BILAWS

BYLA IVS
OR IGINAL
OF
SUMMIT VIEW SUBDIVISION HOMEOWNERS ASSOCIATION, INC.
ARTICLE l - INTRODUCTION
These are the Bylaws of SUMMIT VIEW SUBDfYISlON HOMEOWNERS ASSOCIATION,
INC., ("Association"), which sh all operate under the Colorado Revised Nonprofit Corporation Act, as
amended C'CRNCA") and the applicable portions of the Colorado Common Interest Ownership Act, as
amended ("Act"), which relate to limited expense planned communities. Terms used herein shall have
the meaning set forth in the Declaration and, to the extent applicable, in [he Act.
ARTICLE 2 - EXECUTIVE BOARD
Section 2.1 Number and Qualification. The affairs of the Common Interest Community and
the Association shall be governed by an Executive Board. The initial Executive Board shall· consist of
three (3) members, whose names and addresses are as set forth in the Articles of Incorporation. Only
Owners, eligible to vote and otherwise in good standing, may be elected or appointed to fill a vacancy on
the Executive Board; provided, however, Declarant shall have the right to appoint members to the
Executive Board as provided in the Declaration and to have members remain on the Executive Board
until all Development Rights and Special Declarant Rights have expired. In the case where, through
removal or resignation, the LOtal number of the members of the Executive Board is less than three, the
Executive Board will be considered properly constituted until such vacancies are filled . The number of
members of the Executive Board may be increased or decreased by amendment of these Bylaws;
provided, however the number is always an odd number.
(a) Until the first annual meeting after the Period of Declarant control, the terms of members of
the Executive Board not appointed by the Declarant shall expire at the annual meeting which occurs not
less than one year, nor more than two years, eleven months after election to the Executive Board.
(b) At the first annual meeting of the Association after the Period of Declarant control, the terms
of the initial members of the Executive Board elected by the Owners shall be staggered so that one
member shall be elected to serve a one (1) year term, and the remainder shall be elected to serve two (2)
year terms. At the expiration of the initial term of office for each respective member of the Executive
Board, his successor shall be elected to serve a term of .two (2) years. .
(c) The Declaration shall govern appointment of members of the Executive Board during the
Period of Declaranr control.
(d) At any time after Owners, other than the Declarant, are entitled to elect a member of the
Executive Board, the Association may call a meeting and shall give not less than ten (10) nor more than
fifty (50) days ' notice to the Owners for this purpose. This meeting may be called and the notice given
by any Owner if the Association fails to do so.
(e) Each member of [he Executive Board shall hold office until the election and qualification of
his successor. At any meeting at which the Executive Board is to be elected, the Owners may, by
resolution, adopt specific procedures which are not inconsistent with these Bylaws or the CRNCA for
conducting the electi ons.
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Section2.2 Powers and Duties. The Executive Board may act in all instances on behalf of the
Association, except as provided in the Declaration and these Bylaws. The Executive Board shall have,
subject to the limitations contained in the Declaration, the powers and duties necessary for the
administration of the affairs of the Association and of the Common Interest Community, including the
following powers and duties:
(a) Adopt and amend Bylaws.
(b) Adopt and amend Rules and Regulations.
(c) Adopt and amend budgets for revenues, expenditures and reserves.
(d) Collect assessments, including, but nol limited to, assessments made by the Master
Association, from Owners.
(e) Suspend the voting interests allocated to a Lot, and the right of an Owner to cast such
votes, or by proxy the votes of another, during any period in which such Owner is in default in the
payment of any Assessment, or, after notice and a hearing, during any time in which an Owner is in
violation of any other provision of the Documents. The suspension of voting rights allowed herein for a
violation of the Association's Rules and Regulations shall not exceed six:ty (60) days for anyone
occurrence.
(f) Hire and discharge managing agents.
(g) Hire and discharge independent contractors, employees and agents, other than managing
agents.
(h) Institute, defend or intervene in litigation or administration proceedings or seek
injunctive relief for violation of the Documents in the Association's name, on behalf of the Association,
or two (2) or more Owners on any matters affecting the Common In terest Community.
(i) Make contracts and incur liabilities.
(j) Regulate the use, maintenance, repair, replacement and modification of the Corrunon
Elemenls.
