Article 1: Offices
The registered office of the Association shall be at 2006 Union Drive, Fort Collins, Colorado.
Article 2: Members
Section 1: Eligibility
No one other than owners of residences within the following areas, to wit:
The following subdivisions in the City of Fort Collins, Colorado, namely: Foothills Village First Filing, Foothills Green First Filing, Village West Sixth Filing, Village West Seventh Filing, Village West Eighth Filing, Village West Ninth Filing, Aspen Knolls First Filing, Hill Pond on Spring Creek Second Filing, Peck Minor and properties in
Village West Fifth Filing which are located on Independence Road, Independence Court, and the east side of Constitution Avenue between Independence Road and Winfield Drive
shall be eligible for a membership in the Association. Each membership shall identify the property in connection with which it was issued, and no membership shall be separated from such property. A sale of property for which a membership has been issued must include the membership in the Association, and the conveyance of any such property shall be conclusively deemed to be a transfer of the membership in the Association.
Any property in the Village West Fifth Filing that is a member of the Village Green Pool Association must surrender their membership certificate to, and resolve any unpaid assessments with, the Village Green Pool Association before becoming a member of the Foothills Green Pool Association.
Section 2: Semi-Annual Meetings
Two general meetings of the members shall be held each year at such place as may be designated by the Board of Directors in March and in September, beginning with September 2018. At such March meeting, the recommended budget shall be presented for adoption or modification, and such other business shall be transacted as may come before the meeting. At such September meeting, directors shall be elected and such other business shall be transacted as may come before the meeting. Failure to hold the semi-annual meetings as designated shall not effect a dissolution or forfeiture of the Association.
Section 3: Special Meetings
Special meetings of the members are called by one of the following
- the President
- the majority of the Board of Directors
- shall be called by the President at the request of not less than ten percent (10%) of the members of the Association entitled to vote at a meeting
Section 4: Place of Meeting
The President or the Board of Directors may designate the place for any semiannual or special meeting of the Association within Fort Collins, Colorado city limits. If no designation is made, the place of the meeting shall be the registered office of the Association.
Section 5: Notice of Meeting
Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the 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, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears in the records of the Association, with postage thereon paid.
Section 6: Voting
Each membership shall be entitled to one vote. In the event a membership is issued in more than one name, each owner of the membership may cast a percentage of one vote equal to the percentage of ownership he or she has in the membership. Cumulative voting shall not be allowed.
(Cumulative voting means each member is entitled one vote per membership times the number of directors to be elected. So a member could vote three votes for president and not vote for the other two open positions. This is not allowed within the Foothills Green Pool Association.)
Section 7: Quorum
Members holding 1/20th of the votes entitled to be cast on any matter to be voted on, represented in person or by proxy, shall constitute a quorum at any meeting of the members of the Association. If a quorum is present, the affirmative vote of a majority of the members present at the meeting and entitled to vote on the subject shall be the act of the members. If less than a quorum is present at a meeting, a majority of the members so represented at the meeting may adjourn the meeting.
Section 8: Proxies
At all meetings of members, a member may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. Such proxy will be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Article 3: Board of Directors
Section 1: General Powers
The business and affairs of the Association shall be managed by its Board of Directors except as otherwise provided in the laws of the State of Colorado.
Section 2: Number, Tenure and Qualifications
There shall be seven directors of the Association. The term of each office for each director shall be two years. Four directors shall be elected each odd-numbered year (President, Treasurer, At-Large Member 1, At-Large Member 2) and three directors shall be elected each evennumbered year (Vice President, Secretary, At-Large Member 3). The number of directors of the Association may be changed by the members at any semiannual meeting.
Section 3: Vacancies
Any director may resign at any time by giving written notice to the President or to the Secretary of the Association. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4: Regular Meetings
A regular meeting of the Board of Directors shall be held monthly April through August. The Board of Directors may provide by resolution the time and place of the holding of additional regular meetings without other notice than such resolution.
Section 5: Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place within the city of Fort Collins, Colorado for holding any special meeting of the Board called by them.
Section 6: Notice
Notice of any special meeting shall be given at least seven days previously thereto by written notice delivered personally or mailed to each director, or by notice given at least two days previously by phone, email or text message. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.
Section 7: Quorum
A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such a majority is present at a meeting, a majority of the directors present at the meeting may adjourn the meeting.
