lot and perform all required repairs of such Lot and
Improvements.
9.2.2 Damages Caused by Owners. Each Owner will pay as a Specific
Assessment all costs of repair or replacement of any portion of the Property that is
damaged or destroyed by reason of the misconduct or negligence of such Owner or
any of its Permittees.
9.3 Maintenance Standard. Unless otherwise specifically provided herein or in other
instruments creating and assigning such maintenance responsibility, responsibility for
maintenance shall include responsibility for repair and replacement, as necessary. All
maintenance shall be performed in a manner consistent with the quality or maintenance
prevailing within Stage Road Subdivision and all applicable covenants. Neither the
Association nor any Owner shall be liable for any damage or injury occurring on or arising out
of the condition of property which it does not own, except pursuant to Section 9.2.2 or to the
extent that it has been negligent in the performance of its maintenance responsibilities.
9.4 Party Structures. Each wall, landscaping berm, landscaping planting, fence,
driveway or similar structure or improvement, or portion thereof, built as a part of the
improvement of the Lots which serves and/or separates any two adjoining Lots shall
constitute a party structure. To the extent not inconsistent with the provisions of this
13.32 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 24
for Stage Road Planned Unit Development/Subdivision
Section 9.4, the laws of the State of Colorado regarding party walls and liability for property
damage due to negligence or willful acts or omissions shall apply thereto. The cost of
reasonable repair and maintenance of a party structure shall be shared equally by the
Owners who make use of the party structure.
9.5 Security. The Association may, but shall not be obligated to, maintain or support
certain activities on the Property designed to make the Property safer than it otherwise might
be. Neither the Association nor Declarant shall in any way be considered an insurer or
guarantor of security on the Property, nor shall any of them be held liable for any loss or
damage by reason of failure to provide adequate security or ineffectiveness of security
measures undertaken. No representation or warranty is made that any fire protection
system, or security system or measures, cannot be compromised or circumvented, nor that
any such system or security measure undertaken will in all cases prevent loss or provide the
detection or protection for which the system is designed or intended. Each Owner
acknowledges, understands and covenants to inform his or her Permittees that the
Association, the Board of Directors and committees thereof, and Declarant and any
successor Declarant are not insurers and that each Person using the Property assumes all
risks of personal injury and loss or damage to property, including Lots and the contents of
Lots, resulting from acts of third parties.
10 Use Restrictions
10.1 Use. Outside of the Building Envelope, each Lot may be used by the Owner thereof
and such Owner’s Permittees only for landscaping, recreational or open space purposes and
agricultural uses within the Fathering Parcel Easement Areas, subject to the rights of the
owner of the Fathering Parcel in and to such easement, which rights are exclusive, unless
otherwise agreed by the owner of the Fathering Parcel. Only residential single family uses
and improvements, an accessory dwelling unit as allowed by the PUD and accessory uses
allowed under the PUD shall be permitted on each Lot within its respective Building
Envelope. No uses other than those set forth above shall be permitted on any Lot; provided,
however, that nothing in the preceding sentences is intended to, or shall, limit the rights of the
owner of the Fathering Parcel pursuant to the Fathering Parcel Agricultural Easement.
Unless otherwise approved by the ACC pursuant to the Design Guidelines, any portion of a
Lot outside of the Building Envelope shall remain in a natural vegetative state, which may
include the introduction of indigenous plant and tree species.
10.2 Landscaping. All landscaping shall be subject to approval by the ACC pursuant to
the Design Guidelines. All urban-style landscaping within each Lot shall be limited to the
area of the Lot that is within 100 feet of building exteriors.
10.3 Unsightly or Unkempt Conditions. Taking into consideration the permitted uses in
Section 10.1, all portions of a Lot outside of enclosed structures shall be kept in a clean and
tidy condition at all times. Nothing shall be done, maintained, stored or kept outside of
enclosed structures on a Lot that, in the determination of the Board, causes an unclean,
unhealthy or untidy condition to exist or is obnoxious to the senses (taking into consideration
the permitted uses). Any structures, equipment or other items which may be permitted to be
erected or placed on the exterior portions of Lots shall be kept in a neat, clean and attractive
condition and shall promptly be removed upon request of the Board if, in the judgment of the
Board, they have become rusty or dilapidated or have otherwise fallen into disrepair. No
Owner or Permittee shall dump grass clippings, leaves or other debris, petroleum products,
13.33Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 25
for Stage Road Planned Unit Development/Subdivision
fertilizers or other potentially hazardous or toxic substances in any drainage ditch, stream,
pond or lake or elsewhere on the Property.
10.4 Quiet Enjoyment. Taking into consideration the permitted uses in Section 10.1,
nothing shall be done or maintained on any part of a Lot that emits foul or obnoxious odors
outside the Lot or creates noise or other conditions that tend to disturb the peace, quiet,
safety, comfort or serenity of the Owners and Permittees of other Lots or the owner of the
Fathering Parcel. In addition, no noxious or offensive activity shall be carried on upon any
Lot nor shall anything be done or placed on any Lot that is or may become a nuisance or
cause any significant embarrassment, disturbance or annoyance to others, including the
owner of the Fathering Parcel. As used herein, the term “noxious or offensive activity” shall
not include (a) any reasonable uses of the Property as expressly permitted pursuant to
Section 10.1, and (b) any activities that are reasonably necessary to the development of and
construction of a Lot so long as such activities do not violate the Design Guidelines, statutes,
rules or regulations of any governmental authority having jurisdiction with respect thereto and
do not unreasonably interfere with the permitted use of another Lot or with any Owner’s or
Permittee’s ingress and egress to or from a Lot.