(k) Cause additional improvements to be made as a part of the Common Elements.
(I) Acquire, hold, encumber and convey in the Association's name, any right, title or interest
to real estate or personal property, but the Common Elements may be conveyed or subjected to a Security
Interest only pursuant to this Declaration and applicable law. Notwithstanding the foregOing, the
Common Elements may be conveyed to the Metro District by the Declarant or the Executive Board
without approval of the Owners or Eligible Mortgagees.
(m) Grant easements for any period of time, including permanent easements, leases, licenses
and concessions through or over the Conunon Elements.
(n) Impose and receive a fee or charge for the use, rental or operations of the Common
Elements and for services provided to Owners.
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(0) Impose a reasonable charge for late payment of assessments and levy a fine for violation
of the Declaration, these Bylaws and the Rules and Regulations of the Association.
(p) Impose a reasonable ' charge for the preparation and recordation of supplements or
amendments to the Declaration and for statements of unpaid assessments.
(q) Provide for the indemnification of the Association's officers and the Executive Board and
maintain Directors' and Officers' liability insurance.
(r) Declare the office of a member of the Executive Board to be vacant in the event such
member shall fail co participate in three (3) regular meetings of the Executive Board during anyone year
period.
(s) Enforce the Design Guidelines and Architectural Standards of the Master Association, at
the pleasure and direc tion of the Master Association.
(t) Assign the Association 's right to future income, includi ng the right to .receive Common
Expense Assessments, only upon the affirmative vote of the Owners of Lots to which at least sixty-seven
percent (67%) of the votes in the Association are allocated, at a meeting called for that purpose.
(u) Exercise any other powers conferred by the Documents.
(v) Exercise any other power that may be exercised in the State of Colorado by a legal entity
of the same lYpe as the Association.
(w)
Association.
Exercise any other power necessary and proper for the governance and operation of the
(x) By resolution, establish permanent and standing committees of Directors to perfonn any
of the above functions under specifically delegated administrative standards as designated in the
resolution establishing the committee. All committees must maintain and publish notice of their actions
to Owners and the Executive Board. However, actions taken by a committee may be appealed to the
Executive Board by any Owner within forty-five (45) days of publication of a notice. If an appeal is
made, the committee's action must be ratified, modified or rejected by the Executive Board at its next
regular meeting.
Section 2.3 Manager. The Executive Board may employ a manager for the Common Interest
Community, at a compensation established by the Executive Board, to perform duties and services
authorized by the Executive Board; provided, however:
(a) The Executive Board may delegate to the manager only the powers granted to the Executive
Board by these Bylaws under Section 2.2, Subdivisions (d), (g), (h), (i), (j) and (k).
(b) Licenses, concessions and contracts may be executed by the manager pursuant to specific
resolutions of the Executive Board and to fulfill the requirements of the budget.
(c) The Executive Board may require: (i) that the manager maintain fidelity insurance coverage
or a bond in an amount not less than fifty thousand dollars or such higher amount as the Executive Board
may requi re; (ii) that the manager maintain all funds and accounts of the Association separate from the
funds and accounts of other associations managed by the manager and maintain all reserve accounts of
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each association so managed separate from operational accounts of the Association; and (iii) that an
annual accounting for Association funds and a financial statement be prepared and presented [0 the
Association by the managing agent, a public accountant, or a certi fied public accountant and that review
or an audit be completed by a certified public accountant at least every three years.
(d) Any agreement for professional management of the Association's business shall have a
maximum tenn of three (3) years and shall provide for termination by either party thereto, with or
without cause, and without payment of a termination fee, upon fourteen (14) days' prior written notice.
Any contracts, licenses or leases entered into by [he Association while there is Declarant control of the
Association shall provide for termination by either party thereto, with or witho.ut cause and without
payment of a termination fee, at any time after termination of Declarant control of the Association, upon
sixty (60) days' prior written notice; provided, however, that any contract entered into at any time by [he
Association providing for services of the Declarant shall provide for termination at any time by either
party thereto without cause and without payment of a termination fee upon sixty (60) days' prior written
notice. In addition, any management agreements entered into by the Association with a manager or
managing agent prior to the termination of the period of Declaram control shall be subject to review and
approval by HUD or V A if, at the time such agreement is entered into, HUD has insurance or V A has a
guarantee(s) on one (1) or more First Security Interests.
