Brittany Highlands condominiums Legal documents

Brittany Highlands Condominiums Articles of Incorporation

ARTICLES OF INCORPORATIONOF BRITTANY HIGHLANDS CONDOMINIUM ASSOCIATION, INC.
ARTICLE IName
The name of this Corporation shall be Brittany Highlands Condominium Association, Inc. (hereinafter referred to as the "Association").
ARTICLE IIDuration
The term of existence of this Association is perpetual.
ARTICLE IIIPurposes
The business, objects and purposes for which the Association is formed are as follows: 1. To be and constitute the Association to which reference is made in the Condominium Declaration for Brittany Highlands Condominiums and any supplement thereto ( for brevity, hereinafter referred to as "Declaration") to be recorded in the records of the Clerk and Recorder of the County of Arapahoe, State of Colorado, pursuant to C.R.S., 1973, Section 7-20-101, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association described in said Declaration. The definitions set forth in the Declaration shall also be applicable to these Articles of Incorporation, said definitions being incorporated herein by reference as is set forth at length herein. 2. To provide an entity for the furtherance of the interests of all of the Owners, with the objective of establishing and maintaining Brittany Highlands Condominiums as a condominium ownership project of the highest possible quality and value and enhancing and protecting its value, desirability and attractive­ness, and to promote the health, safety and welfare of the residents within the above described Condominium Project and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose.
ARTICLE IV Powers
In furtherance of its purposes, the Association shall have all of the powers conferred upon corporations not-for-profit by the statutes and common law of the State of Colorado in effect from time to time, including all of the powers necessary or desir­ able to perform the obligations and duties and exercise the rights and powers of the Association under the Declaration which will include, but shall not be limited to the following: 1. To make and collect common expense assessments against members of the Association for the purposes of payment of the common expenses (including the expenses incurred in exercising its powers or of performing its functions); 2. To manage, control, operate, maintain, repair, improve and enlarge the common elements; 3. To enforce the terms, covenants, restrictions, condi­tions, uses, limitations and obligations set forth in the Declara­tion and Bylaws of the Association, and to make and enforce rules and regulations as provided therein; 4. To engage in activities which will actively foster, pro- mote and advance the interests of all of the Owners of Condominium Units; 5. To hire a Managing Agent who shall have and exercise those duties and powers granted to him by the Board of Managers, but not those powers which the Board by law may not delegate;
6. To acquire (by gift, purchase or otherwise), own, hold, build upon, operate, maintain, convey, sell, lease, dedicate for public use or otherwise dispose of real or property in connection with the affairs of the Association; 7. To borrow money with the written consent of Owners of two-thirds (2/3) of the Condominium Units conveyed to the Declarant, and with such Owners written consent to mortgage, pledge, deed in trust or hypothecate any or all of the Association's real or per­ sonal property as security for money borrowed or debts incurred; 8. Notwithstanding the above, unless at least all of the first mortgagees of Condominium Units (based upon one vote for each first mortgage owned or held) have given their prior written approval, the Association shall not be empowered or entitled to:
 a. By act or omission, seek to abandon or terminate the Condominium Project; b. Change the pro rata interest or obligations of any individual Condominium Unit for the purposes of: (i) levying assessments or charges, or allocating distributions of hazard insurance proceeds or condemnation awards; or (ii) determinating the pro rata share of ownership of each Condominium Unit in the common elements; c. Partition or subdivide any Condominium Unit; d. By act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the common elements. The granting of easements for public utilities or for other public purposes consistent with the intended use of the common elements by the Association shall not be deemed a transfer within the meaning of this clause; e. Use hazard insurance proceeds for losses to any Condominium Property (whether to Units or to common elements) for other than the repair, replacement or reconstruction of such Condominium Property, except as provided by statute in case of substantial loss to the Units and/or common elements of the Condminium Project; f. Terminate professional management of the Condominium Project.