10.5 Firearms, Fireworks and Explosives. Except as permitted under Section 10.6, the
discharge of any firearms, fireworks or explosives on the Property is prohibited by any Owner
or Permittee of any Owner. The term “firearms” includes “B-B” guns, pellet guns and other
firearms of all types, regardless of size. Notwithstanding anything to the contrary contained
herein or in the Bylaws, the Association shall not be obligated to take action to enforce this
Section 10.5.
10.6 Hunting. Hunting, killing, trapping or poisoning of wildlife on or from the Property
shall be prohibited except to prevent imminent danger to human life, prevent the loss of
livestock kept by the owner of the Fathering Parcel, or unless conducted by or at the direction
of the Association or the Colorado Division of Wildlife or other law enforcement or public
officials having jurisdiction to protect human life or property, reduce overpopulation or
eliminate nuisances or as may otherwise be required by law. Firearms may be discharged
from the Property in furtherance of the wildlife control measures permitted under this
Section 10.6.
10.7 No Harassment of Wildlife. Except as permitted under Section 10.6, no
harassment of wildlife is permitted on or from the Property. With the exception of bird
feeders, any means of feeding, baiting, salting or otherwise attracting wildlife to individual
yards or Common Elements is prohibited.
10.8 No Hazardous Activities. Subject to the permitted uses set forth in Section 10.1, no
activities shall be conducted on any Lot and no Improvements shall be constructed on any
Lot that are or might be unsafe or hazardous to any natural Person or property. Without
limiting the generality of the foregoing, no outdoor fires shall be lighted or permitted on any
Lot except in a contained barbecue grill while attended and in use for cooking purposes.
10.9 PUD and Laws. Every Owner and Permittee shall comply with the PUD and all laws,
statutes, ordinances and rules of federal, state, local and municipal governments applicable
to the Property. Any violation may be considered a violation of this Declaration. However,
the Association shall have no obligation to take action to enforce such laws, statutes,
ordinances and rules.
13.34 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 26
for Stage Road Planned Unit Development/Subdivision
10.10 Limitation on Fences. No Owner shall erect any fence within the Fathering Parcel
Easement Areas, unless the owner of the Fathering Parcel has consented in writing.
10.11 Storage of Recreational Vehicles. Mobile homes, recreational vehicles, travel
trailers, tent trailers, trucks (except pickup trucks used in connection with the permitted uses
pursuant to Section 10.1), snowmobiles, golf carts, boats, boat trailers, tractors, detached
campers, camper shells, snow removal equipment and garden or maintenance equipment
shall be kept in an enclosed structure at all times, except when in actual use.
10.12 Use of Recreational Vehicles. No motorcycle, go-cart, snowmobile, all terrain
vehicle, golf cart or other motorized recreational vehicle shall be operated within or on the
Property for recreational purposes. Motorcycles and similar vehicles licensed by the State of
Colorado for use on public streets and highways that are driven on paved roadways or dirt
roads designated by the Association for vehicular use shall be permitted. In addition, the use
of motorized vehicles (i) to provide, or facilitate the providing of, security, monitoring,
maintenance and similar services within the Property or (ii) by the owners or employees of
the Fathering Parcel on the Access Road System and within the Fathering Parcel Easement
Areas shall be permitted.
10.13 Trash Containers and Refuse. Refuse, garbage and trash shall be kept in a
covered container at all times and any such container shall be kept within an enclosed
structure except on the days of pick-up by a waste management service. No lumber, grass,
shrub or tree clippings or plant waste, compost, metals, bulk materials or scrap or refuse or
trash or unused items of any kind shall be kept, stored or allowed to accumulate on any
Property except for during short time periods (in no event longer than 14 days) pending
removal from the Property.
10.14 Dogs and Other Animals. No dogs may be kept on any Lot, except for service dogs
for use by visually impaired persons or persons with other medical needs requiring a service
dog for assistance. Notwithstanding the foregoing, ranching dogs owned by the owner or
employees of the Fathering Parcel may be used on the Lots in and around the Fathering
Parcel Easement Areas. No Owner or Permittee of an Owner may raise, keep or board any
horse, pig, cow, mule, donkey, llama, fowl, or any other livestock on any Lot; except,
however: (1) within the Fathering Parcel Easement Areas with the written consent of the
owner of the Fathering Parcel; and (2) that the owner of the Fathering Parcel may keep
livestock within the Fathering Parcel Easement Areas pursuant to the Fathering Parcel
Agricultural Easement.
10.15 Lights and Sounds. Subject to the Design Guidelines, which may contain additional
requirements, no light shall be emitted from any Lot which is unreasonably bright or causes
unreasonable glare or shines directly onto an adjacent Lot. No sound shall be emitted from
any Lot which is unreasonably loud or annoying, taking into consideration the permitted uses
set forth in Section 10.1.
10.16 No Outdoor Fires. Except in connection with agricultural activities within the
Fathering Parcel Easement Areas and except as contained in a barbecue grill or an enclosed
outdoor fireplace, no outdoor fires (including, without limitation, any campfires or bonfires)
shall be permitted on any Lot.
10.17 Variances and Rezonings. No Owner shall apply for or permit another Person to
apply for any variance, subdivision, resubdivision, boundary adjustment, PUD amendment,
13.35Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 27
for Stage Road Planned Unit Development/Subdivision
Final Plat amendment or rezoning concerning the Owner’s Lot or any portion thereof without
the prior written consent of the Association and the owner of the Fathering Parcel, which
consent may be denied or withheld in the absolute discretion of the Association or the owner
of the Fathering Parcel.