Section 2.4 Removal of Member of Executive Board. The Owners, by a two-thirds vote of all
persons present and entitled to vote, at any meeting of the Owners at which a quorum is present, may
remove any member of the Executive Board, with or without cause, other than one appointed by the
Declarant. Any member of the Executive Board appointed by the Declarant during the period of
Declarant control may only be removed by the Declarant. Vacancies created by removal according to
this Section 2.4 shall be filled as follows:
(a) As to vacancies of members of the Executive Board whom Owners other than the Declarant
elected, by a majority of the remaining Executive Board; provided, however, if the entire Executive
Board is removed at once, an election shall be held immediately thereafter at the same meeting; and
(b) As to vacancies of members of the Executive Board whom the Declarant has the right to
appoint, by the Declarant.
Each person so elected or appointed shall serve on the Executive Board for the remainder of the
term of the member so replaced.
Section 2.5 Vacancies. Except in the case of removal of a member of the Executive Board
pursuant to Section 2.4 above, vacancies may be filled at a special meeting of the Executive Board held
for that purpose at any time after the occurrence of the vacancy, even though the members of the
Executive Board present at that meeting may constitute less than a quorum. These appointments shall be
made, as to vacancies of members of the Executive Board, and each person so elected or appointed shall
serve on the Executive Board for the remainder of the term of the member so replaced.
Section 2.6 Ree.ular MeetinQ:s. The first regular meeting of the Executive Board following each
annual meeting of the Owners shall be held within sixty (60) days after the annual meeting at a time and
place to be set by the Executive Board at the meeting at which the Executive Board shall have been
elected. No notice shall be necessary to the newly elected Executive Board in order to legally constitute
such meeting, provided a majority of the members of the Executive Board are present. The Executive
Board may set a schedule of additional regular meetings by resolution, and no further notice is necessary
to constitute regular meetings.
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Section 2.7 Special Meetin!?:s. Special meetings of me Executive Board may be called by the
President or by a majority of its members on at least three (3) business days' notice to each member.
Section 2.8 Quorum: Actions of the Executive Board. A majority of me members present in
person or by proxy shaU constitute a quorum for all meetings and consents. Unless otherwise determined
by a vote of me Executive Board as to a particular issue, a majority vote of those preseO[ in person or by
proxy, or a majority of those consenting in writing. constitutes a valid corporate action. For purposes of
this Article 2, the term "present" shall incl ude attendance in person, by proxy (to the fullest extent
provided by the CRNCA), via telephonic or other electron ic means. via "real time" e-mail or. in the case
of written consents. by providing written response on or before the date responses are due as set forth in
the written consent.
Section 2.9 Location of Meetings. All meetings of the Ex.ecutive Board shall be held either (i)
within the State of Colorado. unless all members thereof consent in writing to another location, or (ii) in
such a manner as to permit discussions and deliberations via telephonic means or communication via
"real time" e-mail.
Section 2.10 Waiver of Notice. Any member of the Executive Board may waive notice of any
meeting in writing. Attendance by a member of the Executive Board at any meeting of the Executive
Board shaH constitute a waiver of notice. If all the members of the Executive Board are present at any
meeting (participating in a meeting through any means authorized by these Bylaws), no notice shall be
required, and any business may be transacted at such meeting.
Section 2.11 Consent to Corporate Action. If a majority of the Executive Board or members of a
corrunittee established for such purpose, as the case may be. severally or collectively consent in writing
to any action taken or to be taken. by the Association, and the number of members of the Executive Board
or of the committee constitutes a quorum, that action shall be valid corporate action as though it had been
authorized at a meeting of the Executive Board or the committee, as the case may be. The Secretary shall
file these consents with the minutes of the meetings of the Executive Board.
Section 2.12 Types of Communication in Lieu of Attendance. Any member of the Executive
Board may attend a meeting of the Executive Board by: (i) using an electronic or telephonic
communication method whereby the member may be heard by the other members and may hear the
deliberations of the other members on any matter properly brought before the Executive Board; or (ii) by
participating in "real time" e-mail communication when all Board members are partiCipating in this form
of communication. The vote of such member shall be counted and the presence nOled as if that member
was present in person on that particular matter.
