Blue Mesa Recreation Association
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BY-LAWS
OF
BLUE MESA RECREATION ASSOCIATION


I
NAME

This organization shall be known as the Blue Mesa Recreation Association, a non-profit Colorado corporation, hereinafter referred to as the “Association.”


II
OFFICE

The principal office of the Association shall be at Route 4, Box 3, Powderhorn, Colorado 81243.


III
PURPOSE

To promote the health, safety and welfare of the residents within the various BLUE MESA SUBDIVISIONS, Gunnison County, Colorado, hereinafter referred to as “The Properties,” and for this purpose to:

  1. own, acquire, build, operate and maintain recreation parks, playgrounds, commons, streets, trails, footways, including buildings, structures, personal properties incident thereto, hereinafter referred to as the “common properties and facilities;”

  2. maintain roads not maintained by governmental authority;

  3. fix assessments (or charges) to be levied against the Properties;

  4. enforce any and all covenants, restrictions and agreements applicable to the properties;

  5. pay taxes on the common properties and facilities;

  6. and, insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of the Properties.


IV
DIRECTORS

The affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall consist of six persons selected as follows: 3 directors shall be elected by the Class A members from the Class A membership and 3 directors shall be selected by the Class B membership; provided however, that at such time the Class B membership ceases and is converted to Class A membership, as provided in Article III of the Declaration of Covenants Conditions and Restrictions for Blue Mesa Recreation Association, all six directors shall be elected by the Class A members from the Class A membership. The members of the Board of Directors elected from the Class A membership shall serve for two years or until their successors are duly elected and qualified. At each annual meeting, directors shall be elected to replace the directors whose terms expire. Directors selected by the Class B member shall serve at the pleasure of the Class B member. At the initial election of Directors from the Class A membership, one director shall be elected for a one year term, one director for a two year term and one director for a three year term. Directors elected from the Class A membership may serve as a director only if and as long as they meet the requirements for Class A membership. If any vacancy shall occur in the Class A members of the Board of Directors, such vacancy may be filled for the remainder of the unexpired term by majority vote of the remaining directors at the meeting of the Board next following such vacancy. Any director elected by the Class A members may be removed for cause at any time by a vote of two-thirds of all Class A members present and voting at any meeting called for that purpose, provided a quorum is present.


V
DUTIES OF DIRECTORS

It shall be the duty of the Board of Directors to exercise general supervision over the management of the affairs of the Association and to receive and pass upon the reports of the President, Secretary and Treasurer, to audit all bills and accounts against the Association and to direct the officers thereof in the general conduct and business of the Association. Said Board shall have the control of any books, papers or documents of the Association in the hands of the officers.


VI
OFFICERS
  1. The officers of the Association shall consist of a President, a Vice President, a Treasurer and a Secretary, who shall be elected by the Class A members, as required, at the annual meeting. Such officers shall hold their respective offices for the term of one year or until their successors are elected and shall qualify, unless they shall resign, be removed or become disqualified; provided, however that until the first annual meeting of the members of the Association, which meeting shall be called no later than September 1974, the duties of the Board of Directors and Officers shall be discharged by the three directors who are to serve as the initial directors, as stated in the Articles of Incorporation of Blue Mesa Recreation Association.

  2. Any two of the said offices, the duties of which do not conflict, may be held by one and the same person if the Board of Directors shall so elect.

  3. In case a vacancy or vacancies shall occur in any of said offices, the same may be filled for the remainder of the unexpired term by the vote of a majority of the officers at any meeting thereof.

  4. The Board of Directors may, in case of the absence of any officer or disability to perform his duties, or any other reason deemed sufficient by the Board, delegate the power and duties of such officer to any other officer, or to any director, for the time being, provided a majority of the whole Board concur.

  5. No officer of this Association shall receive any compensation for his services as such officer.


VII
DUTIES OF OFFICERS
  1. Duties of President: It shall be the duty of the President to preside at all meetings of the members and directors of the Association. He shall sign all certificates of membership, contracts and other instruments of writing authorized by the Board of Directors to be executed and the minutes of all meetings over which he may have presided. He shall be ex-officio a member of all committees and shall have the active management of and general supervision over the affairs of the Association and perform such other duties as may be required of him by law, by these by-laws and by the Board of Directors, and in general shall perform the duties and functions usually pertaining to and vested in the president of a corporation.