10.18 Exception for Construction. During the course of actual construction of
Improvements, the above use restrictions of this Article 10 shall not apply to the extent
reasonably necessary to permit such construction to be undertaken in a reasonable manner,
provided that nothing is done or occurs during the period of construction that will result in the
violation of any such use restriction upon the completion of such construction or extraction.
10.19 Declarant’s Exemption. Notwithstanding any provision of this Declaration to the
contrary, Declarant may maintain and carry on upon any Lot owned by Declarant or any
portion of the Common Elements such facilities and activities as, in the reasonable opinion of
Declarant, may be required, convenient or incidental to the development, construction or sale
of Lots or any portion of the Property, including, without limitation, business offices,
construction trailers, signs, and sales offices (subject to any necessary approvals or
limitations pursuant to the Master Architectural Restrictions). Such facilities may be of any
number, size and location which Declarant determines will adequately accommodate
Declarant’s development, sale and marketing of the Lots and the Property.
10.20 Fathering Parcel Owner Exemption. The restrictions contained in Sections 10.1
through 10.17 shall not apply to the owner of the Fathering Parcel with respect to its use of
the Fathering Parcel Easement Areas pursuant to the Fathering Parcel Agricultural Easement
or the use of any area of the Property pursuant to the easement established by Section 5.6.3.
10.21 Fathering Parcel Enforcement. Without limiting the enforcement rights of the
Association or any Owner, the restrictions on the Owners and the Lots contained in
Sections 10.1 through 10.17 shall run to the benefit of the Fathering Parcel and may be
enforced at law or in equity by the owner of the Fathering Parcel against any Owner or
Permittee of an Owner. No such Section may be amended without the prior written consent
of the owner of the Fathering Parcel.
11 Insurance, Damage And Takings
11.1 Association’s Insurance.
11.1.1 Required Coverage. The Association, acting through the Board or its duly
authorized agent, shall obtain and continue in effect the following types of insurance
if reasonably available or, if not reasonably available, the most nearly equivalent
coverages as are reasonably available:
11.1.1.1 Blanket “all risk” property insurance covering any insurable
Improvements owned by the Association. The Association shall have the
authority to insure any property for which it has maintenance or repair
responsibility, regardless of ownership. All property insurance policies
obtained by the Association shall have policy limits sufficient to cover the full
replacement cost of the insured Improvements.
11.1.1.2 Commercial general liability insurance insuring the
Association and the Members against damage or injury caused by the
13.36 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 28
for Stage Road Planned Unit Development/Subdivision
negligence of the Association or any of its Members, employees, agents or
contractors while acting on its behalf. If generally available at reasonable
cost, the commercial general liability coverage (including primary and any
umbrella coverage) shall have a limit of at least $2,000,000.00 per
occurrence with respect to bodily injury, personal injury and property
damage.
11.1.1.3 Workers’ compensation insurance and employer’s liability
insurance to the extent required by law.
11.1.1.4 Directors’ and officers’ liability coverage in an amount
determined by the Board.
11.1.1.5 Fidelity insurance covering all Persons responsible for
handling Association funds in an amount not less than $200,000.00 plus all
reserves on hand, and containing a waiver of all defenses based upon the
exclusion of Persons serving without compensation; provided, however, that
if fidelity insurance in such amounts is not available on reasonable terms, the
Association may maintain a lesser amount of coverage to the extent
reasonably available.
11.1.1.6 Such additional insurance as the Board determines
advisable.
11.1.2 Policy Requirements. All Association policies shall provide for a certificate
of insurance to be furnished to the Association and, upon request, to any Owner or
Mortgagee. Each policy may provide for a deductible in a reasonable amount
determined by the Board. Premiums for all insurance maintained by the Association
pursuant to this Section 11.1 shall be Common Expenses and shall be included in
the Common Assessment. In the event of an insured loss, the deductible shall be
treated as a Common Expense in the same manner as the premiums for the
applicable insurance coverage. However, if the Board reasonably determines, after
providing notice and an opportunity to be heard in accordance with the Bylaws, that
the loss is the result of the willful misconduct of one or more Owners or their
Permittees, then the Association may specifically assess the full amount of such
deductible against such Owners and their Lots as Specific Assessments pursuant to
Section 7.5. All insurance coverage obtained by the Association shall:
11.1.2.1 be written with companies authorized to do business in the
State of Colorado;
11.1.2.2 be written in the name of the Association as trustee for the
Association and the Members;
11.1.2.3 be written as a primary policy, not contributing with and not
supplemental to the coverage that any Owners, occupants or their
Mortgagees may carry individually;
11.1.2.4 provide that each Owner is an insured person under the
policy with respect to liability arising out of such Owner’s membership in the
Association;
13.37Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 29
for Stage Road Planned Unit Development/Subdivision
11.1.2.5 preclude cancellation, invalidation or condition to recovery
under the policy on account of any act or omission of any Owner, unless
such Owner is acting within the scope of its authority on behalf of the
Association; and
11.1.2.6 require at least 30 days’ prior written notice to the
Association and to each Owner to whom a certificate of insurance has been
issued of any cancellation, substantial modification or non-renewal.
11.2 Damage and Destruction.
11.2.1 Property Insured by Association.
11.2.1.1 Immediately after damage or destruction to all or any part of
the Property covered by insurance written in the name of the Association, the
Board or its duly authorized agent shall file and adjust all insurance claims
and obtain reliable and detailed estimates of the cost of repair or
reconstruction. Repair or reconstruction, as used in this paragraph, means
the repair or restoration of the damaged property to substantially the
condition in which it existed prior to the damage, allowing for changes
necessitated by changes in applicable building codes.
11.2.1.2 Any damage to or destruction of the Common Elements shall
be repaired or reconstructed unless: (A) a decision not to repair or
reconstruct is made by Members representing at least 67% of the total vote
in the Association; or (B) repair or reconstruction would be illegal under any
state or local statute governing health and safety.