Section 2.13 Compensation. No member of the Executive Board shall receive any compensation
from the Association for acting as such, however members of the Executive Board may be reimbursed for
expenses incurred on behalf of the Association upon approval of a majority of the other members of the
Executive Board. Nothing herein shall prohibit the Association from compensating a member of the
Executive Board, or any entity with which a member of the Executive Board is affiliated, for services or
supplies furnished to the Association in a capacity other than as a member of the Executive Board
pursuant to a contract or agreement with the Association, provided that such Board member's interest
was made known to the Executive Board prior to entering into such contract and such contract was
approved by a majority of the Executive Board, excluding the interested member of the Executive Board.
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ARTICLE 3 - OWNERS
Section 3.1 Meetings of the Owners. The following types of "meetings" (as that term is used in
the CRNCA) shall be or may be held, as provided below.
(a) Annual Meetings. Annual meetings of Owners shall be held at least once a year in the State
of Colorado, at such date set forth in the notice. At these meetings. the Executive Board shall be elected
by ballot of the Owners, in accordance with the provis ions of Article 2 of these Bylaws. The Owners
may transact other business as may properly come before them at these meetings.
(b) Special Meetings. Request that a special meeting of the Association be called may be made
by the President, by a majority of the members of the Executive Board or by a written instrument signed
by Owners comprising twenty percent (20%) of the votes in the Association.
(c) Meetine: to Approve Annual Budgel. At the annual meeting of the Association or at a special
meeting of the Association called for such purpose, the Owners shall be afforded the opportunity to ratify
a budget of the projected revenues, expenditures and reserves for the Association's next fiscal year as
proposed by the Executive Board. A summary of the proposed budget approved by the Executive Board
shall be mailed to the Owners within thirty (30) days after its adoption along with a notice of a meeting
o f the Association to be held not less than fourteen (14) nor more than fifty (50) days after mailing of the
sununary to the Owners (or, in the alternative, together with a ballot and information sufficient to satisfy
the provisions of Section 109 of the CRNCA). Unless eighty percent (80%) of the total votes in the
Association reject the proposed budget, the budget is ratified. There are no quorum requirements for this
meeting. In the event the proposed budget is rejected, the budget last ratified by the Owners continues
until such time as the Owners ratify a subsequent budget proposed by the Executive Board as provided
above.
Section 3.2 Place of Meetings. Meetings of the Owners shall be held within the State of
Colorado and may be adjourned to a suitable place convenient to the Owners, as may be designated by
the Executive Board or the President.
Section 3.3 Notice of Meetings. Except as otherwise set forth in Subsection 3.1(c), the
Secretary shall cause notice of all meetings of the Owners set fo rth in Section 3.1 to be hand-delivered,
sent via nationally recognized over-night or express delivery service, or sent prepaid by United States
mail to the mailing address of each Lot or to the mailing address designated in wri ting by the Owner, or
sent by telefax transmittal to the fax number designated in writing by the Owner with a written
confinnation of receipt, not less than ten (10) nor more than fifty (50) days in advance of a meeting. The
date notice is sent sha11 be the date received by the recipient or three days after placing the notice in the
United States mail. No action shall be adopted at a special meeting except as stated in the notice.
Section 3.4 Adjournment of Meeting. At any meeting of Owners, a Majority Vote may adjourn
the meeting to another time.
Section 3.5 Order of Business. The order of business at all meetings of the Owners shall be
as set forth in the written meeting agenda available at the beginning of each meeting.
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Section 3.6 Voting.
(a) If only one of several Owners of a Lot is present at a meeting of the Association, the
Owner present is entitled to cast the vote allocated [0 thal Lot. If more than one of the Owners is present,
the vote allocated to the Lot may be cast only in accordance with the agreement of a majority of the
Owners of that Lm and no vme may be split. Majority agreement exists if anyone of the Owners casts
the vote allocated to the Lot without protest being made promptly to the person presiding over the
meeting by another Owner of the Lot.
(b) The vote allocated to a Lot may be cast under a proxy duly executed by an Owner. If
a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the
casting of votes by [he other Owners of the Lot through a duly executed proxy. An Owner may revoke a
proxy given under this section only by actual notice of revocation to the person presiding over a meeting
of the Association. A proxy is void if it is not dated or purports to be revocable without notice. A proxy
terminates eleven months (11 months) after its date, unless it specifies a shorter term.
(c) The vote of a corporation or limited liability company may be cast by an officer of
that corporation or by the manager of the limited liability company in the absence of express notice of the
designation of a specific person by such Owner's governing body, members, manager, operating
agreement or bylaws. The vote of a limited liability limited partnership or a limited partnership may be
cast by the general partner (or any general partner if there is more than one general partner). The vote of
a general partnership may be cast by any general partner of the owning partnership in the absence of
express notice of the designation of a specific person by the owning partnership. The moderator of the
meeting may require reasonable evidence that a person voting on behalf of an Owner who is a
corporation, limited liability company, limited liability limited partnership, limited partnership, general
partnership or any other type of entity recognized by Colorado law is qualified to vote.
(d) Votes allocated to a Lot owned by the Association may not be cast.
Section 3.7. Quorum. Except as otherwise provided in these Bylaws, the Owners present in
person or by proxy at any meeting of Owners, representing twenty percent (20%) of the ~otes in the
Association, shall constitute a quorum at that meeting.
Section 3.8. Majority Vote. The term "Majority Vote" shall mean the vote of a majority of the
Owners (casting one vote per Lot) present in person or by proxy at a meeting at which a quorum shall be
present and shall be binding upon all Owners for all purposes except where a higher percentage vote is
required in the Declaration or these Bylaws. Reference to a "majority of all Owners" in the Declaration
or these Bylaws shall mean a vote cast by Owners representing one more than one-half of all Lots in the
Corrunon Interest Community.
Section 3.9 Voting by Mail. The Executive Board may decide that voting of the Owners on any
matter required or permitted by the statutes of Colorado, the Declaration, the Articles of Incorporation, or
these Bylaws shall be by written ballot. Pursuant to the CRNCA, any action that may be taken at any
annual, regular, or special meeting of Owners may be taken without a meeting if the Secretary delivers a
written ballot to every member entitled to vote on the matter. "Delivery" to the Owner of the ballot, and
the Owner's return of the completed ballot shall be made by the same methods available for providing
notice to a member set fOrIh in Section 3.3 above.
(a) A written ballot shall: (i) set forth each proposed action; and (ii) provide an opportunity to
vote for or against each proposed action.
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(b) Approval by written ballot shall be valid only when the number of votes cast by ballot equals
or exceeds the quorum required to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that would be required to approve the matter at a
meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(c) All solicitations for votes by written ballot shall: (i) indicate the number of responses needed
to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve each matter
other than the election of members of the Executive Board; (iii) specify the time by which a ballot must
be received by the Association in order to be counted; and (iv) be accompanied by wriuen information
sufficient to permit each person casting such ballot to reach an informed decision on the maner.
(d) A written ballot, once received by the' Association, may not be revoked, unless the Owner
casting the written ballot appears in person at a meeting convened to consider anyone or more of the
matters on the ballot.
ARTICLE 4 - OFFICERS
Section 4.1 Desi!Znation. The prinCipal officers of the Association shall be the President, the
Vice President, the Secretary and the Treasurer, all of whom shall be elected by the Executive Board.
The Executive Board may appoint an assistant Treasurer, an assistant Secretary and other officers as it
flOds necessary. Any two offices may be held by the same person, except the offices of President and
Secretary. The office of Vice President may be vacant. All officers must be members of the Executive
Board.
Section 4.2 .Election of Officers. The officers of the Association shall be elected annually by
the Executive Board at the organizational meeting of each new Executive Board.
Section 4.3 Resignation and Removal of Officers. Upon the affirmative VOle of a majority of the
Executive Board, any officer may be removed, either with or without cause. A successor may be elected
at any regular meeting of the Executive Board or at any special meeting of the Executive Board ca,lled for
that purpose. Any officer may resign at any time by giving written notice to the President or Secretary.