  2. Duties of Vice President: It shall be the duty of the Vice President in case of sickness or other disability preventing the President from performing the duties of his office, to perform and discharge the duties and functions of the President, and such other duties as may be required of him by the Board of Directors.

  3. Duties of Secretary: The Secretary shall be ex-officio secretary of the Board of Directors and of all standing committees. It shall be the duty of the Secretary to give proper notices of all meetings of the members and of the Board of Directors of the Association and to attend all such meetings and act as the clerk thereof; to keep, record and preserve the minutes of all meetings of the members and directors in appropriate records, to sign all such minutes as Secretary, and to perform like duties for any standing committees when required; to have the custody of the corporate seal and records of the Association; to attest the affixing of the seal to all certificates of membership, contracts and other instruments of writing executed under the corporate seal of the Association; to have charge of and preserve all papers and documents of the Association not properly belonging to the custody of the Treasurer; to sign, issue and register all certificates of membership; and generally to perform such duties as usually pertain to the office of Secretary; and as well, such duties as may be specifically assigned by the Board of Directors. The Secretary shall also attend to the filing of all papers and reports required by law to be filed.

  4. Duties of the Treasurer: The Treasurer shall be the custodian of the funds of the Association and of all securities, valuable papers and documents connected with and pertaining to the business of the Association which shall be kept in such depositories and in such manner as shall be directed by the Board of Directors. The Treasurer shall, from time to time, disburse the funds of the Association in accordance with the orders of the Board of Directors; shall keep a complete and proper record and account thereof and vouchers for all funds disbursed, all of which shall be accessible for inspection by the Board of Directors, whenever they may require. The Treasurer shall render to the Board of Directors, whenever they may require, an account of all transactions and the financial condition of the Association, and perform such other duties as may be prescribed by the Board of Directors. The Treasurer may be required to give a good and sufficient bond for the faithful performance of his/her duties.


VIII
MEETINGS
  1. All meetings of the Board of Directors shall be held within the limits of the Blue Mesa Subdivision or the City of Gunnison, State of Colorado, or such other place as may be designated by the Board of Directors. The Board of Directors shall meet at such times as they may from time to time determine. A meeting may be called any time by the President or any of the three Directors upon three days written notice to all Directors, served personally or by mail or telegram.

  2. Any Director may at any time waive the notice required to be given under these by-laws whenever all the directors of the Association shall be present at any meeting however called or shall sign a written consent thereto or approval thereof the acts of such meeting shall be as valid and binding as if regularly called and provided herein.

  3. At all meetings of the Board of Directors, four directors shall be required to constitute a quorum for the transaction of business.

  4. The order of business of any meeting of the Board of Directors shall be as they may determine at the time.


IX
MEMBERSHIP MEETINGS
  1. The fiscal year of the Association shall start July 1st of each year and shall end June 30 of the following year. A regular annual meeting of the members of the Association shall be held in July of each year in the State of Colorado at the Blue Mesa Recreation Association club house. Place of the meeting shall be shown on the notice to the members of such meeting.

  2. Special meetings of the members of this Association may be called at any time by resolution of the Board of Directors or upon the written request of not less than one-third of the Class A members, or otherwise as may be provided by the law.

  3. A written or printed notice of all regular or special meetings of the members shall be prepared by the Secretary of the Association and delivered personally to each member or mailed to the last known post office address of record of each member not less than 30 days nor more than 60 days before the date of such meeting. No publication of such notice shall be necessary except as may be required by law. All notices of special meetings shall state the object of the meeting and no business shall be transacted at any special meeting except that stated in the notice thereof.

  4. At all meetings of the members, 40% of all the votes of each class of members must be represented either in person or by written proxy in order to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting may be adjourned until some subsequent date, no more than 60 days following the preceding meeting and a quorum shall then constitute ½ of the required quorum of the preceding meeting.