11.2.1.3 If the damage or destruction to the Common Elements will
not be repaired or reconstructed pursuant to Section 11.2.1.2 and no
alternative Improvements are authorized, the affected property shall be
cleared of all debris and ruins and thereafter shall be maintained by the
Association in a neat and attractive landscaped condition.
11.2.1.4 Any insurance proceeds attributable to damage to Common
Elements will be applied to the costs of repair or reconstruction (if any) and
then, if any insurance proceeds remain, distributed among all Lots in
proportion to their Common Allocations.
11.2.1.5 If insurance proceeds are insufficient to cover the costs of
repair or reconstruction, the Association may, without a vote of the Members,
levy Special Assessments to cover the shortfall.
11.2.1.6 Each Lot will continue to be subject to Assessments
following any damage to any portion of the Common Elements, without
abatement as a result of such damage.
11.2.2 Property of Owners. Each Owner covenants and agrees that in the event
of damage or destruction to structures on or comprising such Owner’s Lot, the Owner
shall proceed promptly to repair or reconstruct such structures in a manner consistent
with the original construction or such other plans and specifications as are approved
13.38 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 30
for Stage Road Planned Unit Development/Subdivision
by the ACC and the City and pursuant to all other applicable land use regulations.
The Owner shall pay any costs of such repair and reconstruction or clearing and
maintenance which are not covered by insurance proceeds.
11.3 Takings.
11.3.1 Taking of Lots. In the event of a Taking of all or any part of any Lot, the
Owner thereof will be solely responsible for negotiating with the condemning authority
concerning the award for such Taking and will be entitled to receive such award after
the liens of all Mortgagees on the affected Lot or portion thereof have been satisfied
or otherwise discharged. If only part of a Lot is acquired by a Taking, the Owner of
such Lot will be responsible for the restoration of its Lot as necessary to return the
Lot to a safe and lawful condition that does not adversely affect the use or enjoyment
of the other Lots or Common Elements or detract from the general character or
appearance of the Property.
11.3.2 Taking of Common Elements.
11.3.2.1 Each Owner shall be entitled to written notice of any Taking
of any Common Elements or portion thereof. The Association will be solely
responsible for negotiating, and is hereby authorized to negotiate with the
condemning authority on behalf of all Owners concerning, the amount of the
award for any Taking by which a condemning authority acquires any
Common Elements or portion thereof without also acquiring 100% of the
Lots, and the acceptance of such award by the Association will be binding on
all Owners. Any award made for such Taking shall be payable to the
Association as trustee for all Owners and shall be disbursed as set forth in
Sections 11.3.2.2 and 11.3.2.3. Notwithstanding the foregoing, no Common
Elements shall be conveyed in lieu of and under threat of condemnation
without the approval of the Board, acting on the written direction of Members
representing at least 67% of the total vote in the Association.
11.3.2.2 If the Taking involves a portion of the Common Elements on
which Improvements have been constructed, the Association shall restore or
replace such Improvements on the remaining land included in the Common
Elements to the extent available, unless within 60 days after such Taking
Members representing at least 67% of the total vote in the Association shall
otherwise agree. Any such construction shall be in accordance with plans
approved by the Association. If the award made for such Taking is
insufficient to cover the costs of restoration or replacement, the Association
may, without a vote of the Members, levy Special Assessments to cover the
shortfall.
11.3.2.3 If the Taking does not involve any Improvements on the
Common Elements, or if a decision is made not to repair or restore, or if net
funds remain after any such restoration or replacement is complete, then
such award or net funds shall become an asset of the Association.
13.39Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 31
for Stage Road Planned Unit Development/Subdivision
12 Mortgagee Provisions
12.1 No Priority. No provision of this Declaration or the Bylaws gives or shall be
construed as giving any Owner or other party priority over any rights of the First Mortgagee of
any Lot in the case of distribution to such Owner of insurance proceeds or condemnation
awards for losses to or a Taking of the Common Elements.
12.2 Notice to Mortgagees. Upon receipt by the Association of a written request for
notices as described in Section 2.26, any Eligible Holder who provides such request will be
entitled to timely written notice of:
12.2.1 Any condemnation loss or casualty loss that affects a material portion of the
Property or that affects any Lot on which there is a First Mortgage held, insured or
guaranteed by such Eligible Holder;
12.2.2 Any delinquency in the payment of Assessments or charges owed by a Lot
subject to the Mortgage of such Eligible Holder, where such delinquency has
continued for a period of 60 days after notice of such delinquency has been delivered
to the Owner, or any other violation of this Declaration, the Rules or the Bylaws
relating to such Lot or the Owner or occupant thereof which is not cured within 60
days of notice of such violation; and
12.2.3 Any lapse, cancellation or material modification of any insurance policy
maintained by the Association.
13 Conveyancing and Encumbrancing
13.1 Lots. A description of any Lot in accordance with the requirements of Colorado law
for the conveyance of real property will, if included in an otherwise proper instrument, be
sufficient for all purposes to sell, convey, transfer, encumber and otherwise affect not only
such Lot but also all easements, rights and other benefits appurtenant thereto as provided in
this Declaration. A Person who becomes an Owner will promptly notify the Association of his
or her ownership of a Lot. An Owner may encumber his or her Lot as he or she sees fit,
subject to the provisions of this Declaration.
13.2 Common Elements. The Common Elements or portions thereof may be conveyed
or subjected to a lien or security interest, with the written approval of Owners to whom are
allocated at least 67% of the votes in the Association. Such conveyance or encumbrance will
not affect the priority or validity of pre-existing encumbrances. Any net proceeds from the
sale of any portion of the Common Elements will be an asset of the Association.
