PIKE TRAILS RANCHES IMPROVEMENT ASSOCIATION (PTRIA)
Object of Association
1. The purposes for which this non-profit Association was formed are:
(a) To acquire as owner, hold title to, and improve and maintain certain private roads and common properties (hereinafter designated as common elements) located within the boundaries of Pike Trails Ranches, Filings One through Five, inclusive (hereinafter designated as the “Subdivision”), County of Park, State of Colorado; and
(b) To represent Owners of tracts within the boundaries of the Subdivision with respect to all issues of common interest.
2. All present and future Owners and tenants of tracts in the subdivision, and their invited guests who might use in any manner any of the common elements of the Subdivision are subject to the provisions set forth in these By-Laws. The use by Owners of any common elements owned or maintained by PTRIA will signify acceptance, ratification, and compliance with these By-Laws and acknowledgement of the obligation to provide for the financial support of PTRIA.
Membership and Voting
1. Membership. Ownership of a tract within the Subdivision constitutes Membership in this Association. Any person (or persons) becoming a Member of this Association is immediately subject to these By-Laws. Where two or more persons are the joint Owners of a tract, all become Members, and where two or more persons are stockholders in a corporation owning a tract, all become Members. Such membership shall terminate without any formal Association action whenever such person, persons, or corporation cease to own a tract, but such termination shall not relieve or release such Members from any financial liability or obligation incurred under or in any way connected with this Association, during the period of such ownership and membership in this Association. Termination of membership shall not impair any rights or remedies which the Board of Directors of the Association, or others, may have against such former Owner and Member arising out of, or in any way connected with, ownership and membership and the obligations incident thereto.
2. Voting Rights. Members of the Association who are deemed to be in good standing according to Section 3 of this Article II shall have the right to cast one vote per tract owned on all questions submitted to the membership. Cumulative voting in the election of the Board of Directors of the Association shall not be permitted. Where more than one Owner of a tract is a Member, only one vote may be cast as agreed upon by those Owners. Owners of tracts that are not “Members in Good Standing” of the Association shall not have the right to vote.
3. Membership in Good Standing. Members are in good standing if, and only if, they have fulfilled their financial obligations through payment of dues assessed.
Board of Directors
1. Number and Qualification. The affairs of the Association shall be governed by a Board of Directors (herein the “Board”) consisting of 6 members in good standing of the Association. These 6 Directors shall be designated the (1) President, (2) 1st Vice President, (3) 2nd Vice President, (4) Secretary, and (5) Treasurer. The immediate past President may participate in the activities of the Board as a non-elected sixth member without a vote.
2. Powers and Duties. The Board shall have the powers and duties necessary for the administration of the affairs of the Association. The Board may not do any such acts and things that would be prohibited by Colorado Common Statutes or by these By-Laws, or by the Articles of Incorporation of the Association, or are not otherwise directed to be exercised by the Owners. The Board shall be empowered and shall have the following powers and duties:
(a) To establish reasonable rules and regulations in addition to these By-laws as may be necessary to govern the use of Association common elements. A copy of all such rules and regulations shall be made available to all new Members, and to each current Member upon the adoption thereof.
(b) To prepare the Association’s annual budget (see Article IV), to determine and collect each Member’s proportionate share of the budget as a common expense assessment and to suspend privileges to any Member who becomes delinquent in the payment of such assessments.
(c) To keep in good order and condition all common elements within the Subdivision, to stock the ponds with marine life and to purchase and maintain all such capital equipment necessary for these activities, as available funds will allow.
(d) To enter into contracts within the scope of their duties and powers as necessary to maintain the common elements.
(e) To establish financial accounts for the common treasury and for all separate funds which are required or may be deemed advisable.
(f) To keep and maintain accurate records showing all expenses and disbursements of the Association, and to permit the examination thereof at any reasonable time by each Member of the Association.
(g) To grant limited, nonexclusive easements across ranch roads when it is reasonably determined by the Board and legal counsel that such roads are subject to prescriptive rights of use of the Owners of property adjacent to the Subdivision.
(h) In general, to carry on the administration of this Association and to do all of those things, necessary and reasonable, in order to carry out the purposes of the Association.