  5. Representation by written proxy shall be allowed and the instrument authorizing the proxy to act at the meeting shall be exhibited at the time of such meeting when called for and filed with the Secretary.

  6. Class A members herein described shall be entitled to one vote for each lot owned, provided however that cumulative voting shall not be permitted in the election of officers.

  7. Class B members shall be entitled to 4 votes for each lot owned with cumulative voting permitted during the existence of Class B membership.

  8. Any Class A member may at any time waive any notice required to be given under these by-laws and if all the Class A members in writing waive notice of any annual or special meeting, no notice of such meeting shall be required except as otherwise provided by law and all meetings of members at which all members are present in person or by proxy and sign a written consent thereto on the records thereof shall be legally valid for all purposes whether or not previous notice had been given; and at such meetings an Association action may be taken except as otherwise provided by law.

X
MEMBERSHIP
  1. Every owner of a lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment.

  2. The Association shall have two classes of voting memberships:

    1. Class A. Class A members shall be all lot owners, with the exception of Blue Mesa Subdivision, Inc., its successors and assigns, and shall be entitled to one vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any lot.

    1. Class B. The Class B member shall be Blue Mesa Subdivision, Inc., its successors and assigns, and shall be entitled to four votes for each lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

i.) when the total votes outstanding in the Class A membership equal the total votes

outstanding in the Class B membership,

ii.) or on January 1, 1979.

  1. A member may delegate in accordance with these by-laws his right of enjoyment to the common area and facilities of the corporation to members of his family, his tenants, or contract purchasers who reside on the property.

  2. The Board of Directors shall have the power to suspend the privileges of membership, both those of the member and/or his designee, if in the opinion of the Board, a member has violated any of the regulations of this Association or is seriously delinquent in paying his assessments or charges for community services. Any member whose privileges are suspended shall be notified in writing of such suspension fifteen days prior to the date such suspension of privileges shall become effective. A member shall have the right to appeal such suspension directly to the Board of Directors prior to the effective date of such suspension. Suspension due to non-payment of assessments shall be removed upon payment by the member of all amounts then currently due. The term of suspension for other reasons shall be left to the total discretion of the Board of Directors, but shall not exceed 60 days for any infraction of the published rules and regulations of the Association.


XI
DUES AND ASSESSMENTS

Dues and assessments shall be as prescribed in Article 4 of the Declaration of Covenants, Conditions and Resolutions for Blue Mesa Recreation Association, provided however, that Section 3 of said Article is hereby amended to provide:

  1. that until July 1, 1974, the maximum assessment for all lots owned by Class A members shall be $50.00 per lot, and for all lots owned by Class B members, it shall be $10.00 per lot;

  2. From and after the first of July 1974, the maximum annual assessment may be increased each year, as provided in said Declaration. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

  3. The Directors designated in the Articles of Incorporation may establish the initial assessments within the maximum of $50.00 without membership action or authorization to such extent as may be required to activate this Association and provide for expenses to be assumed by the Association during the activation process.


XII
DAMAGE, DESTRUCTION AND OBSOLESCENCE

The Board of Directors shall, in the event of damage or destruction of any of the real or personal property of the Common Area, immediately determine the extent of damage and the cost of repair and/or replacement of such property and make the prescribed report of same to the insurance company. In the event the insurance will not cover the entire cost of repair or replacement, the Board of Directors shall decide by majority vote on a proposal to be submitted to a meeting of both classes of membership for approval of funds of the Association, if the Board deems it appropriate to repair, replace or otherwise make disposition of the property damaged or destroyed. The Board may also prepare proposals for submission to the membership for approval regarding the disposition of property deemed by the Board to be obsolete. Expenditure of funds in an amount not exceeding $500 for the repair or replacement of such property may be approved by the Board without referral to the members.