ARTICLE VMemberships/Voting Rights
1. This Association shall be a membership corporation without certificates or shares of stock. There shall be one ( 1) class of membership and there shall be one (1) membership in the Association for each Condominium Unit, as defined in the Declaration and sup­plements thereto. Each membership shall have one vote. When more than one (1) person-holds an interest in any Condominium Unit, all such persons shall be members. The vote or such Condominium Unit shall be exercised as the Owners of such Condominium Unit determine, but in no event shall more than one (1) vote be cast with respect to any Condominium Unit. The Owner or Owners of a Condominium Unit, including every person or entity who is a record owner of a fee or undivided fee interest in and to any Condominium Unit and contract Purchasers··in any Condominium Unit, shall hold and share the member­ ship and vote related to that Condominium Unit in the same proportionate interest and by the same type of tenancy in which the title to the Condominium Unit is held, provided always that there shall be only one (1) membership and vote per Condominium Unit. The foregoing is not intended to include persons or entities who hold an interest in and to a Condominium Unit merely as security for the performance of an obligation. No person or entity other than an owner of a .Condominium Unit may be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Condominium Unit which is subject to assessment by the Association. 2. A membership in the Association and the share of a member in the assets of the Association shall not be assigned, encumbered or transferred in any manner except as appurtenant to the transfer of title to the Condominium Unit to which the membership pertains. 3. A transfer of membership shall occur automatically upon the transfer of title to the Condominium Unit to which the member­ ship pertains, provided, however, that the Bylaws of the Associa­ tion may contain reasonable provisions and requirements with respect to recording such transfers on the ·books and records of the Association. 4. Members shall have the right to purchase other Condominium Units and the memberships appurtenant thereto as provided in the Declaration.
 The Bylaws may contain provisions setting forth the privileges, duties, and responsibilities of the members
ARTICLE VIBoard of Managers
1. The business and affairs of the Association shall be conducted, managed and controlled by a Board of Managers. The Board of Managers shall consist of not less than three (3) nor more than nine (9) members, the specific number to be set forth from time to time in the Bylaws of the Association. The members of the Board of Managers shall be Owners (as defined in the Declaration), which in the case of the Declarant or other corporate Owners, shall include the officers, directors, agents or employees of the Declarant and the officers and directors of other corporate Owners.
2. If the number of Managers to be elected is nine at the first meeting of the Association, the members shall elect three (3) Managers whose terms of office shall be fixed for three (3) years; three (3) Managers whose terms of office shall be fixed for two (2) years; ·and three (3) Managers whose terms of office shall be fixed for one (1) year. At the expiration of the initial term of office of each respective Manager, his successor shall be elected to serve a term of three (3) years. If less than nine (9) Managers are to be elected at least one third ( 1/3) of the Managers shall be elected annually.
3. Members of the Board of Managers shall be elected at the annual meeting of the members in the manner provided for in the Bylaws, provided, however, that the Declarant under the Declara­ tion shall be entitled to elect the members of the Board of Managers until such time as seventy-five percent (75%) of the Condominium Units within the Condominium Project have been conveyed, leased or rented, or December 31, 1987, whichever occurs first.
4. Managers may be removed and vacancies of the Board of Managers shall be filled in the manner to be _provided in the Bylaws.
5. The names and addresses of the members of the first Board of Managers who shall serve until the first election of Managers and until their successors are duly elected and qualified are as follows:
 Ronald s. Morgan 3600 South Yosemite Street, #900 Denver, Colorado 80237 Steven B. Chotin 3600 South Yosemite Street, #900 Denver, Colorado 80237 Marshall A. Abrahams 3600 South Yosemite Street, #900 Denver, Col0rado 80237 Any vacancies on the Board of Managers occurring before the first election of Managers shall be filled by the remaining Managers.
ARTICLE VIIOfficers
The Board of Managers shall appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board believes will be in the best interest of the Associa­tion. The Officers shall have such duties as may be prescribed in the Bylaws of the Association and shall serve at the pleasure of the Board of Managers.
ARTICLE VIIIConveyances and Encumbrances
Subject to the provisions of Article IV, Section 7 hereof, Association property may be conveyed or encumbered by authority of he Board qf Managers. Conveyances or encumbrances shall be by an instrument executed by the President or a Vice President and by the Secretary or an Assistant Secretary. Any encumbrance must be a p oved n writing by Owners owning two-thirds (2/3) of the Condo­minium Units conveyed by the Declarant.
ARTICLE IXInitial Registered Office and Agent
The initial registered office of the Corporation shall be 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237. The initial registered agent of such office shall be Marshall A. Abrahams.
ARTICLE XAmendment
Amendment of these Articles of Incorporation shall require the assent of seventy-five percent {75%) of the entire membership, provided, however, that no amendment of these Articles of Incorpo­ration shall be contrary to or inconsistent with the provisions of the Declaration.
ARTICLE XIDissolution
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds {2/3) of the members and three-fourths {3/4) of the first mortgagees of the Condominium Units. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes.
ARTICLE XIIGeneral
This Association is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for non­ profit purposes.