14 Amendment
14.1 Required Votes.
14.1.1 Declarant, without the vote or consent of the Board or the Owners, may
amend this Declaration to correct clerical, typographical or technical errors.
14.1.2 Any amendment to this Declaration that changes the uses to which any Lot is
restricted requires the vote or written agreement of the Owners of Lots to which at
13.40 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 32
for Stage Road Planned Unit Development/Subdivision
least 67% of the votes in the Association are allocated and the written consent of the
owner of the Fathering Parcel.
14.1.3 Any amendment to this Declaration that changes a specific clause or
provision prescribing a certain percentage of affirmative votes for action to be taken
under that clause or provision shall require the affirmative vote of those Owners of
Lots to which at least that percentage (as prescribed in that clause or provision) of
the votes in the Association are allocated.
14.1.4 Any amendment to this Declaration that changes a specific clause or
provision that either expressly benefits a particular Persons or that requires the
consent of any Person for action to be taken under that clause or provision (e.g., the
owner of the Fathering Parcel) shall require the written consent of such Person.
14.1.5 Except as provided above in this Section 14.1 and in any other provision of
this Declaration, this Declaration may be amended by the affirmative vote or written
consent of the Owners of Lots to which more than 67% of the votes in the
Association are allocated.
14.2 Amending Documents. Except for any amendment that by the terms of this
Declaration may be and is duly executed, acknowledged and Recorded by Declarant or by or
on behalf of the Board, an amendment to this Declaration is effective only when all of the
following events occur:
14.2.1 Approved Writing. The amendment is reduced to a writing that is approved
(by affirmative vote or written consent) by the Owners of Lots to which at least the
applicable required percentage of votes in the Association are allocated, and, as
applicable, the Declarant or the owner of the Fathering Parcel.
14.2.2 Certificate by Association. A written certificate, executed and
acknowledged by the president or any other authorized officer of the Association, is
attached to the written amendment which states that the amendment was approved
by the applicable required percentage of Owners pursuant to Section 14.1.
14.2.3 Recording. The approved written amendment described in Section 14.2.1
and the certificate described in Section 14.2.2 are Recorded.
15 General Provisions
15.1 Permittees Bound. All provisions of this Declaration, the Bylaws and the Rules shall
also apply to all Permittees of any Owner. Each Owner shall cause all of its Permittees to
comply with the this Declaration, the Bylaws and the Rules, and each Owner shall be
responsible for all violations and losses to the Common Elements caused by such
Permittees, notwithstanding the fact that such Permittees of a Lot are fully liable and may be
sanctioned for any violation.
15.2 Ranching Disclosure, Acknowledgement and Waiver. Each Owner is hereby
advised of the following matters affecting the Property and the use and enjoyment thereof,
and, by accepting title to a Lot, each Owner acknowledges and agrees to the following: The
Fathering Parcel and the Fathering Parcel Agricultural Easement will be used for various
ranching and farming activities, including, without limitation, the grazing, raising, herding and
13.41Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 33
for Stage Road Planned Unit Development/Subdivision
breeding of livestock and the cultivation and harvesting of hay, straw and crops (the
“Ranching Activities”). The Ranching Activities will create an unpredictable amount of
audible, visible and odorous impacts and disturbances that may adversely affect the quiet
use and enjoyment of the Lots. By taking title to a Lot, each Owner acknowledges that the
Ranching Activities and the impacts and disturbances generated by the Ranching Activities
may occur in and around the Owner’s Lot and the Property. In addition, by taking title to a
Lot, each Owner agrees to forever waive and release any claims the Owner or its heirs,
successors or assigns may have against the owner of the Fathering Parcel that in any way
arise out of the impacts and disturbances generated by the Ranching Activities; provided,
however, that such waiver shall not apply to any personal injury or damage to property
caused by the Ranching Activities and that results from the recklessness or intentional acts of
the owner of the Father Parcel or such owner’s agents or employees.
15.3 Duration and Termination.
15.3.1 Perpetual Duration. Unless terminated as provided in Section 15.3.2, this
Declaration shall have perpetual duration. If Colorado law hereafter limits the period
during which covenants may run with the land, then to the extent consistent with such
law, this Declaration shall automatically be extended at the expiration of such period
for successive periods of twenty years each, unless terminated as provided herein.
15.3.2 Termination. Unless otherwise provided by Colorado law, in which case
such law shall control, this Declaration may not be terminated prior to the 50th
anniversary of the date this Declaration is Recorded without the written consent of
Owners representing at least 80% of the votes in the Association and the owner of
the Fathering Parcel. Thereafter, it may be terminated only with the written consent
of Owners representing at least 67% of the votes in the Association and the owner of
the Fathering Parcel. Any termination instrument shall be Recorded. Nothing in this
Section 15.3.2 shall be construed to permit termination of any easement created in
this Declaration without the consent of the beneficiary of such easement.
15.4 Compliance; Right of Action. Every Owner and Permittee shall comply with this
Declaration, the Bylaws and the Rules. In recognition of the fact that a violation of any of the
easements, restrictions, requirements, conditions and covenants set forth in this Declaration
will cause irreparable damage to the Property that is subject to this Declaration, it is hereby
declared, and by acquiring an interest in any Lot all Owners and Mortgagees will be deemed
to have agreed, that, except to the extent expressly provided to the contrary in this
Declaration, any violation or attempted violation of any provision of this Declaration will give
Declarant, the Association and any aggrieved Owner the right to prosecute a proceeding at
law or in equity against the Person who is violating or attempting to violate such provision and
the right to recover sums due or damages or to obtain any other remedy available at law or in
equity, including, without limitation, injunctive relief.
