(Full copy with signatures in pdf format attached; below is main text.)
AMENDED AND RESTATED BYLAWS
HIGHLANDS 460 CIVIC ASSOCIATION, INC.
ARTICLE 1 – INTRODUCTION
These are the Bylaws of Highlands 460 Civic Association, Inc., which shall operate under the Colorado Nonprofit Corporation Act, as amended, and, to the extent applicable, if any, the Colorado Common Interest Ownership Act, as amended (the “Act”). Terms used herein shall have the meaning set forth in the Declaration and in the Act.
ARTICLE 2 – MEMBERSHIP AND MEETING OF MEMBERS
Section 2.1 Membership. There shall be one membership in the Association for each occupied single unit family dwelling located in the area known as Highlands 460 Filings 1 through 5, as platted by instruments recorded in the real estate records of the Clerk and Recorder of the County of Arapahoe, State of Colorado; and each such membership shall be appurtenant to the fee simple title to such dwelling unit.
Section 2.2 Transfer of Memberships. The owner or owners of the dwelling unit shall be deemed the owner or owners of the membership appurtenant to that property, and title to and ownership of the membership for that property shall automatically pass upon the transfer of fee simple title to that property. The Association shall be entitled to treat the person or persons occupying the property as the Member for all purposes. A transfer of membership shall not release the transferor from liability for obligations accrued incident to such membership prior to such transfer. In the event of dispute as to the ownership of a membership, title to the dwelling unit to which it is appurtenant, as shown in the records of the County Clerk and Recorder of the County of Arapahoe, State of Colorado, shall be determinative. Each owner or owners of a dwelling unit shall be at all times entitled to the benefits and subject to the burdens relating to the membership for such property.
Section 2.3 Annual Meeting. Annual meetings of Members shall be held in the month of February at such date and time as set forth in the notice. At these meetings, the Board of Directors shall be elected by ballot of the Members in accordance with the provisions of Articles 2 and 3 of these Bylaws. The Members may transact other business as may properly come before them at these meetings.
Section 2.4 Special Meetings. Special meetings of the Association may be called by the President, by a majority of the members of the Board of Directors, or upon written request of Members comprising ten percent (10%) of the votes in the Association, which request shall be presented to the Board of Directors.
Section 2.5 Record Date. The Board of Directors shall have the power to fix in advance a date as a record date for the purpose of determining Members entitled to notice of or to vote at any meeting or to make a determination of Members for any purpose. The Members existing on any such record date shall be deemed the Members for such notice, vote, meeting or other purpose and for any supplementary notice or information with respect to the same matter and for any adjournment of the same meeting. A record date shall not be more than 30 days prior to the date on which the particular action requiring determination of Members is proposed or expected to be taken or to occur. If no record date is established for a meeting, the commencement of such meeting being held shall be deemed the record date for the meeting.
Section 2.6 Place of Meetings. Meetings of the Members shall be held at a suitable place convenient to the Members in the State of Colorado, as may be designated by the Board of Directors or the President.
Section 2.7 Notice of Meetings. The Secretary or other officer specified in the Bylaws shall cause notice of each meeting of the Members to be hand-delivered or sent prepaid by United States mail to the mailing address of each Lot or to the Member’s address last appearing on the books of the Association or supplied by such Member to the Association for the purpose of notice not less than ten (10) nor more than fifty (50) days in advance of the meeting. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. No action shall be adopted at a meeting except as stated in the notice.
Section 2.8 Waiver of Notice. Any Member may, at any time, waive notice of any meeting of the Members in writing, and the waiver shall be deemed equivalent to receipt of notice. Attendance at the meeting, except for the express purpose of objecting to the adequacy of such notice (which objection shall only be made at the beginning of the meeting), shall constitute a waiver of notice.
Section 2.9 Adjournment of Meeting. At any meeting of Members, whether a quorum is present or not, a Majority of the Members who are present at that meeting, either in person or by proxy, may adjourn the meeting to another time.
Section 2.10 Order of Business. The order of business at all meetings of the Members shall be established by the President, together with an agenda, prior to each meeting.
