Friday, May 8, 2015

BY-LAWS Blue Valley Acres Land Share - DRAFT



SECTION 1. REGISTERED OFFICE. The registered office shall be at 286 Grand County Road
1001, Kremmling, Colorado 80459, and Donald Eggers shall be the registered agent of this corporation in charge thereof. The registered office and registered agent is the address and agent as listed on the Secretary of State site and is typically the current Treasurer of the Board of Directors and may be changed from time to time by the Board of Directors (hereinafter “Board”).

SECTION 2. PRINCIPAL OFFICE. The principal office shall be the same as the Registered

SECTION 3. OTHER OFFICES. The corporation may have other offices, either within  the State of Colorado, at such place or places as the Board may from time to time appoint or the business
of the corporation may require.

SECTION 1. ANNUAL MEETINGS. Annual meetings of members for the election of the members of the Board (hereinafter “Directors”) and for such other business as may be stated in the notice of the meeting shall be held at such place, either within or without the state of Colorado, and at such time and date as the Directors, by resolution, shall determine and as set forth in the notice of the meeting.

The date of the annual meeting shall be set at the Annual Meeting of the previous year. At each annual meeting (hereinafter “Annual Meetings”) the members entitled to vote shall elect Directors, and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. Meetings of the members for any purpose other than the election of Directors may be held at such time and place, within or without the State of Colorado, as shall be stated in the notice of the meeting.

SECTION 3. MEMBERSHIP.  Owners of all lots in Blue Valley Acres, Grand County Colorado, as of the date of incorporation and in “Good Standing” respective of Article VI, Section 3, are eligible for membership in the Corporation.  Each lot shall constitute one membership
(hereinafter “Member”) regardless of the number of Owners. Owners of each lot, whether single, multiple or corporate entity, shall designate a single “Designated Member” to act as representative of the Owners for all Corporation business.  The Designated Member will receive all correspondence, hold financial responsibility and be granted the rights of membership to the common area.  The Designated Member must be listed as an Owner on the records of the GrandCounty Assessor or as an Officer, Member or Trustee on the Articles of Incorporation for any corporate entity.


SECTION 4. VOTING. Each Designated Member shall be entitled to vote in accordance with the terms of the Articles and the laws of the State of Colorado and in accordance with the provisions of these By-laws. No proxy shall be voted after one year from its date unless such proxy provides for a longer period. (Amended 3/12/1994).  Upon demand of any Designated Member, the vote for the Board and the vote upon any question before the meeting shall be by ballot. Cumulative voting shall be allowed in the election for Directors, but not for any other purpose. If a Quorum is present, as Quorum is later defined, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the acts of the members, unless the vote of a greater portion or number is required by the Articles, or the laws of the State of Colorado.

A complete list of the Designated Members entitled to vote at the ensuing election, arranged by lot and block, shall be open to the examination of any member, for any purpose germane to the meeting, by written request. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any member who is present.

SECTION 5. QUORUM. Except as otherwise required by law, by the Articles, or by these By- Laws, the presence, in person, or by proxy, of members holding one-fifth (1/5) of the stock of the corporation entitled to vote shall constitute a quorum (hereinafter “Quorum”) at all meetings of the Members. In case a Quorum shall not be present at any meeting, a majority in interest of the Membership entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of Designated Members entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of Designated Members entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those  Designated Members entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Membership for any purpose or purposes may be called by any Board of Directors member, or by resolution of the Board of Directors or by Members holding not less than one-fifth (1/5) of the voting power of the corporation.

SECTION 7. NOTICE OF MEETING. Written notice, stating

the place, date and time of the meeting and general nature of the business to be considered, shall be given to each Designated Member entitled to vote thereat at his address as it appears on the records of the corporation, not less than five (5) nor more than fifty (50) days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the Members entitled to vote thereat.

SECTION 8. ACTION WITHOUT MEETING. Except as otherwise provided by the Articles, whenever the vote of the Membership at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Articles or of  
these By-laws, the meeting and vote of the membership may be dispensed with, if all of the
Designated Members who would have been entitled to vote upon the action if such a meeting were held, shall consent in writing to such corporate action being taken.

SECTION 1. NUMBER AND TERM. The number of Directors shall be as fixed by these By- laws but shall not be less than three (3) nor more than seven (7). The Directors shall be elected at the annual meeting of the Members, and each Director shall be elected to serve until his
successor shall be elected and shall qualify.

SECTION 2. RESIGNATIONS. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President and Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES. If the office of any Director becomes vacant, the remaining Directors in office, though less than a quorum (“Board Quorum”, as later defined), by a majority vote may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. Any Director or Directors may be removed either for or without cause at any time by the affirmative vote of the Designated Members of majority and entitled to vote,
at a special meeting of the Designated Members called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the Membership entitled to vote.

SECTION 5. INCREASE OR DECREASE OF NUMBER. The number of Directors may be increased or decreased by amendment of these By-laws by the affirmative vote of a majority of the Directors, though less than a Board Quorum, or by the affirmative vote of a majority in interest of the membership at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify; provided, however, that the number shall not be less than three (3).