15.5 Attorney Fees. For each claim, including without limitation counter-claims, cross-
claims, and third-party claims, in any legal proceeding to enforce the provisions of this
Declaration, the Bylaws, the Articles or the Rules, the party prevailing on such claim shall be
entitled to an award of its reasonable collection costs and attorney fees and costs incurred in
asserting or defending the claim.
15.6 Indemnity. Each Owner will be liable to and will protect, defend, indemnify and hold
the Association harmless from and against any and all damages, claims, demands, liens
(including, without limitation, mechanics’ and materialmen’s liens and claims), losses, costs
13.42 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions 34
for Stage Road Planned Unit Development/Subdivision
and expenses (including, without limitation, reasonable attorneys’ fees, court costs and other
expenses of litigation) and liabilities of any kind or nature whatsoever suffered or incurred by,
or threatened or asserted against, the Association as a result of or in connection with (a) the
willful misconduct, negligence or violation of this Declaration, the Bylaws or the Rules by the
indemnifying Owner or his or her Permittees; or (b) any repair, restoration, replacement,
alteration or other construction, demolition, installation or removal work on or about the
Property contracted for, or performed by, the indemnifying Owner or his or her Permittees.
The indemnifying Owner will pay for all such claims suffered or incurred by the Association
for which such Owner is responsible hereunder promptly upon receipt of a demand from the
Association therefor. The amount of such claims will constitute Specific Assessments against
the indemnifying Owner’s Lot. Nothing herein will be deemed to relieve any Permittee from
liability for its own acts or omissions. Nothing contained in this Section 15.6 will be construed
to provide for any indemnification which would violate applicable laws, void any or all of the
provisions of this Section 15.6, or negate, abridge, eliminate or otherwise reduce any other
indemnification or right which the Association or the Owners have by law.
15.7 Severability. In the event any provision of this Declaration is deemed illegal or
invalid by judgment or court order, a legally valid provision similar to the invalidated provision
shall be substituted therefor. Invalidation of any provision of this Declaration, in whole or in
part, or of any application of a provision of this Declaration, by judgment or court order shall
in no way affect other provisions or applications of this Declaration.
15.8 Governing Law. This Declaration shall be governed by and construed under the
laws of the State of Colorado.
15.9 Captions. The captions and section headings in this Declaration are for
convenience only and shall not be considered in construing any provisions of this
Declaration.
15.10 Notices. Except for notices concerning meetings of the Association or the Board,
which will be given in the manner provided in the Bylaws, any notices required or permitted
hereunder or under the Bylaws to be given to any Owner, the Association, the Board or any
Eligible Holder will be sent by certified mail, first-class postage prepaid, return receipt
requested, to the intended recipient at, in the case of notices to an Owner, the mailing
address of such Owner in the City or any other address designated by such Owner in writing
to the Association; in the case of notices to the Association or the Board, the address of the
Association’s registered agent; or in the case of notices to an Eligible Holder, the address
thereof most recently given to the Association by notice from such Eligible Holder. All notices
will be deemed given and received three business days after such mailing. Any Owner or
Eligible Holder may change its address for purposes of notice by notice to the Association in
accordance with this Section 15.10. The Association or the Board may change its address
for purposes of notice by notice to all Owners in accordance with this Section 15.10. Any
such change of address will be effective five days after giving of the required notice.
[remainder of page intentionally blank]
13.43Stage Road Homeowners Association
Declaration of Covenants, Easements, Conditions and Restrictions 35
for Stage Road Planned Unit Development/Subdivision
IN WITNESS WHEREOF, Bar/X Ranch LLC has executed this Declaration.
BAR/X RANCH LLC, a Colorado limited liability
company
By:
Name:
Title:
STATE OF COLORADO )
) 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
13.44 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Declaration of Covenants, Easements, Conditions and Restrictions A-1
for Stage Road Planned Unit Development/Subdivision
EXHIBIT A
Description of the Property
13.45Stage Road Homeowners 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.
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:
____________________ ________________________________________
________________________________________
________________________________________
____________________ ________________________________________
________________________________________
________________________________________
13.46 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Articles of Incorporation of Stage Road Homeowners Association 2
____________________ ________________________________________
________________________________________
________________________________________
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.
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
13.47Stage Road Homeowners Association
Articles of Incorporation of Stage Road Homeowners Association 3
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
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.