Section 8: Manner of Acting
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9: Compensation
No director shall be compensated for serving as a director of the Association, except as allowed in Article IV, Section 1. Directors may be reimbursed for expenses incurred on behalf of the Association.
Section 10: Presumption of Assent
A director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 11: Executive Committee
The Board of Directors, by resolution adopted by a majority of the directors, may designate two or more directors to constitute an Executive Committee, which shall have and may exercise all of the authority of the Board of Directors or such lesser authority as may be set forth in said resolution. No such delegation or authority shall operate to relieve the Board of Directors or any member of the board from any responsibility imposed by law.
Section 12: Informal Action by Directors
Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, or by email approval setting forth the action so taken, shall be signed or if by email, by such approval being transmitted to the Secretary or other person designated to keep the record of the meeting. Such consent shall have the same force and effect as a unanimous vote of the directors, and may be stated as such in any articles or documents filed with the Secretary of State.
Section 13: Recall
Members of the Board of Directors shall be subject to recall upon submission of a petition signed by not less than ten percent (10%) of the members of the Association entitled to vote. The President or the Board of Directors, upon submission of the petition shall within seventeen (17) days call a special meeting of the members of the Association to vote on the recall. Notice of the special meeting shall be made in accordance with Section 5 of Article II of these by-laws. If the recall is approved by a majority of the members in attendance, an election by the members in attendance shall be held at the same special meeting to fill the vacancy of the Board caused by the recall.
Section 14: Liability
Members of the Board of Directors acting within the scope of the responsibilities as defined by the by-laws of the Foothills Green Pool Association, are not subject to liability beyond that of each member of the Association.
Article 4: Officers and Agents
Section 1: General
The officers of the Association shall be a President, Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers, assistant officers, committees, and agents, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. If a salary is to be paid to any officer of the Association, such salary shall be fixed by the Board of Directors. One person may hold any two or more offices, except for the position of president who may only hold one position. In all cases where the duties of any officer, agent or employee are not prescribed by the By-laws or by the Board of Directors, such officer, agent or employee shall follow the orders and instruction of the President. Officers and Directors acting within the scope of responsibilities as defined in the Foothills Green Pool Association By-laws are indemnified by the Association.
Section 2: Election and Term of Office
The officers of the Association shall be elected by the membership for the terms stated in Section 2 of Article III.
Section 3: Removal
The President, Vice President, Secretary, and Treasurer may be removed as stated in Section 13 of Article III. Any appointed officer or agent may be removed by a majority vote of the Board of Directors whenever, in its judgment, the best interest of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not in itself create contract rights.
Section 4: Vacancies
A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5: President
The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Association and shall have general and active control of its affairs and business and general supervision of the officers, agents, and employees. He/She shall convene and preside at all meetings of the membership of the Association and at meetings of the Board of Directors.
Section 6: Vice President
The Vice President shall assist the President and shall perform such duties as may be assigned to her/him by the President or the Board of Directors. In the absence of the President, the Vice President shall have the powers and perform the duties of the President.
Section 7: Secretary and Assistant Secretaries
The Secretary shall:
- keep the minutes of the proceedings of the membership and Board of Directors;
- see that all notices are given in accordance with the provisions of these by-laws or as required by law;
- be custodian of the Association records;
- keep a record containing the names and addresses of all members of the association; and
Section 8: Treasurer and Assistant Treasurers
The Treasurer shall:
- be the Principal financial officer of the Association
- shall have the care and custody of all funds, securities, evidences of indebtedness and other personal
property of the Association and shall deposit the same in accordance with the instruction of the Board of
- receive and give receipts and acquittance for moneys paid in an account of the Association, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Association of whatever nature upon maturity.
- perform all other duties incident to the office of the Treasurer, and upon request of the Board shall make such reports to it as may be required at any time.
- if required by the Board, give the Association a bond in such sums and with such sureties as shall be
satisfactory to the Board, condition upon the faithful performance of his duties and for the restoration to the Association of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Association.
Article 5: Membership
Section 1: Transfer of Membership
As provided in Article II, membership shall attach to property eligible for membership in the Association and no membership shall be transferred or assigned except in connection with the sale or conveyance of the property to which the membership relates. The conveyance of any property for which a membership has been issued shall be conclusively deemed to be a transfer of the membership of the association. A fee determined by the board of directors may be charged for a transfer of membership.