Section 2.11 Eligibility. Each Member shall be entitled to one vote. The vote allocated to a Member may only be cast by a Member in good standing. A Member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of the Members or by written ballot, within the meanings of these Bylaws, if, and only if, at the time of the record date, or if no record date has been established, at the time the vote is taken:
(a) All annual dues, fees and other charges made or levied against such Member (including those levied by the Declaration, if any, Articles of Incorporation and these Bylaws) are fully paid and discharged; and
(b) There is no uncured breach by the Member of any covenant, condition or obligation contained in the Declaration or any provisions of the Association’s Rules and Regulations.
Section 2.12 Voting.
2.12.1 If only one of several owners of a Dwelling Unit is present at a meeting of the Association, the Dwelling Unit Owner present is entitled to cast the Vote allocated to the Dwelling Unit. If more than one of the Lot 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 Lot. Majority agreement exists if any one of the Lot 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.
2.12.2 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 the board of directors, members, manager, operating agreement or bylaws of the owning corporation or limited liability company. The Vote of a 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 a corporation, limited liability company, partnership or Dwelling Unit Owner is qualified to vote.
Section 2.13 Quorum. Except as otherwise provided in these Bylaws, the Members present in person at any meeting of Members, representing two percent (2%) of the Votes in the Association, shall constitute a quorum at that meeting. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and that required quorum at the subsequent meeting shall be one-half of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
Section 2.14 Majority Vote. The Vote of a majority of the Members present in person at a meeting at which a quorum shall be present shall be binding upon all Members for all purposes.
Section 2.15 Voting by Mail. The Board of Directors may decide that voting of the Members on any matter required or permitted by the statutes of Colorado, the Declaration, the Articles of Incorporation, or these Bylaws shall be by mail. In case of a vote by mail, the Secretary shall give written notice to all Members, which notice shall include: (i) a proposed written resolution setting forth a description of the proposed action, (ii) a statement that Members are entitled to vote by mail for or against such proposal, and (iii) a date not less than ten (10) nor more than fifty (50) days after the date such notice shall have been given on or before which all votes must be received at the address designated by the Association.
ARTICLE 3 – BOARD OF DIRECTORS
Section 3.1 Number and Qualification. The affairs of the Association shall be governed by a Board of Directors which shall consist of not more than fifteen (15) members (Directors), who shall be residents of the Highlands 460, elected or appointed as provided below. Only Members eligible to vote and otherwise in good standing may be elected to, or appointed to fill a vacancy on, the Board of Directors. In the case where there is an insufficient number of Members running for election to the Board of Directors, or where, through removal or resignation, the total number of members of the Board of Directors is less than nine, the Board of Directors will be considered properly constituted with less than fifteen (15) members; provided, however, in no event shall it be reduced to less than three (3). The number of members of the Board of Directors may be increased or decreased by amendment of these Bylaws.
Section 3.2 Nomination. Prior to or at the annual meeting, the Board of Directors shall accept nominations of candidates for the Board of Directors to be elected at said meeting. Nominations may be made by members of the current Board or by any voting member of the Association. The nominees receiving the largest number of votes cast shall be deemed elected to the Board of Directors, and shall take office immediately upon the announcement of the results of the election.
Section 3.3 Election Sequence. Members of the Board of Directors shall be elected by the Members at the annual meeting for staggered terms of three years. If any Lot is owned by a partnership or corporation, any officer, partner or employee of that Lot Owner shall be eligible to serve on the Board of Directors and shall be deemed to be a Member. Each member of the Board of Directors shall hold office until the election and qualification of his successor. At any meeting at which the Board of Directors is to be elected, the Members may, by resolution, adopt specific procedures which are not inconsistent with these Bylaws or the Colorado Nonprofit Corporation Act for conducting the elections. Cumulative voting is not permitted.