13.48 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
This page intentionally left blank
13.49Stage Road Homeowners Association
Bylaws
of
Stage Road Homeowners Association
13.50 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..................................................................................4
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
13.51Stage Road Homeowners Association
Table of Contents
(continued)
Page
ii
5 Architectural Control Committee............................................................................................7
5.1 General Powers and Duties of Board.......................................................................7
5.2 Special Powers and Duties of Board........................................................................7
5.3 Qualifications of Directors.........................................................................................7
5.4 General Standards of Conduct for Directors and Officers........................................7
5.5 Term of Directors......................................................................................................7
5.6 Appointment and Election of Directors.....................................................................7
5.7 Removal of Directors................................................................................................7
5.8 Resignation of Directors...........................................................................................8
5.9 Vacancies in Directors..............................................................................................8
5.10 Manager or Managing Agent....................................................................................8
5.11 Conflicting Interest Transactions..............................................................................8
5.12 Limitations of Liability and Indemnification of Directors ...........................................9
6 Meetings of Directors.............................................................................................................9
6.1 Place of Directors’ Meetings.....................................................................................9
6.2 Annual Meeting of Directors.....................................................................................9
6.3 Special Meetings of Directors...................................................................................9
6.4 Notice of Directors’ Meetings .................................................................................10
6.5 Proxies....................................................................................................................10
6.6 Quorum of Directors...............................................................................................10
6.7 Adjournment of Director’s Meetings .......................................................................10
6.8 Vote Required at Directors’ Meeting ......................................................................10
6.9 Officers at Meetings................................................................................................10
6.10 Waiver of Notice.....................................................................................................10
6.11 Action of Directors Without a Meeting....................................................................11
6.12 Meeting Attendance; Executive Sessions..............................................................11
7 Officers ................................................................................................................................11
7.1 Officers ...................................................................................................................11
7.2 Appointment and Term of Office of Officers...........................................................11
7.3 Removal of Officers................................................................................................12
7.4 Resignation of Officers...........................................................................................12
7.5 Vacancies in Officers..............................................................................................12
7.6 President.................................................................................................................12
13.52 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Table of Contents
(continued)
Page
iii
7.7 Vice-President ........................................................................................................12
7.8 Secretary ................................................................................................................12
7.9 Treasurer................................................................................................................12
8 Miscellaneous......................................................................................................................13
8.1 Amendment of Bylaws............................................................................................13
8.2 Biennial Corporate Reports....................................................................................13
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
13.53Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 1
Bylaws of Stage Road Homeowners Association
1 General
1.1 Purpose of Bylaws. These Bylaws of Stage Road Homeowners Association
(these “Bylaws”) are adopted for the regulation and management of the affairs of the Stage
Road Homeowners 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 Covenants, Easements, Conditions and 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 Board, 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 Board 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.
13.54 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 2
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”):
(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 vote 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
13.55Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 3
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.
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 Board 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 Board.
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 vote of the Members), the Board shall act as
arbitrators and the decision of a disinterested majority of the Board 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 Board, 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 Board and specified in the notice of the meeting.
4.2 Annual Meetings of Members. Annual meetings of the Members shall be held on
the date fixed in accordance with a resolution of the Board at such time of day as is fixed by
the Board 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. Special meetings of the Members may be called
by the Board or by the Members holding not less than 20% of the total votes in the
13.56 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 4
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 Board 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, by facsimile, by overnight courier 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 Board. 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
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
13.57Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 5
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 Directors 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
Director) 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
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
13.58 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 6
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
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.
13.59Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 7
5 Board of Directors
5.1 General Powers and Duties of Board. The Board 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 Board 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. The Board 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 Board. Without limiting the general powers and
duties set forth in Section 5.1 of these Bylaws, the Board 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 Directors. There shall be three Directors. Each Director shall
be a natural person who is at least 18 years of age. A Director may be reelected, and there
shall be no limit on the number of terms a Director may serve on the Board. A Director
need not be a Member of the Association or the Authorized Representative of a Member.
5.4 General Standards of Conduct for Directors and Officers. To the extent not
otherwise inconsistent with Colorado law, any Director, in connection with the authority and
powers granted to the Board 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 Director believes is in the best interests of the Association. In
discharging his or her duties, the Director 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 Director believes to be reliable and competent in
the matters presented; or (ii) legal counsel, public accountants or other persons as to
matters which the Director believes to be within such person’s professional or expert
competence, so long as, in any such case, the Director 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, the Director shall not be liable as such to the
Association for any act or omission if, in connection with such act or omission, the Director
performed the duties of his or her position in compliance with this Section 5.4. A Director 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.
5.5 Term of Directors. The term of each Director shall be two years.
5.6 Appointment and Election of Directors. During the Declarant Control Period,
Declarant shall appoint all of the Directors. After the termination of the Declarant Control
Period, the Members of the Association shall elect all of the Directors.
5.7 Removal of Directors. Any Director 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
13.60 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 8
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 Director.
5.8 Resignation of Directors. Any Director may resign at any time by giving written
notice to the President, to the Secretary or to the Board stating the effective date of such
resignation. Acceptance of such resignation shall not be necessary to make the resignation
effective.
5.9 Vacancies in Directors. Any vacancy of a Director seat previously held by a
Declarant appointee shall be filled by a further appointment made by Declarant. Any
vacancy occurring in a Director seat held by a Director elected by the Members shall be
filled by the affirmative vote of a majority of the remaining Directors, though less than a
quorum of the Board. A Director 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 Board, by resolution adopted by a majority of
the Directors 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
Board 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 Director or officer.
5.11.2 No contract, transaction, or other financial relationship between the
Association and the Director, or between the Association and a party related to the
Director, or between the Association and an entity in which the Director 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 the Director or a party related to the
Director or an entity in which the Director has a financial interest or solely because
the Director is present at or participates in the meeting of the Board that authorizes,
approves, or ratifies the Conflicting Interest Transaction or solely because the
Director's vote is counted for such purpose if: (i) the material facts as to the
Director's relationship or interest and as to the Conflicting Interest Transaction are
disclosed or are known to the Board, and the Board in good faith authorizes,
approves, or ratifies the Conflicting Interest Transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors are
less than a quorum; or (ii) the material facts as to the Director's relationship or
interest as to the Conflicting Interest Transaction are disclosed or are known to the
Directors entitled to vote thereon, and the Conflicting Interest Transaction is
specifically authorized, approved, or ratified in good faith by a vote of the Directors
entitled to vote thereon; or (iii) the Conflicting Interest Transaction is fair as to the
Association. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board which authorizes, approves, or
ratifies the Conflicting Interest Transaction.
13.61Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 9
5.12 Limitations of Liability and Indemnification of Directors.
5.12.1 No Director shall be liable for actions taken or omissions made in the
performance of such Director’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
Director shall have any personal liability to the Association or its Members for
monetary damages for breach of fiduciary duty as the Director; 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 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 Director, 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 Director directly or indirectly derived an
improper personal benefit.