3. Specific Duties of the Board of Directors Offices.
(a) President. The President shall be the chief executive officer of the Association. He/she shall preside at all meetings of the Association and of the Board. He/she shall have all of the general powers and duties which are usually vested in the office of president of an association, including but not limited to, the power to appoint committees from the Members in good standing of the Association as appropriate to assist in the conduct of the affairs of the Association or as may be established by the Board or by the Members of the Association at any regular or special meetings. He/she shall also be responsible for the preparation and mailing of at least one Association newsletter and the Annual Notification of Assessments. The assessment should be mailed out no later than the last business day of May of each year to stay consistent with the Association’s June 1st to May 31st fiscal calendar.
(b) 1st Vice President. The 1st Vice President shall have all the powers and authority and perform all the functions and duties of the President in the absence of the President or in the event of his inability for any reason to exercise such powers and functions or to perform such duties
(c) 2nd Vice President. The 2nd Vice President shall have all the powers and authority and perform all the functions and duties of the President in the absence of the President and 1st Vice President or in the event of his inability for any reason to exercise such powers and functions or to perform such duties.
(d) Secretary. The Secretary shall keep all the minutes of the meetings of the Board and the minutes of all meetings of the Members of the Association. He/she shall have charge of such books and papers as the Board may direct.
(e) Treasurer. The Treasurer shall have the responsibility for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He/she shall prepare the annual budget (see Article IV) and shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Association, and shall, in general, perform all the duties incident to the office of Treasurer.
(f) Immediate Past President. The Immediate Past President shall have no specific duties on the Board. He/she shall generally assist the incoming President and other new officers on the Board. He/she shall not have a vote on matters or actions undertaken by the Board.
4. Election and Term of Office. The Board of the Association shall be elected by the general membership (in good standing) at the annual meeting of the Association for a term of two years commencing on the day following the election, and terminating the day after the new election of directors.
5. Removal of Officers. Upon an affirmative vote of a majority of the voting members of the Board of Directors, any officer may be removed, either with or without cause, and the successor shall be elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose.
Annual Budget and Common Expense Assessments
1. An annual budget, based on anticipated income, shall be prepared by the Treasurer, approved by a majority of the voting members of the Board, and presented to the Members at the Annual Meeting of the Association. The budget shall be approved by a majority of eligible voters. If a budget is rejected by a vote of the membership, then the prior year’s budget remains in effect for the following year.
2. Common Expense Assessments shall be levied on all Members based upon the Association’s financial requirements to accomplish the purposes set forth previously in these By-laws.
3. A long term savings/Certificate of Deposit shall be established for the $10,000 obtained from the easement granted to Paris Creek Ranch. This $10,000 is to be used solely for legal expenses unless otherwise approved by the Board.
4. A Reserve Operating Fund shall be established for unexpected major expenses from interest accrued on 3 above, with additional funds added to keep the fund at no greater than 20% of each year’s budget.
Meetings of the Board of Directors and Members of the Association
1. Regular Meetings of the Board. Regular meetings of the Board may be held at such time and place as shall be determined by the President and with the approval of a majority of the Directors. Board Meetings will be open to attendance by all Members in good standing of the Association, and such Members will be allowed a reasonable opportunity, as determined by the Board, to speak on issues of direct concern to them. Agendas of regular meetings of the Board shall be delivered to each Director at least 7 days prior to the day named for such meeting.
2. Special Meetings of the Board. Special meetings of the Board of Directors may be called by the President on 3 days notice to each Director, provided by mail, e-mail, personally or by telephone, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall also be called by the President, Secretary, or Treasurer in like manner and on like notice on the written request of at least 2 voting Directors.
3. Waiver of Notice. Before or at any meeting of the Board, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him/her of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
4. Board of Director’s Quorum. At all meetings of the Board, a majority of the voting Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be acts of the Board. If, at any meeting of the Board, there shall be less than a quorum present, no business shall be conducted.
5. Special Votes of the Board of Directors. In the event it is not possible to conduct a special meeting to take timely action, such as the need to allocate new or additional funds for an immediate requirement on short notice, then the President may take a poll of the Board members to obtain temporary approval, subject to verification by the Secretary. Any such vote shall be made a matter of record at the next regular or special meeting of the Board.
6. Annual Meeting of the Association.
(a) Date. The annual meeting of the Association shall be held on the Sunday prior to Labor Day weekend of each year unless otherwise determined by the Membership (in good standing).