ARTICLE XIIIFHA/VA Approval
Until such time as seventy-five percent (75%) of the Con­ dominium Units within the entire Condominium Project have been conveyed, leased or rented, or December 31, 1987, whichever first occurs, the following actions will require the prior approval of the Federal Housing Administration and/or the Veterans Administration, if such agencies or entities have insured, guaranteed or own any mortgages on Condominium Units located at the Project: annexation of additional properties to the Project; mergers and consolidatons; mortgaging of Association property; dedication of Association property; dissolution; and amendment of these Articles.
ARTICLE XIVIncorporator
The incorporator of the Association and her address is as follows: Peggy Butler 718 17th Street, Suite 800 , Denver, Colorado 80202
STATE OF COLORADO - CITY AND COUNTY OF DENVER
The foregoing instrument was sworn me this, day of 9 August 2019 by Peggy Butler Incorporator of the Britttany Highlands Condominiums Association Inc. Witness my hand and official seal.My commission expires: 3-31-1981

Brittany Highlands Condominiums association Bylaws

ARTICLE IObject (Plan of Ownership)
1. The Brittany Highlands Condominium Association, Inc. shall be a nonprofit corporation.
2. The purpose for which this nonprofit Association is formed is to govern the Condominium Property which has been or will be subrnitted to the provisions of the Condominium Ownership Act of the State of Colorado by the recording of the Condominium Declaration for Brittany Highland Condominiums (hereinafter referred to as the "Declaration" as amended from time to time) and the Condominium Map for Brittany Highlands Condominiums. The defini­tions set forth in the Declaration shall also be applicable to these Bylaws.
3. All present or future Owners, tenants, future tenants or any other persons who might use in any manner the facilities of the Condominium Project or the property therein described are subject to the Regulations set forth in these Bylaws. The mere acquisition or rental of any of the Condominium Units or the mere act of occupancy of any of said Condominium Units will signify that these Bylaws are accepted, ratified and will be complied with.
ARTICLE IIMembership, Voting, Majority of Owners, Quorum, Proxies
1. Membership. Ownership of a Condominium Unit is required in order to qualify for membership in this Association. Any person on becoming an Owner of a Condominium Unit shall auto­matically become a member or co-member of this Association and be subject to these Bylaws. The Owner or Owners of a Condominium Unit shall hold and share the membership related to that Condominurn Unit in the same proportionate interest and by the same type of tenancy in which the title to the Condominium Unit is held, provided always that there shall be only one membership per Con­dominium Unit. Such membership shall terminate without any formal Association action whenever such person ceases to own a Condominium Unit, but such termination shall not relieve or release any such former Owner from any liability or obligation incurred under or in any way connected with this Association during the period of such ownership and membership in the Association or impair any rights or remedies which the Condominium Unit Owners have, either through the Board of Managers of the Association, or directly against such former Owner and member, arising out of or in any way connected with ownership and membership and the covenants incident thereto.
2. Voting. Each membership shall have one vote appurtenant thereto. When more than one person holds the membership, they Shall appoint one of their co-members as proxy to cast the vote for that membership. Such vote shall be cast as the Owners thereof agree, but in no event shall more than one vote per question be cast with respect to any one membership. If the co-members cannot agree as to the manner in which their vote should be cast when called upon to vote, then they will be treated as having abstained.
3. Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of members holding one-third (1/3) of the votes entitled to be cast shall constitute a quorum. Except as otherwise provided in these Bylaws, a vote by a majority of members present, either in person or by proxy, shall be required to transact the business of the meeting.
ARTICLE IIIAdministration
1. Association Responsibilities. The Owners of the Condominium Units will constitute the members of the Association, which will have the responsibility of administering the Condominium Project through a Board of Managers (hereinafter referred to as the "Board").
2. Place of Meeting. Meetings of the Association shall be held at such place within the State of Colorado as the Board may determine.
3. Annual Meeting. The first meeting of the Association members shall be held within one (1) year after the first Condo­ minium Unit is conveyed. Thereafter, the annual meeting of the Association shall be held during the month of October of each succeeding year. At such meetings there shall be elected by ballot of the members a Board of Managers in accordance with the requirements of Sections 1 and.4 of Article IV of these Bylaws. The members may also transact such other business of the Association as may properly come before them.
4. Special Meetings. The President may call a special meet­ ing of the members upon his own initiative or shall call a special meeting as directed by resolution of the Board or upon receipt of a petition signed by at least one-fifth (1/5) of_the members. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business except as stated in the notice shall be transacted at a special meeting unless by written consent of Owners entitled to vote two-thirds (2/3) of the voters attributable to Condominium Units conveyed by Declarant. Any such meetings shall be held at such reasonable place and time within metropolitan Denver, as the President determines, within thirty (30) days after receipt by the President of such a resolution or petition.