Section 4.4 President. The President shall be the chief executive officer of the Association. The
President shall preside at all meetings of the Owners and of the Executive Board. The President shall
have all of the general powers and duties which are incident to the office of President of a nonprofit
corporation organized under the laws of the State of Colorado, including but not limited to the power to
appoint corruni ttees from among the Owners from time to time as the President may decide is appropriate
to assist in the conduct of the affairs of the Association. The President may fu lfill the role of Treasurer
in the absence of the Treasurer. The President may cause to be prepared and may execute amendments,
attested by the Secretary, to the Declaration and these Bylaws on behalf of the Association, following
authorization or approval of the particular amendment as applicable.
Section 4.5 Vice President. The Vice President shall take the place of the President and perform
the President's duties whenever the President is absent or unable to act. If neither the President nor the
Vice President is able to act, the Executive Board shall appoint another of its members to act in the place
of the President on an interim basis. The Vice President shall also perform other duties imposed by the
Executive Board or by the President.
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Section 4.6 Secretary. The Secretary shall keep the minutes of all meetings of the Owners and
Executive Board. The Secretary shall have charge of the Association's books and papers as the
Executive Board may direct and shall perform all the duties incident to the office of Secretary of a
nonprofit corporation organized under the laws of the State of Colorado. The Secretary may cause to be
prepared and may attest to execution by the President of amendments to the Declaration and these
Bylaws on behalf of the Association, following authorization or approval of the particular amendment as
applicable.
Section 4.7 Treasurer. The Treasurer shall be responsible for Association funds and securi ties,
for keeping full and accurate financial records and books of account showing all receipts and
disbursements and for the preparation of all required financial data. This officer shall be responsible for
(he deposit of all monies and other valuable effects in depositories designated by the Executive Board
and shall perform all the duties incident to the office of Treasurer of a nonprofit corporation organized
under the laws of the State of Colorado. The Treasurer may endorse on behalf of the Association, for
collection only, checks, notes and other obligations and shall deposit the same and all monies in the name
of and to the credit of the Association in banks designated by the Executive Board. Except for reserve
funds described below, the Treasurer may have custody of and shall have the power to endorse for
transfer, on behalf of the Association, stock, securities or other investment instruments owned or
controlled by the Association or as fiduciary for others. Reserve funds of the Association shall be
deposited in segregated accounts or in prudent investments, as the Executive Board decides. Funds may
be withdrawn from these reserves for the purposes for which they were deposited, by check or order,
authorized by the Treasurer, and executed by two members of the Executive Board, one of whom may be
the Treasurer.
Section 4.8 Execution of Instruments. Except as provided in Sections 4.4, 4.6, 4.7 and 4.9 of
these Bylaws, all agreements, contracts, deeds, leases, checks and other instruments of the Association
shall be executed by any officer of the Association or by any other person or persons designated by the
Executive Board.
Section 4.9 Statements of Unpaid Assessments. The Treasurer, assistant Treasurer, a manager
employed by the Association or, in their absence, any officer having access to the books and records of
the Association may prepare, certify, and execute statements of unpaid Assessments.
The amount of the fee for preparing statements of unpaid Assessments and the time of payment
shall be established by resolution of the Executive Board. Any unpaid fees may be assessed as a
Common Expense Assessment against the Lot for which the certificate or statement is furnished.
ARTICLE 5 - ENFORCEMENT
Section 5.1 Abatement and Enjoinment of Violations by Owners. The violation of any provision
of the Governing Documents shall give the Executive Board the right, in addition to any other rights set
forth in the Governing Documents, after notice and an opportunity to be heard (except In case of an
emergency when no notice is required):
(a) To enter the Lot or Limited Common Element in which, or as to which, the violation or
breach exists and to summarily abate and remove, at the expense of the defaulting Owner, any structure,
thing or condition (except for additions or alterations of a permanent nature that may exist in that Lot)
that is existing and creating a danger to the COllUTIon Elements contrary to the intent and meaning of the
provisions of the Governing Documents. The Executive Board shall not be deemed liable for any manner
of trespass or damage by this action; or
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(b) To enjoin, abate or remedy by appropriate legal proceedings. either at law or in equity, the
continuance of any breach.
Section 5.2 Fines for Violation. The Executive Board may adopt resolutions providing for fines
or other monetary penalties for the infraction of its Rules and Regulations or of the Declaration. Fines
will be levied after notice thereof and an opportunity to be heard. The Executive Board may levy fines in
amounts that it. in its sole discretion, shall determine to be reasonable for each such violation, including
those violations which persist after notice and an opportunity for a hearing is given.
