BYLAWS
SAN JUAN VISTA HOMEOWNER'S ASSOCIATION
The name of the corporation shall be SAN JUAN VISTA HOMEOWNER'S ASSOCIATION, INC., a Colorado nonprofit corporation (hereinafter referred to as the "Association").
ARTICLE I
OBJECT AND DEFINITIONS
Section 1.01. Purpose. The specific purposes for which the Association is formed are to provide for maintenance, preservation, and control of lots and Common Elements within that certain real property ("Land") described in Exhibit A of the Declaration of Covenants, Conditions, Restrictions and Easements for the San Juan Vista Homeowner's Association (hereinafter referred to as the "Declaration") recorded ____________1995, as Reception No. __________in the records of the Office of the Clerk and Recorder of La Plata County, Colorado; and to promote the health, safety and welfare of the Owners and residents within the above-described property (hereinafter referred to as "Subdivision Project").
Section 1.02. Assent. All present and future owners, tenants, future tenants, or other person using the facilities of the Subdivision Project in any manner are subject to these Bylaws and rules adopted by the board of directors pursuant hereto. The mere acquisition or rental of any of the lots (hereinafter referred to as "Lots") of the Subdivision project or the mere act of occupancy of any of said Lots shall constitute an acceptance and ratification of these Bylaws and an agreement to comply with said rules.
Section 1.03. Definitions.. Unless otherwise specified, terms shall have the same meaning in these Bylaws as such terms have in the Declaration. Board of Directors and Board of Directors shall mean the same.
ARTICLE II
MEMBERSHIP
Section 2.01. Membership. Ownership of a Lot is required in order to qualify for membership in the Association, provided, however, that if title to a Lot is held by a firm, corporation, partnership, association, or other legal entity, or any combination thereof, or if any individual or entity shall have title to more than one Lot, that individual or other legal entity may appoint, by a writing furnished to the Association, a Delegate to represent each such Lot as a candidate for, and if elected, as a member
of the Board of Directors. Such Delegate shall not vote as a member of the Association unless such person shall be appointed by proxy executed in conformance with Sections 3.08 and 3.09 of these Bylaws to cast the voting interest of the Lot which he represents. Any person becoming an Owner of a Lot shall automatically become a member of the Association and be subject to these Bylaws. Such membership shall terminate without any formal Association action whenever such person ceases to own a Lot, but such termination shall not relieve or release any such former Owner from any liability or obligation incurred under, or in any way connected with, the Association during the period of such ownership, or impair any rights or remedies which the Board of Directors of the Association or others may have against such former Owner or member arising out of or in any way connected with ownership and membership and the covenants and obligations incident thereto. No certificate of stock shall be issued by the Association, but the Board of Directors may, if it so elects, issue membership cards to Owners of Lots. Such membership card shall be surrendered to the Secretary whenever ownership of the Lot designated thereon shall terminate.
ARTICLE III
MEETINGS OF MEMBERS
Section 3.01. Place of Meeting,. Meetings of the Association members shall be held at such place, within La Plata County, Colorado, as the Board of Directors may determine.
Section 3.02. Annual Meeting,. The first annual meeting of the Association members shall be held within one year after the date of adoption of these Bylaws. Thereafter, the annual meeting of the Association members shall be held on a date and at a time selected by the Board of Directors in May of each successive year. The purpose of the annual meeting is for the election of Directors and the transaction of such other business of the Association as may properly come before the meeting.
Section 3.03. Special Meetings. Special meetings of the Association may be called by the President of the Board of Directors, and by the members whose undivided percentage ownership of the Common Elements, totals thirty-three (33) percent.
Section 3.04. Notice of Meetings. Written notice stating the place, day and hour of each meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to the registered mailing address of each Lot entitled to vote at such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the
registered mailing address as it appears on the records of the Association, with postage thereon prepaid.
Section 3.05. Adjourned Meetings. If any meeting of Association members cannot be organized because a quorum, as hereinafter defined in Section 3.10, has not attended, the members who are present, either in person or by proxy, may adjourn the meeting, from time to time, until a quorum is obtained.
Section 3.06. Voting Rights. Owners shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.
Section 3.07. Proxies. Votes may be cast in person or by proxy, but no proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Proxies may be filed with the Secretary at or before the appointed time of each meeting.
Section 3.08. Designation of Voting Representative -- Proxy. If title to a Lot is held by more than one individual, or by a firm, corporation, partnership, association, or other legal entity, or any combination thereof, a proxy must be executed and filed with the Association appointing and authorizing one person or alternate persons to attend all annual or special meetings of the Association Members and thereat to cast the voting interest allocated to that Lot as provided in the Declaration. Such proxy shall be effective and remain in force unless voluntarily revoked, amended, or sooner terminated by operation of law; provided, however, that within thirty days after such revocation, amendment, or termination, the Owner or Owners shall reappoint and authorize one person or alternate persons to attend all annual and special meetings as provided by this Section.
Section 3.09. Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of Association members possessing a sufficient voting interest to constitute of twenty-five percent of the voting interests of all members shall constitute a quorum, and such members present in person or by proxy shall constitute the members entitled to vote upon any issue presented at a meeting at which a quorum is present. A majority of such members present in person or by proxy shall be sufficient to make decisions binding on all Owners unless a different number or method of voting is expressly required by Statute or by the Declaration, Articles of Incorporation, or Bylaws.
ARTICLE IV
Board of Directors
Section 4.01. Number and Qualification. The affairs of the Association shall be governed by a Board of Directors composed of at least one person and one additional director will be added for each transfer from the Declarant to an Owner until there are five (5) directors. The director(s) may be nonresident(s) of Colorado but must be member(s) of the Association or their Delegates. The name and address of the person who is to initially act in the capacity of Director until his successor(s) are duly elected and qualified are as follows:
me Address
Joseph James Verce, Jr. P. O. Box 1154
Durango, Colorado 81302
The remaining Directors shall be selected at a time not later than the date on which two-thirds of the Lots have been sold by the Declarant.
Section 4.02. Election and Term of Office. At the first annual meeting of the Association members and at each annual meeting thereafter until the additional Directors have been selected as hereinabove required, the members shall elect one Director for a term of one year. At the first annual meeting after any additional Directors have been selected as hereinabove required, the members shall elect one Director for a term of one year, one Director for a term of two years, and any additional Directors for a term of three years; and at each annual meeting thereafter the members shall elect as many directors as are up for reelection for a term of three years to replace the outgoing Director(s). The Director(s) shall hold office until their successor(s) have been elected and qualified. Nominations of candidates for the Board may be made by any member of the Association, including present members of the Board of Director(s). The candidate receiving the largest Vote for a position on the board shall be elected, and each position shall be filled by a separate vote of the members entitled to vote.
Section 4.03. Removal of Directors. At any regular or special meeting duly called, any one or more of the Director(s) whose terms expire at the next annual meeting of the members may be removed with or without cause by a majority vote, and any one or more Director(s) whose terms do not expire at the next annual meeting of members may be removed only by a vote of at least two-thirds of the member(s) and successor(s) may then and there be elected to fill the vacancies thus created. Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting. The Board of Director(s) shall designate by resolution and motion when such regular and special meetings shall be held.
Section 4.04. Vacancies. Any vacancy occurring in the Board of Directors or any position on the Board of Directors to be filled by reason of an increase in the
number of Directors may be filled by affirmative vote of a majority of the remaining Directors, without less than a quorum of the board of Directors.
Section 4.05. Quorum of Directors. A majority of number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of business. Any act by a quorum of the Directors shall be an act of the Board of Directors.
Section 4.06. Place and Notice of Directors' Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within the State of Colorado, and upon such notice as the Board may prescribe. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Before, at, or after any meeting of the Board of Directors, any member of the Board may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose, of any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting. The Board of Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all members of the Board of Directors. Any action so approved shall have the same effect as though taken at a meeting of the board of Directors.
Section 4.07. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the association. The Board of Directors may do all such acts and things as are not by law or by the Articles of Incorporation or these Bylaws or by the Declaration directed to be exercised and done by the members.
Section 4.08. Other Powers and Duties. Without limiting the generality of the powers and duties set forth in Section 4.07 of these Bylaws, the Board of Directors shall be empowered and shall have the powers and duties as follows:
(a) To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration.
(b) To establish, make, and enforce compliance with such reasonable rules as may be necessary for the operation. use, and occupancy of the Subdivision Project with the right to amend same from time to time. A copy of such rules and regulations shall be delivered to or mailed to each member promptly upon the adoption thereof.
(c) To keep in good order, condition, and repair all of the Common Elements and all items of personal property. if any. used in the enjoyment of the Subdivision Project. Approval of the Owners is not required for expenditure for these purposes.
(d) To insure and keep insured all the insurable Comment Elements of the Association in an amount equal to the full replacement value (i.e., 100% of the current "replacement cost" exclusive of land, foundation, and other items normally excluded from coverage) of the Subdivision Project. Further, to obtain and maintain comprehensive liability covering the entire premises in an amount not less than $1,000,000 covering all claims for personal injury and/or property damage arising out of a single occurrence. t\To insure and keep insured all the fixtures, equipment and personal property acquired by the Association for the benefit of the Association and the Owners of Lots, and to obtain any other insurance provided for in the Declaration.
(e) To fix, determine, levy, and collect the prorated annual assessments to be paid by each of the members toward the gross expenses of the Subdivision Project, and to adjust, decrease, or increase the amount of the assessments, and to credit any excess of assessments over expenses and cash reserves to the members against the next succeeding assessment period. To levy and collect special assessments whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating and maintenance expenses or costs, or additional capital expenses, or because of emergencies; provided, however, that any special assessment for construction purposes on the Subdivision Project shall be subject to approval of Owners pursuant to of the Declaration if the aggregate special assessment exceeds $1,000. All special assessments shall be in statement form and shall set forth the detail of the various expenses for which the assessments are being made. The Lot Owners will have the sole responsibility and obligation of paving the subdivision roads from U.S. Highway 550 to and within the Subdivision Project at such time and to such extent as may be required by La Plata County. Road improvements necessary for paving, paving and maintenance of the paving shall not be the responsibility of the Declarant/Developer but rather the responsibility of the Lot Owners at such time as La Plata County requires application of paving.
(f) To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an Owner as is provided in the Declaration and these Bylaws. To enforce a late charge of not more than $50 per month in connection with assessments remaining unpaid more than fifteen days from due date for payment thereof and to collect interest at the rate of twelve percent per annum on unpaid assessments in accordance with Section of the Declaration, and to enforce all the rights available to them pursuant to the colorado Common Ownership Act.
(g) To protect and defend the Subdivision Project from loss and damage by suit or otherwise.
(h) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the Declaration and these Bylaws and to authorize the appropriate officers to execute all such instruments evidencing such indebtedness as the Directors may deem necessary, and such indebtedness shall be the several obligations of all the Owners in the same proportions as they share in the Common Elements; provided, however, that the board shall not borrow more than $1,000 or cause the Association to be indebted for more than $1,000 at any one time without the prior approval of a majority of the Lot Owners or as set forth in 4.08(e) with respect to paving of the roads from U.S. Highway 550 South to and within the Subdivision.
(i) To enter into contracts within the scope of their duties and powers.
(j) To establish a bank account for the treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors.
(k) To keep and maintain full and accurate books and records showing all of the receipts, expenses, or disbursements and to permit examination thereof by Lot Owners or their mortgage holders at convenient weekday business hours.
(1) To prepare and deliver annually to each member a statement showing all receipts, expenses, or disbursements since the last such statement, including depreciation and other tax information, and to hire a Certified Public Accountant to if deemed advisable by the Board.
(m) To designate and remove the personnel necessary for the operation, maintenance. repair, and replacement of Common Elements.
(n) To collect an initial contribution to working capital from each Lot Owner who purchases a Lot from Declarant of three months' estimated monthly assessments to be used by the Association as working capital.
(o) On ten days' notice and receipt of $25 from any Owner or Mortgagee to furnish a certificate of the Owner's account setting forth the amount of any unpaid assessments or other charges due and owing from such Owner.
(p) To cause any and all access roads, driveways, and emergency accesses to the Subdivision Project and across that portion of the property other than the Land to be maintained and improved as may be required by La Plata County or the State of Colorado.
(q) To cause the maintenance of lawns, trees, shrubs, and other vegetation, and the sprinkler or other irrigation system located on that portion of the Property described in Exhibit A of the Declaration for the benefit of Owners of Lots within the Subdivision Project.
Section 4.09. Manager. The Board of Directors may employ for the Association a Manager or Managing Agent at a compensation established by the Board, to perform such duties and services specified in Section 4.08 as the Board shall authorize; provided, however, that the board in delegating such duties shall authorize; provided, however, that the Board in delegating such duties shall not be relieved of its responsibility under the Declaration; and provided further that the terms of such employment shall conform to the Declaration.
Section 4.10. Director's Fee. Each member of the Board of Directors shall receive reasonable transportation, meals and lodging expenses for attendance at any regular or special meeting of the Board of Directors or for otherwise performing any duties of office as a member of the Board of Directors.
ARTICLE V
OFFICERS AND THEIR DUTIES
Section 5.01. Enumeration of Officers. The officers of this Association and Board of Directors shall be a President, Vice President, Secretary and Treasurer, and such other officers as the Board may from time to time by resolution create. The President must be a member of the Board of Directors.
Section 5.02. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Once officer may serve all offices simultaneously.
Section 5.03. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 5.04. Special Appointment. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.
Section 5.05. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.06. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 5.07. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person.
Section 5.08. Duties. The duties of the officers are as follows:
(a) President: The President shall preside at all meetings of the Association members and the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other instruments; and shall co-sign all checks and promissory notes.
(b) Vice President: The Vice President shall act in the place and stead of the President in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(d) Secretary: : The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with addresses; and shall perform such other duties as required by the Board.
(e) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.01. Indemnification. The Association shall indemnify every Director and officer, their respective successors, personal representatives, and heirs against all loss, costs, and expenses, including counsel fees, reasonably incurred by such person in connection with any action, suit, or proceeding to which such person may be a party by reason of such person's being or having been a Director or officer of the Association, except as to matters as to which such person shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful 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 or willful misconduct in the performance of such person's duties as such Director or officer. The foregoing rights shall not be exclusive of other rights to which such Director or officer may be entitled. All liability, loss, damage, cost, and expense arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as Common Expenses.
ARTICLE VII
BYLAWS
Section 7.01. Amendments. These Bylaws, exception Section 4.08(p) may be amended by the Board of Directors at duly constituted meetings for such purpose or at a meeting of Owners called for such purpose and approved by the majority vote. The notice of such meetings shall contain a summary of the proposed changes or a copy of such proposed changes. First Mortgagees shall also approve any amendments to these Bylaws which consent to be made by first mortgagees shall be within two weeks (14 days) of the request being made in writing to the first mortgagees.
Section 7.02. Compliance with Colorado Common Ownership Act. These Bylaws are intended to comply with the requirements of the Colorado Common Ownership Act to the extent that issues relating to the Lots are similar to issues dealt with in common ownership including by example only issues relating to road improvements and maintenance. If any of these Bylaws conflict with the provisions of said statute, the provisions of the statute shall apply.
Section 7.03. Conflict Between Documents. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE VIII
SERVICES
Section 8.01. Services. The Association shall initially provide the following services, as determined by the Board of Directors, and the expenses therefor shall be paid for from annual assessments, which may be amended or supplemented from time to time by the Board of Directors:
(a) Administrative payroll;
(b) Accounting services;
(c) Office supplies;
(d) Maintenance payroll;
(e) Building maintenance;
(f) Ground maintenance;
(g) Supplies;
(h) Legal services;
(i) Road maintenance;
(j) Electricity service for common area;
(k) Snow removal on roadways;
(1) Officers' and directors' liability insurance;
(m) Management fees; and
(n) Reserve fund for maintenance, repair and replacement required by Section 13.06 hereof.
ARTICLE XI
NONPROFIT CORPORATION
Section 9.01. Nonprofit Corporation. This Association is not organized for profit. No member, member of the Board of Directors, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operations of this corporation, and in no event shall any part of the funds or assets of the Association be paid as a dividend, or be distributed to, or inure to the benefit of, any member of the Board of Directors. The foregoing, however, shall neither prevent nor restrict the following: (1) reasonable compensation may be paid to any member or Director acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (2) any member or Director may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.
ARTICLE X
OBLIGATIONS OF THE OWNERS
Section 10.01. Assessments. Except as otherwise provided in the Declaration, all Owners shall be obligated to pay the annual assessments imposed by the Association to meet Common Expenses. Unless otherwise determined by the Association, the annual assessments, and any special assessments which are to be paid in monthly installments, shall be paid monthly in advance and shall be due and payable to the Association at its principal office, or as the Association may otherwise direct in any Management Agreement, without notice (except for any notice required by the Declaration), on the first day of each month. A member shall be deemed to be in good standing and entitled to vote at any annual or at a special meeting of members, within the meaning of these Bylaws, if, and only if, he shall have fully paid all assessments made or levied against him and the Lot owned by him.
Section 10.02. Registration of Mailing Address. All owners of each Lot shall have one and the same registered mailing address to be used by the Association for mailing of notices, demands, and all other communications; and such registered address shall be the only mailing address of a person or persons, firm, corporation, partnership, association, or other legal entity or such combination thereof to be used by the Association. Such registered address of a Lot Owner or Owners shall be furnished by such Owners to the Secretary within five days after transfer of title; such registration shall be in written form and signed by all of the Owners of the Lot or by such persons as are authorized by law to represent the interests of all Owners thereof. If no such address is registered or if all of the Owners cannot agree, then the address of the Lot shall be their registered address until another registered address is furnished as permitted under this Section. If the Lot is the registered address of the Owners, then any notice shall be deemed to be duly given if it is delivered to any person occupying that Lot or, if such Lot is unoccupied, by holding such notice available for the Owners at the principal office of the Association. The registered address may be changed from time to time by similar designation.
Section 10.03. Use of General Common Elements and Limited Common Elements. Each Owner shall use the General Common Elements and the Limited Common Elements in accordance with the purpose for which they are intended without hindering or encroaching upon the lawful rights of the other Owners.
Section 10.04. Assessments, Debts, and other Obligations By Lot Owner. The assessments, debts, and other obligations assumed by the Owner are:
(a) The duties and obligations with respect to Lot as set forth more fully in the Declaration.
(b) The duty of Owners as set forth in the Declaration to reimburse the Association for repair of or replacement of Common elements, which such repair or replacement is occasioned by the negligent or willful act or omission of said Owner, his family, members, guests,, invitees, or tenants.
(c) The right of the Association, pursuant to the Declaration, to constitute additions to the Common elements and apportion the cost of such elements among the Owners in the same manner as other annual or special assessments.
(d) The duty to pay all annual, special and default assessments provided for and governed by the Declaration and levied for such purpose authorized by the Declaration, including by way of example only the duty to pay the special assessments for paving the roads from U.S. Highway 550 South to and within the subdivision as may be required by La Plata County.
(e) The responsibility for each Owner to obtain insurance related to his individual Lot.
(f) The duty to pay any separately metered or assessed utility costs and ad valorem taxes and special assessments levied by the State of Colorado or any political subdivision thereof on an Owner's Lot.
(g) The duty to indemnify and hold harmless each of the other Owners and the Association, pursuant to the Declaration, from any liability arising from the claim of any mechanics' lien against an Owner's Lot or against the Common Elements.
(h) The duty to adhere to and comply with all use restrictions of the Declaration.
(i) The burdens imposed by the easements set forth in the Declaration.
(j) The obligation to submit to the appointment of the Association as attorney-in-fact for purposes of dealing with the Subdivision Project upon its damage, destruction, or obsolescence as provided in the Declaration.