Section 3.4 Powers and Duties. The Board of Directors may act in all instances on behalf of the Association, except as provided in these Bylaws or the Act. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and of the Community, including the following powers and duties:
(a) Within the limits of the annual budget, to administer and enforce the provisions set forth in the Bylaws of the Association, and supplements and amendments thereto;
(b) To procure and maintain adequate insurance, including liability and hazard insurance;
(c) To prepare a budget for the Association thirty (30) days prior to the commencement of each fiscal year and set the annual dues as needed;
(d) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary and give security therefor. The persons who shall be authorized to execute promissory notes and security instruments shall be the President or Vice President and Secretary or Assistant Secretary;
(e) To enter into contracts to carry out their duties and powers, and to hire and fire all personnel necessary for the operation of the Association;
(f) To establish a bank account or accounts in a federally insured depository for the common treasury and for all separate funds which are required or may be deemed advisable;
(g) To keep and maintain full and accurate books and records showing all of the receipts and disbursements;
(h) To acquire, hold, encumber and convey, in the Association’s name, any right, title or interest to real estate or personal property;
(i) To provide for the indemnification of the Association’s officers and the Board of Directors to the extent provided by law and maintain directors’ and officers’ liability insurance;
(j) To exercise any other powers conferred by the Declaration, the Articles of Incorporation, Bylaws, the Act and the Colorado Nonprofit Corporation Act;
(k) To exercise any other power that may be exercised in the state by a legal entity of the same type as the Association;
(l) To exercise any other power necessary and proper for the governance and operation of the Association;
(m) By resolution, to establish committees, permanent and standing, to perform any of the above functions under specifically delegated administrative standards as designated in the resolution establishing the committee. All committees must maintain records of their actions to Members and the Board of Directors; and
(n) To appoint any committee as required by these Bylaws or as may be deemed appropriate by the Board of Directors to carry out its purposes and duties.
Section 3.5 Removal of Director. The Members, by a vote of at least a majority of the votes at any regular or special meeting of the Members duly called at which a quorum is present, may remove a Director, with or without cause, and this vacancy shall be filled by a vote of the Members at such meeting. Further, the Board of Directors may remove a Director, with or without cause, upon vote of sixty-six percent (66%) of the entire Board. In addition, a Director shall be deemed to have resigned as of the date said Director ceases to be an Owner, upon the giving of written notice of resignation to the President or Secretary, or upon unexcused absences from two (2) consecutive regular meetings of the Board of Directors within a twelve-month period. An unexcused absence is the failure to notify the President or Secretary of an absence prior to the meeting.
Section 3.6 Vacancies. Except in the case of removal of a member of the Board of Directors by a vote of the Members, vacancies may be filled at a special meeting of the Board of Directors held for that purpose at any time after the occurrence of the vacancy, even though the members of the Board of Directors present at that meeting may constitute less than a quorum. Each person so elected or appointed shall serve on the Board of Directors for the remainder of the term of the member so replaced.
Section 3.7 Regular Meetings. The first regular meeting of the Board of Directors following each annual meeting of the Members shall be held within thirty (30) days after the annual meeting at a time and place to be set by the Board of Directors at the meeting at which the Board of Directors shall have been elected. No notice shall be necessary to the newly elected Board of Directors in order to legally constitute such meeting, provided a majority of the members of the Board of Directors are present. The Board of Directors may set a schedule of additional regular meetings by resolution, and no further notice is necessary to constitute regular meetings.
Section 3.8 Special Meetings. A special meeting of the Board of Directors may be called by the President or by a majority of the Directors on at least three (3) business days’ notice to each Director. The notice shall be hand- delivered, mailed, or delivered by telephone, and shall provide the day, time, location, and purpose of the meeting.
Section 3.9 Location of Meetings. All meetings of the Board of Directors shall be held at the Property or at a suitable place convenient to the Members in the State of Colorado, or as may be designated by the Board or the President.
Section 3.10 Waiver of Notice. Any member of the Board of Directors may waive notice of any meeting in writing. Attendance by a member of the Board of Directors at any meeting of the Board of Directors shall constitute a waiver of notice. If all the members of the Board of Directors are present at any meeting, no notice shall be required, and any business may be transacted at such meeting.
Section 3.11 Consent to Corporate Action. If all of the members of the Board of Directors or all members of a committee established for such purposes, 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 the members of the Board of Directors constitutes a quorum, that action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors or the committee, as the case may be. The Secretary shall file these consents with the minutes of the meetings of the Board of Directors.