(b) Business Conducted. The election of the officers for the Board by a vote of Members in good standing shall be conducted at the annual meeting every other year. Other than the election of officers and approval of the annual budget, the Members in good standing may also take votes and transact such business of the Association as may come before them. The Secretary shall be responsible for ensuring that votes are cast only by Members in good standing and that only one vote is counted per tract. This will be accomplished by distribution of ballots or other visual devices suitable for signifying legitimate votes. If a large number of Members in good standing desire to address a specific issue, then the President shall determine suitable measures to limit the total time allotted to this period of discussion.
(c) Notification. Written notice of the annual meeting’s date, location and time shall be provided to all tract owners at least 30 days prior to the date of said meeting. The responsibility for providing such notice shall rest with the President of the Board.
(d) Quorum. All Members in good standing present or by proxy at the annual meeting (minimum of 10 Members present) shall be deemed a quorum of the Association membership with the power to conduct business and make decisions based on the vote of a majority of those members in good standing present or by proxy at the meeting.
(e) Proxy Votes. Votes cast by proxy by any Member in good standing of the Association on issues voted on at the annual meeting must have filed their proxy with the Secretary before the appointed meeting time. This proxy must be in writing and signed by the legal owner of the tract and may be subject to later verification.
7. Special Meetings of the Association Members. Special meetings of the members of the Association may be called from time to time by the President or at the written request of at least 2 members of the Board, or at the written request of at least 10 of the general membership (in good standing) of the Association. These written requests must be filed with the Secretary of the Association at least 30 days prior to the requested meeting and should state the date, time, location, and purpose of such meeting. Notification of such meeting shall be given personally, by telephone, by email or in writing at least 14 days prior to such meeting to all Members of the Association. Any business of the Association may be conducted at such meetings with the exception of the election of officers. The requirements for a quorum and proxies shall be the same as those for the annual meeting.
8. Attendance at Annual Meeting or Special Meetings of the Members of the Association. Any meetings of the Members of the Association shall be open to all Association Members. However, voting privileges shall only be assigned to Members in good standing as determined by Article II, Section 3.
Indemnification of Officers and Directors
The Association shall indemnify every Director or officer, his heirs, executors and administrators, against all loss, costs and expenses, including counsel fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or officer of the Association, except as to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence, willful misconduct or criminal misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence, willful misconduct or criminal misconduct in the performance of his duty as such Director or officer in relation to the matter involved. The foregoing rights shall not be exclusive of any other rights to which such Director or officer may be entitled. All liability, loss damage, cost and expenses incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as common expenses; provided, however, that nothing herein contained shall be deemed to obligate the Association to indemnify any member who is or has been a Director or officer of the Association with respect to any duties or obligations assumed or liabilities incurred by him solely as an owner of a lot in the Subdivision.
1. Members of the Board, officers, and other persons who take leadership roles in the operation of the Association serve as volunteers and shall not receive material compensation for performing such roles. Such persons may be reimbursed for actual and reasonable expenses incurred in connection with their role.
2. When there are valid reasons for not using volunteers, the Board may hire contractors to help the Association fulfill its obligations to the membership. Such contractors shall not be paid more than reasonably competitive rates for the work. Preferential treatment should be given contractors who are also members as long as their rates are competitive.
1. These By-Laws may be amended, altered or repealed and new By-Laws may be adopted by the Board at any regular or special meeting of the Board.
2. (This amendment was made by the Membership.) Amendments by Members of the Association. These By-Laws may be also amended, altered or repealed and new By-Laws may be adopted by a vote of the Members in good standing at any Annual Meeting of the Association. By-Laws adopted by a vote of the Members in good standing may not be subsequently amended, altered, repealed, or otherwise overridden or circumvented by a vote of the Board. Notation will be made in the By-Laws that such amendment was made by the Membership.
Restrictions and Covenants
Hunting or other discharge of firearms is prohibited on or within the common elements of the Subdivision.
Revised July 31, 2014
Bill Harper, President _________________________________
Ric Turley, 1st Vice President _________________________________
Bernie Mann, 2nd Vice President _________________________________
Nancy Harper, Secretary _________________________________
Jon Klima, Treasurer _________________________________
Signatures on original, on file.