SECTION 6. POWERS. The Board shall exercise all of the powers of the corporation except such as are by law, or by the Articles of the corporation (hereinafter “Corporation”), or by these By-laws, conferred upon or reserved- to the Membership, provided that no authorization for the expenditure of corporation funds in excess of $5,000 shall be made by the Board unless approved by a two-thirds majority of the Membership voting at a meeting called in accordance with
Section 7, Article II of these By-laws.

SECTION 7. COMMITTEES. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees to consist of two or more of the Directors as alternate members of any committee, who may replace any absent or disqualified member at DRAFT
any meeting of the committee. Any such committee, to the extent provided in the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board in the
management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, the By-laws may provide that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a Quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified member.

SECTION 8. MEETINGS. The newly elected Directors may hold their first meeting for the purpose of organization and the transaction of business, if a Board Quorum is present, immediately after the annual meeting of the Membership, or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the Board may be called by the President or by the Secretary on the written request of any two Directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 9. QUORUM. A majority of the Directors shall constitute a Quorum (“Board Quorum”) for the transaction of business. If at any meeting of the Board there shall be less than a Board Quorum present, a majority of those present may adjourn the meeting from time to time until a Board Quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. If a Board Quorum is present, then
the affirmative vote of the majority of Directors in attendance shall be the act of the Directors.

SECTION 10. COMPENSATION. Directors shall not receive any stated salary for their services as Directors or as members of committees nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation thereof.

SECTION 1. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION 1. OFFICERS. The officers of the Corporation shall be a President, a Vice-President, a Treasurer and a Secretary, all of whom shall be elected by the Board and who shall hold office until their successors are elected and qualified. The officers of the Corporation shall be Directors. DRAFT
The officers shall be elected at the first meeting of the Board, after each annual meeting. No
more than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION 3. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of the President of a Corporation. He shall preside at all meetings of the Membership if present thereat, and shall have general supervision, direction and control of the business of the Corporation. Except as the Board shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer.

SECTION 4. VICE PRESIDENT. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Directors.

SECTION 5. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board at the regular meetings of the Board, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

SECTION 6. SECRETARY. The Secretary shall give, or cause to be given, notice of all
meetings of Designated Members and Directors, and all other notices required by law or by these By-laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the Directors, or Designated Member, upon whose requisition the meeting is called as provided in these By-laws. He shall record all the proceedings of the meetings of the Corporation and of the Directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Directors or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the Directors or the President, and attest the same.

SECTION 7. DUTIES MAY BE DELEGATED. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, all or part of the powers or duties of such officer to any other officer or any director.


SECTION 1. CERTIFICATES OF MEMBERSHIP. Certificates of Membership, representing 10 undividable shares, shall be held by the Corporation for each Designated Member.

SECTION 2. Effective the date of this amendment, all previously issued Certificates become null and void.

SECTION 3. TRANSFER OF MEMBERSHIP. The shares of membership shall be transferable upon the books of the Corporation only upon sale or transfer by deed, as recorded with the Grand County Assessor’s office for any of the tracts as shown on Exhibit "A" attached hereto and incorporated herein for all purposes

SECTION 4. MEMBERSHIPS RECORD DATE. In order that the corporation may determine
the Designated Members entitled to notice of or to vote at any meeting of the Membership or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to exercise any rights in respect of any change, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of membership of record entitled to notice of or to vote at a
meeting of membership shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

The Corporation, being a non-profit corporation, shall at no time declare any dividends on the membership shares. The benefits to the Members shall be the use and enjoyment of the common elements of the property owned by the Corporation.

SECTION 5. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation and the words "CORPORATE SEAL COLORADO." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 6. FISCAL YEAR. The fiscal year of the corporation shall end April 30th of each year, unless otherwise determined by resolution of the Board of Directors.

SECTION 7. CHECKS. All checks for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by both the President and the Treasurer, and in such manner as shall be determined from time to time by resolution of the Board of Directors. Use of electronic payment, DEBT card, shall be limited to office supplies, postage and Secretary of State Filings.

SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the Designated Member entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given onthe date of such mailing. Members not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.


Whenever any notice, whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-laws, a waiver thereof in writing, signed by the Designated Member entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 9. INSPECTION OF CORPORATE RECORDS. The share register or duplicate share register, the books of account and the minutes of proceedings of the Members and Directors shall be open to inspection upon the written demand of any Designated Member, at a reasonable time, and for a purpose reasonably related to his interests as a member; and shall be produced at any time when required by the demand of ten percent (10%) of the shares represented at any Annual Meeting. Such inspection may be made in person or by an agent or attorney, and shall include
the right to make extracts. Demand of inspection other than at a Membership meeting shall be made in writing upon the President or Secretary of the Corporation. Every such demand, unless granted, shall be referred by such officer to the Board.

SECTION 10. CONTRACTS, ETC. - HOW EXECUTED. The Board, except as in the By-laws otherwise provided, may authorize any Officer or Officers to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by these By-laws or resolution of the Board, no Officer shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

SECTION 11. INSPECTION OF BY-LAWS. The Corporation shall keep in its principal office for the transaction of business the original or a copy of the By-laws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members upon request.