5.12.3 No Director 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 was personally involved in the situation giving rise to the injury or unless
such Director 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
Director 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 Director of any right he or she may have for contribution from any other
Director 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 the
Director 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 the Director against liability
asserted or incurred by the person in that capacity or arising from the person’s
status as the Director.
6 Meetings of Directors
6.1 Place of Directors’ Meetings. Meetings of the Board may be held any place
designated by the Board.
6.2 Annual Meeting of Directors. Annual meetings of the Board shall not be required.
6.3 Special Meetings of Directors. Special meetings of the Board may be called by
the President or a majority of the Directors.
13.62 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 10
6.4 Notice of Directors’ Meetings. When notice is required for any meeting of the
Board, 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 Director. If
mailed, the notice will be deemed delivered five business days after it is deposited in the
mail addressed to the Director 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 Director 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 Director or to any person
answering the telephone who sounds competent and mature at the Director’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 Director or some person who appears competent and
mature at the Director’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 Board need be specified in the notice or waiver of notice of such
meeting.
6.5 Proxies. For purposes of determining a quorum of Directors with respect to a
particular proposal, and for purposes of casting a vote for or against a particular proposal, a
Director may be deemed to be present at a meeting and to vote if the Director has granted
a signed written proxy to another Director who is present at the meeting, authorizing the
other Director to cast the vote that is directed to be cast by the written proxy with respect to
the particular proposal that is described with reasonable specificity in the proxy.
6.6 Quorum of Directors. A majority of the number of Directors fixed in these Bylaws
shall constitute a quorum for the transaction of business by the Board.
6.7 Adjournment of Director’s Meetings. The Directors present at any meeting of the
Board 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 Directors. 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 Directors’ Meeting. At any meeting of the Board, if a quorum is
present either in person or by proxy, the affirmative vote of a majority of the Directors
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 Director)
shall act as chairman and the Board shall designate the Director or other person to act as
secretary at all meetings of Directors.
6.10 Waiver of Notice. A waiver of notice of any meeting of the Board, signed by a
Director, whether before or after the meeting, shall be equivalent to the giving of notice of
the meeting to such Director. Attendance of the Director at a meeting in person shall
constitute waiver of notice of such meeting, except when the Director attends for the
express purpose of objecting to the transaction of business because the meeting is not
lawfully called or conveyed.
13.63Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 11
6.11 Action of Directors Without a Meeting. Any action required to be taken or which
may be taken at a meeting of the Board may be taken without a meeting if all of the
Directors in writing: (i) vote for such action by the unanimous affirmative vote of the
Directors 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 Director
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 Director describing the action and
stating that the Director’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 Board may permit any Director 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. A Director participating in a meeting by this means is deemed to be
present in person at the meeting.
6.12.2 The Board or any committee thereof may hold an executive or closed door
session and may restrict attendance to Directors and such other persons requested
by the Board 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
Board 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 Board or any committee thereof shall be adopted during an
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. The officers of the Association shall consist of a President, one or more
Vice-Presidents, a Treasurer, a Secretary and such other officers, assistant officers,
employees and agents as the Board 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 Board and shall
hold office subject to the pleasure of the Board until the officer’s successor is appointed,
13.64 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 12
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 Board, with or without cause, whenever in the
Board’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 Board 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 Board. 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 Board, 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 Board and of the Members. The President may prepare,
execute, certify, and record duly made amendments to the Declaration on behalf of the
Association.
7.7 Vice-President. Any Vice-President may act in place of the President in case of
his or her death, absence or inability to act, and shall perform such other duties and have
such authority as is from time to time delegated by the Board or by the President. There
may be more than one Vice-President.
7.8 Secretary. The Secretary shall be the custodian of the records and the seal (if any)
of the Association and shall affix the seal (if any) to all documents requiring the same; shall
prepare, execute, certify, and record amendments to the Declaration on behalf of the
Association; shall see that all notices are duly given in accordance with the provisions of
these Bylaws and as required by law and that the books, reports and other documents and
records of the Association are properly kept and filed; shall take or cause to be taken and
shall keep minutes of the meetings of the Members, of the Board and of committees of the
Board; shall keep at the principal office of the Association a record of the names and
addresses of the Members and the Authorized Representative, if any, of each Member;
and, in general, shall perform all duties incident to the office of Secretary and such other
duties as may, from time to time, be assigned to him or her by the Board or by the
President. The Board may appoint one or more Assistant Secretaries who may act in place
of the Secretary in case of his or her death, absence or inability to act.
7.9 Treasurer. The Treasurer shall have charge and custody of, and be responsible
for, all funds and securities of the Association in such depositories as shall be designated
by the Board; shall keep correct and complete financial records and books of account and
records of financial transactions and condition of the Association and shall submit such
reports thereof as the Board may, from time to time, require; and, in general, shall perform
13.65Stage Road Homeowners Association
Bylaws of Stage Road Homeowners Association 13
all the duties incident to the office of Treasurer and such other duties as may from time to
time be assigned to him or her by the Board or by the President. The Board may appoint
one or more Assistant Treasurers who may act in place of the Treasurer in case of his or
her death, absence or inability to act.
8 Miscellaneous
8.1 Amendment of Bylaws. Except as provided in the Nonprofit Act, the Board 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
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 Board.
8.4 Seal. The Board 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, Directors 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 Board, 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 Board.
[signature page follows]
13.66 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission
Bylaws of Stage Road Homeowners Association 14
ADOPTED AS OF ___________________, 200__, BY THE BOARD OF DIRECTORS OF STAGE
ROAD HOMEOWNERS ASSOCIATION.
Name:
Name:
Name: