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THE PINE BROOK
HILLS HOMEOWNERS ASSOCIATION BY-LAWS
Revised
January, 2010
ARTICLE I: Name
The name of this
organization shall be: PINE BROOK HILLS HOMEOWNERS ASSOCIATION
(“Association”).
ARTICLE II: Purpose
The purpose of
this organization shall be to carry out the desires of the members of the
Pine Brook Hills Homeowners Association.
In the event of
dissolution of this organization, its assets shall be valued as of the date
of dissolution. Half of the assets measured by said value shall become the
property of the Pine Brook Hills Water District, and half shall become the
property of the Pine Brook Hills Fire Protection District, or whatever
organization is then responsible for emergency fire and medical response to
the residents of Pine Brook Hills. In the event one or both of these
organizations has ceased to exist, the assets hereby designated to said
defunct organization shall become the property of the Boulder County
government. All such assets shall be used for public purposes. In no event
shall a non-governmental or non-charitable organization, as defined by
Internal revenue Code 501C (3) or (4), as subsequently amended, be entitled
to the assets of this organization on dissolution.
No part of the
net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth above. No
substantial part of the activities of the corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf
of or in opposition to any candidates for public office. Notwithstanding
any other provision of these articles, the corporation shall not carry on
any other activities not permitted to be carried on (a) by a corporation
exempt from federal income tax under section 501(c)(3) or 501(c)(4) of the
Internal Revenue Code, or the corresponding sections of any future federal
tax code or (b) by a corporation, contributions to which are deductible
under section 170(c)(2) of the Internal revenue Code, or the corresponding
section of any future federal tax code.
ARTICLE III: Membership
Section I.
Membership
A. Active
Membership in the Association shall be open to all adults who are joint or
sole owners of one or more lots included within Units 1-7 of Pine Brook
Hills Subdivision for which the annual dues were paid within the previous
12 months for the year.
B. Voting By
Proxy. At any meeting of members, a member entitled to vote may do so by
proxy executed in writing by the member or by his duly authorized
attorney-in-fact and filed with the Secretary of the Association. A proxy
shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary but the revocation of a proxy shall
not be effective until notice thereof has been given to the Secretary of the
Association. A proxy shall not be revoked by the death or incapacity of the
maker unless before the vote is counted or the authority is exercised,
written notice of such death or incapacity is given to the Secretary of the
Association. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution, unless the person executing it
specifies therein the length of time for which such proxy is to continue in
force, which in no event shall exceed two (2) years from the date of its
execution.
C. Associate
membership in the Association shall be open to any other person including
renters of homes in the Pine Brook Hills Subdivision upon payment of the
annual dues for the year.
Section 2. Term
of Membership
The year for
membership purposes shall run from January 1 through December 31.
Membership shall be affirmed annually by payment of a membership fee to be
set by the Association. Payment of such fee shall be to the duly elected
Treasurer of the Association.
ARTICLE IV: Officers and Executive Board
Section I. Board
Members
The Association
shall be governed by a Board comprised of five members; they may be called
either Officers or Board Members in these By-laws:
A. President
B. Vice President
C. Secretary
D. Treasurer
E.
Member-at-large
Section
2. Election of Officers
A. The Officers
shall be elected by active members of the Association either by voice vote
or, in the case of contested elections, by ballot, to serve for one year or
until their successors are elected. When counting the votes for the
election of Officers, the votes shall be counted by lots represented by
members present, i. e. the votes of the members of each lot shall be counted
as one vote per lot and not one vote per member. Their term of office shall
begin on January 1 of the succeeding year. The president and treasurer
shall serve no more than two years consecutively.
B. Any Officer
position vacated prior to the end of the term shall be filled for the
remainder of the term by candidate(s) nominated by a member(s) of the Board
and elected by a majority of the Board.
C.
Removal of any officer may be proposed by a petition of not less than 20
active members of the Association. Any proposal to remove an officer shall
be communicated in writing to the existing Board at least one month prior to
a meeting of the Association at which such removal will be considered. This
proposal must also be widely advertised by the petitioners at least two
weeks prior to the meeting either in the Pine Brook Press or some other
medium generally read by a large percentage of Pine Brook Hills residents.
Officers may be removed by a 2/3 vote of the active members present and
voting at a meeting of the Association either by voice vote or, in the case
of opposition to the removal by ballot.
Section 3.
Duties of Officers and Board Members
A. President.
The President shall preside at meetings of the Board and the Association and
is an ex officio voting member of all committees of the Association except
the Nominating Committee.
B. Vice
President. The Vice President shall preside at meetings in the absence of
the President. The Vice President shall serve as a member of the
Architectural Review Committee (ARC). At the direction of the President,
the Vice President may assume the ex officio membership of any Association
committee.
C. Secretary. The
Secretary shall take and maintain minutes of the Association and of the
Board meetings. The secretary shall be responsible for posting notices of
Association meetings and shall conduct such correspondence of the
Association as is requested by the President.
D. Treasurer. The
Treasurer shall receive and bank the annual dues of the membership and such
other Association income as may occur, shall pay such bills as are
authorized by the Board, and shall present a detailed accounting of the
funds to the Board. A general accounting of funds shall be presented to the
Association membership at quarterly meetings and/or in The Pine Brook Press.