5. Notice of Meetings. The Secretary shall cause to be mailed, postage prepaid, or hand delivered, a notice of each annual or special meeting, stating the purpose thereof as well as the time and place it is to be held to each member of record at the regis­tered address of each member, at least fifteen (15), but not more than thirty (30) days prior to such meeting. The mailing of a notice in the manner provided in this Section or the delivery of such notice shall be nsidered notice served and the certificate of the Secretary that notice was duly given shall be prima facia evidence thereof.
6. Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting to a time not less than.forty-eight (48) hours from the time the original meeting was called, until a quorum as aforesaid shall be present or represented.
7. Order of Business. The order of business at all meetings of the members shall be as follows: (a) Roll call and certifying proxies. (b) Proof of notice of meeting or waiver of notice. (c) Reading of minutes oe preceding meetings. (d) Reports of Officers. (e) Reports of committees. (f) Election of Managers. (g) Unfinished business. (h) New business. (i) Adjournment.
8. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Condominium Unit.
ARTICLE IVBoard of Managers
1. Number and Qualification: Consistent with the provisions of Section 38 of the Declaration, the Declarant shall be solely entitled until seventy-five percent (75%) of all of the Condomin­ium Units in the Condominium Project, as the same may be enlarged from time to time, have been conveyed, rented or leased or Certifi­cate of Occupancy has been issued thereon, or until December 31, 1987, whichever occurs first, to elect the Board of Managers. Thereafter, there shall be elected any nine (9) members of the Association to the Board who shall thereafter govern the affairs of this Association until their successors have been duly elected and qualified. Managers shall be Owners (as defined in the Declaration) who, in the case of the Declarant or other corporate Owners, shall include the Officers, Directors, agents or employees of the Dec­ larant and the officers and directors of other corporate Owners.
2. Powers and Duties. The Board shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the condo­ minium community according to the highest standards achievable, relative to other condominium communities. Such powers and duties of the Board shall include, but shall not be limited to, the following, all of which shall be done for and on the behalf of the Owners of the Condominium Units:
(a) Within the limits of the annual budget, to administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations and all other provisions set forth in the Condominium Declaration submitting the Property to the provi­ sions of the Condominium Ownership Act of the State of Colorado, the Bylaws of the Association, and suplements and amendments thereto;
( b) To establish, make and enforce compliance with such Rules and Regulations as may be necessary for the operation and use of all of the general and limited common elements with the right to amend the same from time to time. A copy of such Rules and Regulations shall be delivered or mailed to each member upon the adoption thereof;
( c) To incur such costs and expenses as may be necessary to keep in good order, condition and repair all of the general and limited common elements and all iterms of common personal property;
(d) Subject to the provisions of Section 22 of the Declaration, to procure and maintain adequate insurance, including liability and hazard insurance, upon the insurable common elements and Condominium Units;
(e) To prepare a budget for the Association at least sixty (60) days prior to the commencement of each fiscal year, in order to determine the amount of the common expense assessments payable by the Owners to meet the common expenses of the Condomin ium Project, and allocate and assess such common expenses among the Conaominium Unit Owners as set forth in the Declaration and by vote of Owners entitled to vote two-thirds (2/3) of the votes attributable to Condominium Units conveyea by Declarant to increase the amount of the monthly common expense assessments above the limits provided ·in the Declar-ation and to levy and collect special assessments.