(k) The restrictions, limitations, and prohibitions relative to partitioning, severing ownership interests in the Common Elements, and leasing Lots as set forth in the Declaration.
ARTICLE XI
COMMITTEES
The Board of Directors of the Association may appoint such Committees as deemed appropriate in carrying out its purposes.
ARTICLE XII
BOOKS AND RECORDS
The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and Bylaws of the Association as well as the Management Agreement shall be available for inspection by any members at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE X111
FHMLC REQUIREMENTS
Section 13.01. The Association will give any First Mortgagee (which for this purpose includes the beneficiary of any first deed of trust) written notification of any default in the performance by any borrower of any obligation under the Declaration, the Articles of Incorporation of San Juan Vista Homeowner's Association or these Bylaws, which default is not cured within sixty days after the same shall occur. Such written notification shall be sent to such address as the Mortgagee may designate.
Section 13.02. Any First Mortgagee who obtains title to a Lot pursuant to the remedies provided in the deed of trust or mortgage, by foreclosure of the deed of trust or mortgage, by purchase at a foreclosure sale, or by deed in lieu of foreclosure will be exempt from any "right of first refusal" contained in the Declaration, Articles of Incorporation, or these Bylaws.
Section 13.03. Any First Mortgagee who obtains title to a Lot pursuant to the remedies provided in the deed of trust or mortgage, by foreclosure of the deed of trust or mortgage, by purchase at a foreclosure sale, or by deed in lieu of foreclosure will not be liable for such Lot's unpaid dues or charges which accrue prior to the acquisition of title to such Lot by the Mortgagee.
Section 13.04. Unless at least two-thirds of the First Mortgagees (based upon one vote for each First Mortgage owned) and Owners (other than the Declarant) of the individual Lots in San Juan Vista Subdivision shall have given their prior written approval, the Association shall not be entitled to:
(a) By act or omission seek to abandon or terminate the Subdivision Project;
(b) Change the pro rata interest or obligation of any individual Lot for the purpose of (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro rata share of ownership of each Lot in the Common Elements;
(c) Partition or subdivide any Lot;
(d) By act or omission, seek to abandon, partition, subdivide, encumber, sell, or transfer the Common Elements. (The granting of easements for public utilities or for any other public purpose consistent with the intended use of the Common elements by the Subdivision Project shall not be deemed a transfer within the meaning of this clause); and
(e) Except as provided in the Declaration in case of substantial loss to the Subdivision Project and/or to the Common elements of the Subdivision Project to use hazard insurance proceeds for losses to any Lot (whether to Lots or to Common Elements) for other than the repair, replacement, or reconstruction of such Subdivision Project.
Section 13.05. As provided in Section 4.08(k) and Article XII hereof, First Mortgagees shall have the right to examine the books and records of the Association or the Subdivision Project.
Section 13.06. At each annual meeting, the Board of Directors shall estimate the amount necessary to provide an adequate reserve fund for maintenance, repair, or replacement of those Common Elements that must be replaced on a periodic basis and shall provide that such amounts shall be payable as a part of the regular annual assessments. The annual assessments provided by the Declaration shall be payable on a monthly basis.
Section 13.07. In the event of any damage or destruction to the Common Elements or if all or any part thereof shall be taken by exercise of eminent domain, such funds shall be applied to repair or replacement of the damaged, destroyed, or condemned Common Elements or distributed for the payment of general (ad valorem) property taxes, if any, as the Board of Directors may determine. Thereafter, any such funds shall be applied as all First Mortgagees may agree.
Section 13.08. All taxes, assessments, and charges which may become liens prior to the first Mortgage under Colorado Law shall relate only to the individual Lot and not to the Subdivision Project as a whole.
Section 13.09. In addition to the requirements of the Declaration, any agreement for professional management of the Subdivision Project or any other contract providing for services by Declarant must provide for termination by either party without cause and without payment of a termination fee on ninety days' or less written notice and any such contract shall have a maximum term of three years.
ARTICLE XV
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end of the 31st day of December of each year, except that the first fiscal year shall begin on the date of incorporation.