ARTICLE 6 · CNDEMNIFICATION
Section 6.1 Actions Other Than By Or In The Right of The Association. The Association shall
indemnify any person who was or is a party, or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Association) by reason of the fact that he or she is or was a
member of the Executive Board or officer of the Association, who is or was serving at the request of the
Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs)
judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, if he or she acted in good faith and in a manner which
such individual reasonably believed to be in the best interests of the Association, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Determination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo comendere or its equivalent, shall not of itself create a presumption that the person did nO[
act in good faith and in a manner he or she reasonably believed to be in the best interests of the
Association and, with respect to any criminal action or proceeding, had reasonable cause lO believe his or
her conduct was unlawful.
Section 6.2 Actions By Or In The Right of The Association. The Association shall indemnify
any person who was or is a party or who is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Association to procure judgment in its favor by reason of
the fact that such person is or was a member of the Executive Board or officer of the Association or is or
was serving at the request of the Association in such capacity, against expenses (includi ng expert witness
fees, attorneys' fees and costs) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if such person acted in good faith and in a manner which he
or she reasonably believed to be in the best interests of the Association; but no indemnification shall be
made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for
negligence, recklessness, or willful misconduct in the performance of his or her duty in the Association
unless, and to the extent that the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses if such court deems proper.
Section 6.3 Successful on the Merits. To the extent that a member of the Executive Board or
any manager, officer, project manager, employee, fiduciary or agent of the Association has been wholly
successful on the merits in defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of
this Article 6, or in defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably
incurred by him or her in connection therewith.
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Section 6.4 Determination Required. Any indemnification under Sections 6.1 or 6.2 of [his
Article 6 (unless ordered by a court) and as distinguished from Section 6.3 of this Article 6, shall be
made by the Association only as authorized by the specific case upon a determination that
indemnification of the member of the Executive Board or officer is proper in the circumstances because
such individual has met the applicable standard of conduct set forth in Sections 6.1 or 6.2 above. Such
determination shall be made by the Executive Board by majority vote of a quorum consisting of those
members of the Executive Board who were not parties to such action, suit or proceeding or, if a majority
of disinterested members of the Executive Board so directs, by independent legal counselor by members
enti tled to vote thereon. Such determination shall be reasonable, based on subs tantial evidence of record,
and supported by a written opinion. The Executive Board shall provide a copy of its written opinion to
[he officer or Executive Board member seeking indemnification upon request.
Section 6.5 Payment in Advance ,of Final Disposition. The Association shall pay for or
reimburse the reasonable expenses incurred by a former or current member of the Executive Board or
officer who is a parry to a proceeding in advance of final disposition of the proceeding if (i) the member
of the Executive Board or officer furnishes to the Association a written affirmation of the Executive
Board member's good fai th belief that he or she has met the standard of conduct described in Sections
hl or 6.2 of this Article 6; Oi) the Executive Board member or officer furn ishes to the Association a
wrinen understanding, executed personally or on the Executive Board member's or officer's behalf to
repay the advance if it is ultimately determined that the Executive Board member or officer did nO! meet
the standard of conduct; and (ii i) a determination is made that the facts then known to those maldng the
determination would not preclude indemnification under this Article. The undertaking required in this
Section 6.5 shall be an unlimited general obligation of the Executive Board but need not be accepted by
the Executive Board member or officer or may be accepted without reference to financial ability to make
repayment.
Section 6.6 No Limitation of Rights. The indemnification provided by this Article 6 shall not be
deemed exclusive of nor a limitation upon any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of the members or disinterested members of the Executive Board, or
otherwise, nor by any rights which are granted pursuant to the Act and the CRNCA. Upon a vote of the
Executive Board, the Association may also indemnify a member appointed by the Executive Board to
serve on a committee (when such conunittee member is not also a member of the Executive Board) upon
such terms and conditions as the Executive Board shall deem just and reasonable.
Section 6.7 Directors and Officers Insurance. The Association shall purchase and maintain
insurance on behalf of any person who is or was a member of the Executive Board or an officer of the
Association against any liability asserted against him or her and incurred by such individual in any such
capacity or arising out of his or her status as such, whether or not the Association would have the power
to indemnify such individual against such liability under provisions of this Article 6.