( f) To collect delinquent assessments by suit or other- wise and to enjoin or seek damages from a member as is provided in the Declaration and these Bylaws. The Board shall have the duty, right, power and authority to prohibit voting rights as well as use of recreational facilities if any, by any Condominium Unit Owner or by his tenants and lessees in the event that any assess­ ment made or installments thereof remains unpaid for more than thirty (30) days from the due date for payment thereof. Such rights may also be suspended after notice and hearing for a period not to exceed sixty (60) days for infraction of published Rules and Regu­lations of the Association;
(g) To protect and defend in the name of the Association any part or all of the Condominium Project from loss and damage by suit or otherwise;
(h) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the pro­ visions of the recorded Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board may deem necessary and upon the vote of two-thirds (2/3) of the votes attributable to Condominium Units conveyed by Declarant, 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;
(i) To enter into contracts to carry out their duties and powers and to hire and fire all personnel necessary for the operation, maintenance, repair and replacement of the common elements;
(j) 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;
(k) To make repairs, additions, alterations and improve­ ments to the common elements;
(l) To keep and maintain full and accurate books and records showing all of the receipts and disbursements and to permit examination thereof at any reasonable time by each of the members and first Mortgagees of Condominium Units, and to cause a complete audit of the books and accounts by a Certified Public Accountant, once each year;
(m) To prepare and deliver annually to each member a consolidated statement showing receipts and disbursements since the last such statement;
(n) To meet at least monthly;
(o) To control and manage the use of all parking areas, open spaces, common streets andother common property;
(p) Subject to the provisions of Section 41 of the Declaration, to employ for the Association a Managing Agent who shall be an independent contractor and who shall have and exercise those duties and powers granted to him by the Board, including those set forth above, but not those powers which the Board, by law, may not delegate, provided, however, that any contract with such Managing Agent shall not be for a term in excess of one (1) year and may be terminated on thirty (30) days' notice with or without cause or payment of a termination fee. Such management contract shall be renewable for successive one (1) year terms with the consent of the Association and the Managing Agent. The Board of Managers shall also be empowered to employ such other independent contractors or employees as they deem necessary and to describe their duties;
(q) To supervise all Officers, agents and employees of this Association, and to see that their duties are properly performed;
(r) As more fully provided in the Declaration, to: (1) Fix the amount of the annual common expense assessment against each Condominium Unit at least thirty (30) days in advance of each annual assessment period; (2) Send written notice of each annual common expense assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and ( 3) Foreclose the lien against any Condominium Unit for which assessments are not paid with in thirty (30) days after the due date or to bring an action at law against the Owner per­ sonally obligated to pay the same; Subject to the provisions of Section 25 of the Declaration, to issue or to cause an appropriate Officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board of Managers for the issuance of these certificates. If a certificate states an assessment has been paid, such certifi­ cate shall be conclusive evidence of such payment to that person who relies thereon to his detriment;
(t) To cause all Officers and employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(u) In general, to carry on the administration of this Association and to do all of those things necessary and reasonable in order to carry out the governing and the operation of this Condominium Project.
3. No Waiver of Rights. The omission or failure of the Association or any Condominium Unit Owner to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations or other provisions of the Declaration, the Articles of Incorporation, the Bylaws or the Rules and Regulations adopted pursuant thereto shall not constitute or be deemed a waiver, modification or release thereof, and the Board or the Managing Agent shall have the right to enforce the same thereafter.
4. Nomination, Election, Term of Office, and Compensation. At the first meeting of the Association, the term of office of three (3) Managers shall be fixed for three (3) years; The term of office of three (3) Managers shall be fixed for two (2) years; and the term of office of three (3) Managers shall be fixed for one (1) year. At the expiration of the initial term of office of each respective Manager, his successor shall be elected to serve a term of three (3) years. Except as is otherwise provided by these Bylaws, the Managers shall hold office until their successors have been elected and hold their first meeting. No Manager shall be entitled to receive any compensation for the performance of his duties, but shall be entitled to reimbursement for.expenses incurred by him and approved by the Board. Nomination for election to the Board of Managers shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Managers, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Managers prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nom­ inations for election to the Board of Managers as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Election to the Board of Managers shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
5. Vacancies. Vacancies in the Board caused by any reason other than the removal of a Manager by a vote of the Association shall be filled by vote of the majority of the remaining Managers, even though they may constitute less than a quorum; each person so elected shall be a Manager and shall serve for the unexpired term of his predecessor.
6. Removal of Managers. Subject to the provisions of Section 38 of the Declaration, at any regular or special meeting duly called, any one or more of the Managers may be removed with or without cause by a majority of the entire membership and a successor may then and there be elected to fill thevacancy thus created. Any Manager whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting prior to voting thereon.
7. Organization Meeting. The first meeting of a newly elected Board shall be held within ten ( 10) days following each annual meeting of the members at such place as shall be fixed by the Managers at the meeting at which such Managers were elected, and no notice shall be necessary to the newly elected Managers in order legally to constitute such meeting, providing a majority of the whole Board shall be present.
8. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by a majority of the Managers, but at least once during each calendar month. Notice of regular meetings of the Board shall be given to each Manager, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting.
9. Special Meetings. Special meetings of the Board may be called by the President on three days' notice to each Manager, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary in 1ike manner and on like notice on the written request of two or more Managers.
10. Waiver of Notice. Before or at any meeting of the Board any Manager may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Manager at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all of the Managers are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

11. Board of Managers' Quorum. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and the acts of the majority of the Managers present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any subsequent meeting where a qu6rum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
12. Fidelity Bonds. The Board shall require that any Officer and/or employee of the Association and any Managing Agent who handles or is responsible for Association funds furnish adequate fidelity bonds. The premiums on such bonds, in regard to the Association's Office rs and employees only shall be a common expense.