XXIII
INDEMNIFICATION

Each officer and director of the Association shall be indemnified by Blue Mesa Subdivision, Inc., its successors and assigns, and the Association against all expenses and liabilities including attorney’s fees, reasonably incurred by or imposed upon him/her in any proceeding to which he/she may be a party, or in which he/she may become involved, by reason of his/her being or having been an officer or director of the Association, or any settlements thereof, whether or not he/she is an officer or director of the Association at the time such expenses are incurred, except in such cases wherein such officer or director is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties, provided that in the event of a settlement the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Association.


XIV
AUTHORIZATION

No officer or member of this corporation is to authorize or incur any debt or obligation on its behalf except by order of or under direction of the Board of Directors.


XV
FISCAL PROCEDURES
  1. All written obligations of the corporation including acceptances, contracts, agreements, deeds and all other instruments of writing shall be signed with the corporate name by the President or in his absence, by the Vice President and countersigned and attested by the Secretary and the corporate seal affixed.

  2. All checks drawn on the Association funds normally shall be signed with the corporate name by the Treasurer and countersigned by the President or in his absence, the Vice President.

  3. The funds of this Association shall be deposited as a credit to the corporation in such bank or banks, as the Board of Directors may from time to time determine.

  4. The Board of Directors shall provide a suitable seal containing the name of the Association and the words (Colorado) (Seal) and said seal shall remain in the custody of the secretary.


XVI
PROHIBITED ACTIVITIES AND DISTRIBUTION OF ASSETS


No part of the income or net earnings of the Association shall be distributable to or inure to the benefit of its members, directors, officers or any individual; provided, however that reasonable compensation may be paid for any services rendered to the Association, and payments and distributions may be made in furtherance of the purposes set forth in Article Three thereof. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these by-laws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under the provisions applicable to this Association of Section 501 (c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as shall be determined by the Board of Directors.


XVII
GENERAL PROVISIONS

These by-laws or any part thereof may be amended, added to, or appealed by a majority vote of both classes of membership at any meeting called upon notice in accordance with these by-laws, provided however, that the proposed amendment shall be set forth in full in such notice, providing further, that sections 8 and 9 of these by-laws relating to meeting notices, forms, etc. may be amended only by 2/3 vote of both classes of members. These by-laws incorporate by this reference the Declaration of Covenants, Conditions and Restrictions for Blue Mesa Recreation Association, as filed for record the 6th day of June, l972, with the County Clerk and Recorder of Gunnison County. In the event of any inconsistency between said Declaration and these by-laws, the said Declaration shall prevail.

These by-laws were reviewed and approved by the Blue Mesa Recreation Association membership at a duly called meeting held on July 19, 1974.

AMENDMENT -- Adopted July 3, 2004:


XVIII
OFFICERS

The officers of the Association shall consist of a President, a Vice President, a Treasurer and a Secretary, who shall be elected by the Class A members, as required, at the annual meeting. Such officers shall hold their respective offices for the term of three years or until their successors are elected and shall qualify, unless they shall resign, be removed or become disqualified; provided, however that until the first annual meeting of the members of the Association, which meeting shall be called no later than September, 1974, the duties of the Board of Directors and Officers shall be discharged by the three directors who are to serve as the initial directors, as stated in the Articles of Incorporation of Blue Mesa Recreation Association.

In all other respects the by-laws shall remain as they were prior to this Amendment.

AMENDMENT -- Adopted July 2, 2005:


IXX
DIRECTORS

The affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall consist of six (6) persons and the President, Vice President, and Secretary/Treasurer elected by the Class A members, there being no more Class B members. The members of the Board of Directors elected from the Class A membership shall serve for three (3) years or until their successors are duly elected and qualified. The terms shall be staggered, so that at each annual meeting thereafter, two directors shall be elected along with the officers whose terms also expire. Directors elected from the Class A membership may serve as directors only if and as long as they meet the requirements for Class A membership. If any vacancy shall occur in the Class A members of the Board of Directors, such vacancy may be filled for the remainder of the unexpired term by majority vote of the remaining directors at the next meeting of the Board following such vacancy. Any director elected by the Class A members may be removed for cause at any time by a vote of two-thirds of all Class A members present and voting at any meeting called for that purpose, provided a quorum is present.

In all other respects the by-laws shall remain as they were prior to this Amendment.