Section 2: Pool Usage
Only the occupants of the property to which the membership is attached are eligible to exercise the privileges of the membership.
Article 6: Dues and Assessments
Section 1: Annual Budget and Dues
The Board of Directors shall present to each March meeting of the members a recommended budget for the coming year having two separate and distinct expenditure accounts. One part details all operating expenditures, the other details all capital expenditures. Such presentation shall also include a recommendation for the amount of dues to be paid by members in order to meet such a budget. The members shall either adopt or modify such budget at the March meeting and establish the dues to be paid by the members for the budget year. The approved budget shall be binding upon the Board of Directors and no expenditures shall be made by the Board in excess of the total amount provided for in each of the two separate and distinct expenditure accounts. If at any time during the fiscal year it appears that either one of the separate and distinct expenditure accounts may or will be exceeded, increases to either account must be approved by the members of the Association at a special meeting of the Association called by the Board. The time for payment of dues shall also be established at the March meeting.
Section 2: Special Assessments
Special assessments for the purpose of defraying the cost of construction, reconstruction, repair or replacement of capital improvements may be made by members of the Association at any semi-annual or special meeting of the membership.
Section 3: Dues Increase
Any increase in the annual dues within a fiscal year must be approved by the general membership of the Association at the September general meeting, or at a special meeting called by the Board of Directors for that purpose. The announcement of the special meeting must meet the requirements of Article II, Section 3.
Section 4: Lien Against Property
Any unpaid dues or assessments shall constitute a lien against the real property of the member to which the membership relates. Such lien shall be subordinate to the lien of any first mortgage against such property, and the sale or transfer of any property pursuant to mortgage foreclosure, or any proceeding in lieu thereof, shall extinguish the lien for any assessments or dues which became prior to such sale or transfer. No such sale or transfer shall relieve any property from liability for any dues or assessments thereafter becoming due or from the lien itself.
Section 5: Effect of Nonpayment of Assessments or Dues
Any assessments or dues not paid within thirty (30) days after the due date shall bear interest at the rate of eighteen percent (18%) per annum. The Association may bring an action at law against the member obligated to pay such dues or assessments in order to collect the same or may foreclose the lien against the property above provided for. In the event the Association incurs attorney’s fees or other costs in order to collect any dues or assessments due hereunder, the amount of such attorney’s fees or costs shall be paid by the member and shall be added to the amount due from the member. The lien against the property on account of dues and assessments shall include attorney’s fees and costs incurred by the Association in order to collect the dues or assessments.
Section 6: Uniform Rate of Assessments and Dues
All dues and assessments payable by homeowner members of the association shall be fixed at a uniform rate for all members.
Section 7: Denial of Use of Facilities
The Board of Directors shall deny use of facilities to any member whose dues or assessments are not current, unless the Board decides that there are extenuating circumstances and specifically gives the member affected permission to use the facilities. Denial of the use of facilities pursuant to the foregoing shall not excuse any member from paying any dues or assessments whether the same became due before or during the time a member was denied use of facilities.
Section 8: Abandonment and Nonuse
Membership in the Association is not subject to abandonment, and no member may waive or otherwise escape liability for dues and assessments by non-use of facilities or attempted abandonment of a membership.
Article 7: Rules and Regulations
The Board of Directors shall have authority to adopt and post such rules and regulations as it deems necessary for the proper operation of the facilities of the Association and may fix such penalties as it deems fair and equitable for the violation of rules and regulations. Such penalties may include barring use of facilities of the Association for a designated period of time.
Article 8: Miscellaneous
Section 1: Waiver of Notice
Whenever notice is required by law by the Articles of Incorporation of the Association or by these by-laws, a waiver thereof in writing signed by the person entitled to notice whether before, at, or after the time stated therein, or appearance at a meeting in person or by proxy shall be equivalent to such notice.
Section 2: Amendments
The membership of the Association shall have the power to make, amend, and repeal the by-laws of the Association at any regular meeting of the membership of the Association or at any special meeting of the membership of the Association called for that purpose. Any proposed change to the by-laws must be presented to the membership in writing at the time notification is given of the meeting in which the proposed change will be considered.
The undersigned, as Secretary of the Association, hereby certifies that the foregoing is a true and correct copy of the by-laws adopted on the 21st day of March 2018.