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ARTICLE VOfficers
1. Designation. The Officers of the Association shall be a President, a Vice President, a Secretary and Treasurer, all of whom shall be elected by the Board, and such assistant Officers as the Board shall, from time to time, elect. With the exception of the President, such Officers need not be members of the Board of Managers, but each shall be an Owner or an Officer or Director of a corporate Owner of a Condominium Unit in this Condominium Project, or the Declarant or its representative(s). 2. Election of Officers. The Officers of the Association shall be elected annually by the of each new Board and shall hold the pleasure of the Board. The Officers of the Association Board at the organization meeting office for one (1) year terms at the pleasure of the Board. 3. Resignation, Removal Vacancies, and Multiple Offices. Any Officer may be removed from office with or without cause upon an affirmative vote of the Board of Managers. Any Officer may resign at any time after giving written notice to the Board, 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 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. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.
4. President.
The President shall be the chief executive Officer of the Association. He shall preside at all meetings of the Association and of the Board. He shall have all of the general powers and duties which are usually vested in the office of presi­ dent of an association, including but not limited to the power to appoint committees from among the Owners from time to time as he may at his discretion decide are appropriate to assist in the conduct of the affairs of the Association.
5. Vice President.
The Vice President shall have all the powers and authority and perform all the functions and duties of the President, in the absence of the of President, or his inability for any reason to exercise such powers and functions or perform such duties and shall exercise and discharge such other duties as may be required of him by the Board.
6. Secretary.
The Secretary shall keep all the minutes of the meetings of the Board and the minutes of all meetings of the Association: he shall have charge of such books and papers as the Board may direct: he shall, in general, perform all the duties incident to the office of Secretary. The Treasurer may also serve as Secretary. The Secretary shall compile and keep up to date at the principal office of the Association a complete list of members and their registered addresses as shown on the records of the Association. Such list shall also show opposite each member's name the number or other appropriate designation of the Unit and the undivided interest in the common elements owned by such member. Such list shall be open to inspection by members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours. In addition, a list of all Mortgagees of Units shall be maintained. The records referred to in this sub­section may be maintained by the Managing Agent.

7. Treasurer.
The Treasurer shall have the responsibility for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and is disbursements in books belonging to the Association, provided, however, that when a Managing Agent has been delegated the responsibility of collecting and disbursing funds, the Treasurer's responsibility shall be to review the accounts of the Managing Agent not less often than semiannually.
ARTICLE VI Indemnification of Officers, Managers. and Managing Agent
1. Indemnification.
1. To the extent that indemnification is afforded through Officers' and Directors' personal liability insurance purchased by the Association and only to the extent of the amount actually afforded through such insurance, the Associa­tion shall indemnify every member of the Board of Managers and Officer, their respective successors, personal representatives and heirs against all losses, costs and expenses, including counsel fees, reasonably incurred by them in connection with any civil action, suit or proceeding to which they may be made parties by reason of their being or having been a member of the Board of Managers or Officer of the Association, except as to matters as to which they shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement (which must be approved by the Attorney for the insurers and paid out of the insurer's funds), indemnifica­ tion shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel of the insurer that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Manager or Officer in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such Manager or Officer may be entitled. For purposes of this Paragraph, neither the terms "Member of the Board of Managers" nor "Officer" shall ever include any Officer, Director, employee or agent of the Declarant nor .any management company heretofore or hereafter employed by the Association.
2. Other.
Contracts or other commitments made by the Board of Managers, Officers or the Managing Agent shall be made as agent for the Association and they shall not be personally liable thereon as long as they were acting within their authority in making such contracts and commitments.
ARTICLE VIIAmendments
1. Meeting. These Bylaws may be amended by the members at a duly constituted meeting of the members called for such purpose, provided, however, that no amendment shall conflict with or minimize the intended effect of the provisions of the Articles of Incorpora­ tion or the Declaration. Any amendment shall require the affirma­ tive approval of not less than fifty-one percent (51%) of the entire membership and the prior written approval of all the first Mort­gagees of the Condominium Units and, if such amendment affects any rights granted to a first Mortgagee herein or affects the security of its mortgage.