Section 3.12 Telephone Communication in Lieu of Attendance. A member of the Board of Directors may attend a meeting of the Board of Directors by 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 Board of Directors. The vote of the member shall be counted and the presence noted as if that member was present in person on that particular matter.
Section 3.13 Quorum of Directors. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, unless there are less than three Directors, in which case, all Directors must be present to constitute a quorum. The votes of a majority of the present and voting Directors shall constitute a decision of the Board. If there are less than three Directors, unanimity of the Directors is required to constitute a decision of the Board. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
Section 3.14 Compensation; No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
ARTICLE 4 – OFFICERS
Section 4.1 Designation. 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 Board of Directors. The Board of Directors may appoint an assistant Treasurer, an assistant Secretary and other officers as it finds necessary. Any two (2) 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 Board of Directors.
Section 4.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board of Directors and shall hold office for one (1) year terms at the pleasure of the Board.
Section 4.3 Resignation, Removal and Vacancies. Any Officer may be removed from office with or without cause upon an affirmative vote of a majority of the Board of Directors. Any Officer may resign at any time after giving written notice to the Board of Directors, 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 and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office may be filled by appointment by the Board of Directors at any regular meeting or special meeting called for that purpose. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer he replaces.
Section 4.4 President. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Members and of the Board of Directors. 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 committees from among the Members 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 fulfill 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 Board of Directors 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 Board of Directors or by the President.
Section 4.6 Secretary. The Secretary shall keep the minutes of all meetings of the Members and the Board of Directors. The Secretary shall have charge of the Association’s books and papers as the Board of Directors 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 the 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 securities, 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 the deposit of all monies and other valuable effects in depositories designated by the Board of Directors 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 Board of Directors. 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 Board of Directors 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 Board of Directors, one of whom may be the Treasurer if the Treasurer is also a Director.
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 Board of Directors.
ARTICLE 5 – INDEMNIFICATION
Section 5.1 Indemnification of Directors.
(a) The Association shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a Director, against reasonable expenses incurred by him or her in connection with the proceeding.
(b) Except as expressly provided in these Bylaws, the Association shall indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:
(1) The person conducted himself or herself in good faith; and
(2) The person reasonably believed:
(i) In the case of conduct in an official capacity with the Association, that his or her conduct was in the Association’s best interests; and
(ii) In all other cases, that his or her conduct was at least not opposed to the Association’s best interests; and
(3) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
(c) The Association may not indemnify a Director:
(1) In connection with a proceeding by or in the right of the Association in which the Director was adjudged liable to the Association; or
(2) In connection with any other proceeding charging that the Director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the Director was adjudged liable on the basis that he or she derived an improper personal benefit.
Section 5.2 Advance of Expenses to Directors
(a) The Association shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The Director furnishes to the Association a written affirmation of the Director’s good faith belief that he or she has met the standard of conduct described in these Bylaws;
(2) The director furnishes to the Association a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.
(b) Any undertaking required of a Director by these Bylaws shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under these Bylaws shall be made in the manner specified in these Bylaws.
Section 5.3 Determination and Authorization of Indemnification of Directors
(a) The Association may not indemnify a Director under these Bylaws unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances as provided in these Bylaws.
(b) Determinations required by these Bylaws shall be made:
(1) By the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, and only those Directors not parties to the proceeding shall be counted in satisfying the quorum; or
(2) If a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two (2) or more Directors not parties to the proceeding; except that Directors who are parties to the proceeding may participate in the designation of Directors for the committee.
(c) If a quorum of the Board of Directors cannot be obtained and a committee cannot be established if a quorum is obtained or a committee is designated, if a majority of the Directors constituting such quorum or such committee so directors, the determination required to be made shall be made:
(1) By independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified above, or, if a quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors; or
(2) By the Members.
(d) Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.
Section 5.4 Court-Ordered Indemnification of Directors. A Director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
(a) If it determines that the Director is entitled to mandatory indemnification, the court shall order indemnification, in which case the court shall also order the Association to pay the Director’s reasonable expenses incurred to obtain court-ordered indemnification.
(b) If it determines that the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct or was adjudged liable in the circumstances, the court may order such indemnification as the court deems proper.