ARTICLE 7 - RECORDS
Section 7.1 Records and Audits. The Association shall maintain financial records. The cost of
any audit or review shall be a Common Expense unless otherwise provided in the Declaration. An audit
or review shall be done no less often than every three years, unless otherwise provided for in the
Declaration.
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Section 7.2 Examination. All records maintained by the Association or the Manager shall be
available for examination and copying by any Owner or by any of their duly authorized representatives,
at the expense of the person examining the records, during normal business hours and after reasonable
notice in accordance with the CRNCA.
Section 7.3 Records. The Association shall keep the following records:
(a) An account for each Lot, which shaH designate the name and address of each Owner, the
name and address of each mortgagee who has given notice to the Association thal it holds a mortgage on
the Lot, the amount of each Common Expense Assessment, the dates on which each Assessment comes
due, the amounts paid on the account and the balance due;
(b) The current operating budget;
(c) A record of insurance coverage provided for the benefit of Owners and the Association;
(d) Tax returns for state and federal income taxation;
(e) Minutes of proceedings of incorporators, Owners, Executive Board and its corruniuees, and
waivers of notice;
(f) A copy of the most current versions of the Articles of Incorporation, Declaration, these
Bylaws, Rules and Regulations, and resolutions of the Executive Board, along with their exhibits and
schedules; and
(g) Such other records the Executive Board shall determine from time to lime are necessary or
desirable.
ARTICLE 8 - MISCELLANEOUS
Section 8.1 Notices. All notices to the Association or the Executive Board shall be delivered to
the office of the Manager, or, if there is no Manager, to tbe office of the Association, or to such other
address as the Executive Board may designate by written notice to all Owners. Except as otherwise
provided, all notices to any Owner shall be sent Lo the Owner's address as it appears in the records of the
Association. All [lotices shall be deemed to have been given when deposited in to the United States mail,
first class postage prepaid, except notices of changes of address, which shall be deemed to have been
given when received.
Section 8.2 Fiscal Year. The Executive Board shall establish the fiscal year of the Association.
Section 8.3 Waiver. No restriction, condition, obligation or provision contained in these Bylaws
shall be deemed to have been abrogated or waived by reason of any failure to enforce the same,
irrespective of the number of violations or breaches whicb may occur.
Section 8.4 Office. The principal office of the Association shall be within the Corrunon Interest
Community or at such other place as the Executive Board may from time to time designate.
Section 8.5 Reserves. As a part of the adoption of the regular budget the Executive Board shall
include an amount which, III its reasonable business judgment, will establish and maintain an adequate
reserve fund for the replacement of improvements to the Common Elements.
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Section 8.6 Conflict of Documents. in the case of any conflict between the Articles of
Incorporation and these Bylaws. the Articles shall control; in the case of any conflict between the
Declaration and these Bylaws. the Declaration shall control; in the case of any conflict between the
Articles of lncorporation and lhe Declaration. the Declaration shall control.
ARTICLE 9 - AMENDMENT OF BYLA WS
Section 9.1 Vote. These Bylaws may be amended only by vote of the Executive Board.
Section 9.2 Rights of Mortgal!es. No amendment of these Bylaws of the Association shall be
adopted which would affect or impair the valid ity or priority of any mortgage or deed of trust
encumbering any Lot or which would change the provisiolls of these Bylaws with respect to institutional
mongagees of record.
Section 9.3 HUD/V A Approval. HUDfV A has the right to veto amendments of these
Bylaws during the period of Declarant control.
D (N WITNESS WHEREOF, the undersigned
:=g c~ ,2004.
have hereunto set their hands
EXECUTIVE BOARD:
Director
Director
Stephen Balliet
Director
-"L.
this J _ day of
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of SUMMIT
VIEW SUBDIVISION HOMEOWNERS ASSOCIATION, INC. does hereby certify that the above and
foregoing Bylaws were duly adopted ~ the me~he Eltecutive Board of said Associatioll as the
Bylaws of said Association on the -1......=- day 0 ~ .::.g, 2004 and that they do now constitute
the Bylaws of said Association.
Secretary
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