2. Enlargement
Until such time as the Declarant has con­ veyed, leased or rented seventy-five percent ( 75%) of the Condo­ minium Units within the Project, as the same ay be enlarged from time to time, or December 31, 1987, whichever event first occurs, the approval of the Veterans Administration and/or the Federal Housing Administration of the U.S. Department of Housing and Urban Development, if such agencies or entities have insured, guaranteed or own any mortgages on Condominium Units located at the Project shall be required for any amendments to the Articles of Incor­ poration or these Bylaws.
ARTICLE VIIIMortgages
1. Notice to Association. A member who mortgages his Condo­ minium Unit shall notify the Association through the Managing Agent, if any, or the Association's Secretary, giving the name and address of his Mortgagee. The Association shall maintain such information in a book entitled "Mortgagees of Units."
2. Notice of Unpaid Common Expenses.
The Association, if requested in writing by a Mortgagee of a Condominium Unit, shall promptly and continually thereafter report any then unpaid common expenses due from the Owner of its mortgaged Condominium Unit or any other default by the Owners of its mortgaged Condominium Unit which is not cured within thirty (30) days.
3. Notice of Amendment or Change in Board of Managers or Managing Agent.
The Association shall, prior to the effective date of any amendment to the Association's Articles of Incorpora­ tion or these Bylaws, send written notice of such amendment to all first Mortgagees of the Condominium Units who have requested in writing to receive such notice and who have informed th Asso­ciation in writing of their appropriate addresses.
4. Examination of Books.
Each member and each Mortgagee of a Condominium Unit shall be permitted to examine the books of account of the Association at reasonable times on business days. Any Owner shall be entitled to obtain a certificate of status of assessments setting forth the amount of any unpaid assessments or other charges due and owing from such Owner. The Association shall make available to Owners, lenders and holders, insurers, and guarantors of the first Mortgagee on any unit, upon request, current copies of the Declaration, the Bylaws and other Rules governing the Condominium and other books, records and financial statements of the Association.
ARTICLE IXEvidence of Ownership, Registration of Mailing Address, and Designationof Voting Representative
1. Proof of Ownership. Except for those members who ini­ tially purchase a Condominium Unit from the Declarant, any person on becoming an Owner of a Condominium Unit shall furnish to the Managing Agent or Board a machine or certified copy of the re­ corded instrument vesting that person. with an interest or owner­ ship in the Condominium Unit which copy shall remain in the files of the Association. In case of a contract for purchase . and sale, pursuant to an executory land sales contract wherein the Administrator of Veterans' Affairs (Veterans Administration) is seller, whether such contract is owned by the Veterans Administration or its assigns, and whether such contract is recorded or not, the interest of the contract purchaser(s) or his or their assign(s) may be evidenced by a copy of the executory land sales contract and any assignment(s) thereof certified by the Veterans Administration or if recorded by certified copies from public records.
2. Registration of Mailing Address.
The Owners or several Owners of an individual Unit shall have one and the same regis­ tered mailing address to be used by the Association for mailing of monthly statements, notices, demands and all other communications, and such registered address shall be the only mailing address of a person or persons, firm, corporation, partnership, association or other legal entity or any combination thereof to be used by the Association. Such registered address of a member or members shall be furnished by such member(s) to the Managing Agent or Board within fifteen ( 15) days after transfer of title, or after a change of address, and such registration shall be in written form and signed by all of the Owners of the Condominium Unit or by such persons as are authorized by law to represent the interest of (all of) the Owners thereof.
3. Designation of Voting Representative Proxy.
If title to a Condominium Unit is held by more than one person or by a firm, corporation, partnership, association other legal entity or any combination thereof, such Owners may execute a proxy appoint­ing and authorizing one person or alternate persons to attend all annual and special meetings of members and thereat to cast whatever vote the Owner himself might cast if he were personally present. Such proxy shall be effective and remain in force unless voluntarily revoked, amended, or sooner terminated by operation of law, pro­ vided, however, that within thirty (30) days after such revocation, amendment, or termination, the Owners may reappoint and authorize one person or alternate persons to attend all annual and special meetings as provided by this Section 3.