Section 5.5 Indemnification of Officers, Employees, Fiduciaries and Agents
(a) An officer is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification in each case to the same extent as a Director;
(b) The Association shall indemnify and advance expenses to an officer, employee, fiduciary or agent of the Association to the same extent and on the same terms as apply to a Director; and
(c) The Association may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent than is provided in these Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its Board or by contract.
Section 5.6 Insurance. The Association may be required to purchase and maintain, as set forth in the Declarations, insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the Association against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary or agent, whether or not the Association would have power to indemnify the person against the same liability under these Bylaws.
Section 5.7 Definitions. As used in this Article:
(a) “Association” includes any domestic or foreign entity that is a predecessor of the Association by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(b) “Director” means an individual how is or was a Director of the Association. “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.
(c) “Expenses” includes counsel fees.
(d) “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.
(e) “Official capacity” means, when used with respect to a Director, the office of Director in the Association and, when used with respect to a person other than a director, the office of the Association held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary or agent on behalf of the Association.
(f) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(g) “Proceeding” means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or information.
ARTICLE 6 – RECORDS
Section 6.1 Records and Audits. The Association shall maintain financial records. The cost of any audit or review shall be a Common Expense.
Section 6.2 Examination. All records maintained by the Association shall be available for examination and copying by any Member or by any of their duly authorized attorneys, at the expense of the person examining the records, during normal business hours and after reasonable notice, and for a purpose reasonably related to his or her interests as a member.
Section 6.3 Records. The Association shall keep the following records:
(a) An annual record of amounts paid for each Dwelling Unit;
(b) The current operating budget;
(c) Tax returns for state and federal income taxation;
(d) Minutes of proceedings of incorporators, Members, Board of Directors and its committees, and waivers of notice; and
(e) A copy of the most current versions of the Declaration, Bylaws, Rules and Regulations, and resolutions of the Board of Directors, along with their exhibits and schedules.
(f) Such other records the Board of Directors shall determine from time to time.
ARTICLE 7 – MISCELLANEOUS
Section 7.1 Notices. All notices to the Association or the Board of Directors shall be delivered to such address as the Board of Directors may designate by written notice to all Members. Except as otherwise provided, all notices to any Member shall be sent to the Member’s address as it appears in the records of the Association. All notices shall be deemed to have been given when deposited into 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 7.2 Fiscal Year. The Board of Directors shall establish the fiscal year of the Association.
Section 7.3 Waiver. No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason or any failure to enforce the same, irrespective of the number of violations or breaches which may occur.
Section 7.4 No Compensation. No Member, member of the Board of Directors, or officer shall receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be distributed to, or inure to the benefit of, any Director, officer or Member, except upon a dissolution of the Association; provided, however, always, that a reasonable salary may be paid to any Member who is in the employ of the Association for his services as such employee, and that any Member, Director, or officer 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.
Section 7.5 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 Incorporation and the Declaration, the Declaration shall control.
Section 7.6 Expenses of Litigation for Covenant Enforcement. In the event that the Association must bring any legal action, activity, negotiation, demand, process or any other dispute resolution procedure against any Member or Resident for purposes of enforcing any provision of The Declaration of Covenants, Conditions and Restrictions such Member or Resident shall be liable to the Association for reimbursement of all attorney fees, costs and expenses incurred by the Association with regard to such legal activities.
The liability for legal fees and costs provided in this Section shall be imposed on the Resident or Member only after the Highlands 460 Architectural Control Committee has sent two written notices as set forth herein. The first such written notice shall be sent by the Architectural Control Committee via regular US mail. The second such notice shall be sent to the Member or Resident by the Architectural Control Committee via US registered mail, return receipt requested. The liability for legal fees and costs shall only be imposed after the Resident or Member has bee provided a reasonable time to respond to the second written notice set forth herein, and only after it is determined that the Member or Resident is in violation of the covenants.
ARTICLE 8 – AMENDMENT TO BYLAWS
Section 8.1 Vote. The Bylaws may be amended only by majority of the Members present and voting, following notice and opportunity to comment by all members at any meeting duly called for such purpose or by the majority of ballots cast when voting by mail.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 2nd day of October, 1996.