(a) When a person is sued, either alone or with others, because he is or was a Director, Officer, or employee of the Corporation, in any proceedings (whether brought by the corporation, its receiver, its trustee, one or more of its stockholders or creditors, any governmental body, any public official or any private person or corporation, domestic or foreign) arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the Corporation or by the Corporation, he shall be indemnified for his reasonable expenses, including attorney’s fees incurred in the defense of the proceeding, if both of the following conditions exist:

(1) The person sued is successful in whole or in part, or the proceedings against him is settled with the approval of the Court.

(2) The Court finds that his conduct fairly and equitably merits such indemnity. The amount of such indemnity may be assessed against the corporation, its receivers, or

its trustee, by the Court in the same or in a separate proceeding and shall be so much
of the expenses, including attorney’s fees incurred in the defense of the proceeding, as the Court determines and finds to be reasonable. Application for such indemnity may be made either by a person sued or by the attorney or other person rendering services to him in connection with the defense, and the Court may order fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding.

Notice of the application for such indemnity shall be served upon the corporation, its receiver or its trustee, and upon the plaintiff and other parties to the proceeding. The Court may order notice to be given also to the stockholders in the manner provided elsewhere in these By-laws for giving notice of stockholders’ meetings in such form as the Court directs.

(b) Notwithstanding the provisions of Subdivision (a) of this Section 12, the Board may authorize the Corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Director, Officer or employee of the Corporation in an action brought about by a third party against such person (whether or not the corporation is joined as a party defendant ) to impose a liability or penalty on such person for an act alleged to have been committed by such person while a Director, Officer or employee, or by the Corporation, or by both; provided, the Board determines in good faith that such director, officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the Corporation or its stockholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or the threatened action. This subdivision (b) does not apply to any action instituted or maintained in the right of the corporation by a stockholder or holder of a voting trust certificate representing stocks of this corporation.

(c) The provisions of this Section 12 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a director, officer or employee, and the term "person" where used in the foregoing subdivisions of this section shall include the estate, executor, administrator, heirs, legatees, or devisees of such person.


SECTION 1. AMENDMENTS. These By-laws may be altered, amended, changed, or repealed by the affirmative vote of a majority of the Board, at any regular meeting of the Board or at any special meeting if notice of the proposed alteration, amendment, change or repeal be contained in the notice of such special meeting. These By-laws also may be altered, amended, changed or repealed at the Annual Meeting or at any special meeting if notice of the proposed alteration, amendment, change or repeal be contained in the notice of the meeting, by the affirmative vote
of a majority of the shares issued and outstanding and entitled to vote thereat.

SECTION 2. MEMBERSHIP ASSESSMENTS OR DUES. The Board of Directors may adopt a resolution setting annual dues in an amount not to exceed in any one year two hundred dollars,
$200.00, per member and may make such rules and regulations regarding such annual dues or assessments as the Board may determine in their sole discretion concerning the rights, privileges and use of the corporate property by any member who may default in the payment of such dues
or assessments. Dues are to be paid no later than 30 days after the start of the fiscal year.  Any member who has not paid dues by that time shall no longer be in “Good Standing”.

SECTION 3. ENFORCEMENT OF BY-LAWS AND COVENANTS. The Board shall have the power and authority to enforce each and every provision of the By-laws and the Restrictive Covenants, (Blue Valley Acres Restrictive Covenants dated December 2, 1960), as amended, including the power to assess liens, to commence and maintain an action to enjoin any breach or threatened breach of any of the provisions, and enforce any assessment lien and to pay all costs of any such action or other enforcement procedure. The Board, as part of its power to assess liens, shall notify Members of violations and provide the Member with the reasonable time to correct the violation. Liens will be filed against any Member who has not paid the previous year’s dues.  If the member does not correct the violation, the member shall no longer be in “Good Standing”, and the Board shall have the power to enter on to the member’s property and take the necessary corrective action, and assess the cost thereof against the member. Such
assessment shall be enforceable by assessment lien enforcement procedures. The Board may take such judicial action against the member to enforce compliance of these provisions, collect assessment liens, or obtain damages for noncompliance, all to the extent permitted by law, including recovery of costs and reasonable attorney fees. Any Member that is not in “Good Standing” shall have no right to vote on any matter coming before the Members.

SECTION 4. These By-laws shall supersede the restrictive covenants for Blue Valley Acres Subdivision, Grand County, dated December 2, 1960, recorded December 5, 1960, in Book 135, at page 162, under reception 93106, records of Grand County, Colorado, to the extent and only to the extent that they conflict with those restrictive covenants. These By-laws have been approved and adopted by a three-fourths (3/4) majority of the shares represented, thereby conforming to all requirements contained in the covenants. (1980).

These By-Laws have been amended on the following dates: March 12, 1994
May 16, 2015

(For a complete listing of current owners in Blue Valley Acres #1 contact the Clerk and
Recorders Office of Grand County)