ARTICLE XObligations of the Owners
1. Notice of Lien or Suit. A member shall give notice to the Association of every lien or encumbrance upon his Condominium Unit, other than for taxes and special assessments. 2. Mechanic's Lien. Each member agrees to indemnify and to hold each of the other members harmless from any and all claims of mechanic's liens filed against other Units and the appurtenant common elements for labor, materials, services, or other products incorporated in the member's Unit. In the event such a lien is filed and/or a suit for foreclosure of a mechanic's lien is com­ menced, then within ten ( 10) days thereafter, such member shall be required to deposit with the Association cash or negotiable securities equal to one and one-half (1-1/2) of the amount of such claim. A portion of said sum may be used by the Association for any costs and expenses incurred, including attorney's fees in­ curred for legal advice and counsel. Except as is otherwise provided, such sum or securities shall be held by the Association pending final adjudication or settlement of the claim or litigation. Disbursement of such funds or proceeds shall be made by the Association to ensure payment of or on account of such final judgment or settlement. Any deficiency, including attorney's fees incurred by the Association, shall be paid forthwith by the subject Owner and his failure to so pay shall entitle the Association to make such payment, and the amount thereof shall be a debt of the Owner and a lien against his Condominium Unit which may be fore­ closed as is provided in Section 24 of the Condominium Declaration. All advancements, payments, costs and expenses, including attorney's fees incurred by the Association shall be forthwith reimbursed to it by such member(s), and the member shall be liable to the Association for the payment of interest at the rate of ten percent ( 10%) per annum on all such sums paid or incurred by the Association. 3. Maintenance and Repair. (a) Every member must perform promptly, at his own ex­ pense, all maintenance and repair work within his own Condominium Unit which, if omitted, would affect the appearance or the physical or aesthetic integrity of part or all of the Condominium Project. (b) All the repairs of internal installations of the Unit such as water, lights, gas, power, sewage, telephone, sani­ tary installations, doors, windows, electrical fixtures and all other accessories, equipment and fixtures shall be at the member's expense, but subject to the supervision and control of the Associa­tion, or its managing agent. (c) A member shall be obligated to reimburse the Associ­ation promptly upon notice, hearing and receipt of the Associa­tion's statement for any expenditures incurred by it in repairing or replacing any general or limited common element damaged by an owner's negligence or by the negligence of his tenants, agents or guests, or those limited common elements which an Owner, pursuant to the Declaration, is obligated to maintain. 4. Uses of Units - Internal Change . (a) All Units shall be- utilized for only residential purposes as is provided in the Declaration. (b) A member shall not make structural modifications or alterations to his Unit or installations located therein without the written approval of the Board. The Board shall be notified in writing of the intended modifications through the Managing Agent, or if no Managing Agent is employed, then through the President of the Board. The Association shall have the obligation to answer a member's request within thirty (30) days after such notice and failure to do so within such time shall mean that there is no objection to the proposed modifications or alterations.
 5. Use of General Common Elements and Limited Common Element. Each Owner may use the general common elements, the limited common elements, sidewalks, pathways, roads and streets located within the entire Condominium Project in accordance with the purpose for which they were intended without hindering or encroaching upon the lawful rights of the other Owners, subject to the Rules and Regulations established by the Board as is provided in Section 7 of this Article. 6. Rules and Regulations. (a) The initial Rules and Regulations, if any, shall be effective until amended or supplemented by the Board. (b) The Board reserves the right to.establish, make and enforce compliance with such additional Rules and Regulations as may be necessary for the operation, use, and occupancy of this Condominium Project with the right to amend the same from time to time. Copies of such Rules and Regulations shall be furnished to each Owner prior to the date when the same shall become effective.
 7. Destruction and Obsolescence. Each member, upon becoming an Owner of a Condominium Unit, thereby grants his power of attorney in favor of the Association, irrevocably appointing the Association his attorney-in-fact to deal with the member's Condominium Unit upon its damage, destruction, or obsolescence, all as is provided in the Declaration.
ARTICLE XIAssociation Not-for-Profit
This Association is not organized for profit. No member, member of the Board, Officer, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, distributed to or inure to the benefit of any member of the Board, Officer or member, provided, however, that any member, Manager 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. The provisions herein are not applicable to the Managing Agent who shall perform his manager's duties and functions as an independent contractor according to a written agreement for the compensation stated therein.
ARTICLE XIIDocument Conflict
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. In the case of any conflict between the Declaration and these Bylaws or between the Declaration and the Articles of Incor­poration, the Declaration shall control.
ARTICLE XIIIAssessments
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the Owner's Unit. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty ( 30) days after the due date, the assessment shall bear interest from the date of delin­ quency at the rate of ten percent ( 10%) per annum, and the Associ­ation may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Con­ dominium Unit, and interest, costs, and reaonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse of the common elements or abandonment of his Condominium Unit.
ARTICLE XIV Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: "Brittany Highlands Condominium Association, Inc. Colorado."
ARTICLE XV Miscellaneous
The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first {31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all the members of the Board of Managers of the Brittany Highlands Condominium Association, Inc., have hereunto set our hands this 1st day of July, 1981 .

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