E. Member-at-large. The
member-at-large position will be held by the retiring President of the
Association. In the event that the retiring President is unable or
unwilling to serve, the position shall be held by a previous Board member as
determined by the nominating committee. The member-at-large will attend
meetings of the Board and Association insofar as is possible, in order to
provide a sense of continuity to the organization.
F. The Board shall have
general supervision of the affairs of the Association between its business
meetings and shall make recommendations to the Association. The Board shall
be subject to the orders of the Association and none of its acts shall
conflict with action taken by the Association.
Article
V. Budget
Section 1. Budget Preparation
A
proposed annual budget for each year will be finalized by majority vote of
the Board members and thereafter submitted for a vote by the Association at
the first regularly scheduled meeting of the Association each year. The
budget must be approved by a majority of active members present and voting
at the meeting of the Association. The budget shall be widely advertised at
least two weeks prior to the meeting.
Section
2. Budget Changes
Increase
of the budget by 30% more than what was already approved at an Association
meeting must be approved by a majority of active members present and voting
at the next meeting of the Association. These proposed changes shall be
widely advertised at least two weeks prior to the meeting.
ARTICLE VI: Meetings
Section 1. Quorum
No meeting of the
Executive Board may take place without a quorum of three Board members.
Section 2. Meetings
Schedule
A. Meetings of the
Association shall take place at least quarterly. The usual schedule, as
provided in the Use Agreement for the Community Center, is for meetings to
be held on the last Wednesday of January, April, July, and October.
However, the Association meeting schedule may be changed by a majority vote
of the Executive Board.
B. Meetings of the Board
shall be scheduled at the convenience of the Board by the President and
there shall be at least one meeting each quarter. The President or any two
Board members may call a special Board meeting so long as an adequate notice
is provided to all Board members.
ARTICLE VII: Committees:
Section 1. Nominating
Committee Chair
At the regular Association
meeting held in the second quarter, a Nominating Committee Chair shall be
elected by the Association. It shall be the duty of this Chair to appoint
other members of the Association to work with him/her to nominate candidates
for the Board. Before the election at the annual fall meeting, additional
nominations from the floor shall be permitted. The date of the annual fall
meeting may be set by the Board at its discretion.
Section 2. Social
Committee Chair
The Social Committee Chair
shall be elected by the Board. It shall be the duty of this committee chair
to plan and coordinate four Socials per year for the Community at large.
Additional social activities for the community may be planned and
coordinated by the Social Chair at her/his discretion with the approval of
the Board.
Section 3. Fire
Department Liaison
The Fire Department
Liaison shall be elected by the Board. The responsibility of the Fire
Department Liaison is to serve as a communications link between the
Homeowners Association and the Boulder Mountain Fire Protection District
(BMFPD), and to alert either entity to fire issues that may affect the
community. The Fire Department Liaison may represent the Pine Brook Hills
Homeowners Association at Fire Department Board meetings.
Section 4. Roads
Committee Chair
A Roads Committee Chair
shall be elected by the Board. It shall be the duty of this committee to
coordinate and act as liaison with the County Road Maintenance personnel in
the event of problems with the roads in our community.
Section 5. Welcome
Committee Chair
A Welcome Committee
Chair(s) shall be elected by the Board. It shall be the duty of this
committee to contact newcomers to Pine Brook Hills, welcome them, provide
them with Pine Brook Hills Telephone Directories, and offer them such
information about life in Pine Brook Hills as shall be deemed important by
the Chairs and/or the Board.
Section 6. Architectural
Review Committee Chair and Members
The Architectural Review
Committee Chair and Members shall be elected by the Board. The ARC shall
report to and be responsible to the Association. The duties of the ARC are
specified in the Declaration, Amended Covenants, Conditions and Restrictions
of Pine Brook Hills Subdivision Units 1-7, as filed with the Boulder County,
Colorado, Recorder.
Section 7. Editor of the
Pine Brook Press
The editor(s) of the Pine
Brook Press shall be elected by the Board. The editor shall prepare and
mail a newsletter to the community that will serve to keep the community
informed of events and happenings that can or might have an impact on the
continued enjoyment of our lives in Pine Brook Hills. The newsletter shall
be published at least quarterly, prior to each scheduled meeting of the
Association, and shall alert the membership to the coming meeting.
Section 8. Forest Health
Chair
The Chair of the Forest
Health Committee is appointed by the Board. The purpose of the committee is
to research, report, and organize community activities conducive to improved
forest health.
Section 9. Other
Committees
Such other committees,
standing or special, shall be appointed by the President of the Association
which from time to time the Board deems necessary to carry on the work of
the Association.
ARTICLE VIII: Amendments
Section 1. Review
These by-laws shall be
reviewed as deemed necessary by the Association or the Board.
Section 2. Changes
Changes
may be proposed by a
petition of not less than 20 active members of the Association
or
a majority of the
Board members.
If proposed by a petition of active members, these proposed changes shall be
communicated in writing to the existing Board at least one month prior to a
meeting of the Association at which such changes will be considered. Any
proposed
changes, whether by petition of active members or by a majority of the
board, must also be widely advertised at least two weeks prior to the
meeting either in the Pine Brook Press or some other medium generally read
by a large percentage of Pine Brook Hills residents.
Changes in the by-laws
shall be adopted by a 2/3 vote of the active members present and voting at
any meeting of the Association
either by voice vote or, in the case of opposition to the change, by ballot.
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