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RECEIVED 8/10/2007 at 3:43 PM
RECEIVING # 932058
BOOK: 668 PAGE: 509
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
000509
BEDFORD MEADOWS
DECLARATION OF COVENANTS, CONDITIONS
AND RESTRICTIONS
1.
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TABLE OF CONTENTS
00051.0
DEFINITIONS .......................................................... 3
PURPOSES OF COVENANTS. . . . . . . . . . . . . . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
COVENANTS AND COMPLIANCE ....................................... 5
3.1. PRIOR COMMITTEE APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2. RESIDENTIAL USES .............................................. 6
3.3. SQUARE FOOTAGE AND WIDTH REQUIREMENTS.................. 6
3.4. SETBACK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
3.5. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
3.6. RE-SUBDIVISION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
3.7. LANDSCAPING............................................······· 6
3.8. NUISANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
3.9. CONDITION AND REFUSE REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.10. TEMPORARY RESIDENCES... . . . . . . .. . . . . .. . . ... . . . . . . . . .... . . . . .. 7
3.11. SIGNS.......................................................·.··· 7
3.12. ANIMALS ........................................................ 7
3.13. EASEMENTS...................................................... 8
3.14. ASSESSMENTS................................................... 8
ARCHITECTURAL CONTROL COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
BEDFORD MEADOWS OWNERS ASSOCIATION, INC ....... r . . . . . . . . . . . . 9
IRRIGATION WATER RIGHTS ........................................ 10
COVENANT ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
COVENANTS APPURTENANT ......................................... 10
EXPANSION OF SUBDIVISION........................................ 10
CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
Declaration of Covenants - Page 2
1859Covenants (7/12/07)
DECLARATION OF COVENANTS, CONDITIONS
AND RESTRICTIONS OF
BEDFORD MEADOWS
00051j.
KNOW ALL MEN BY THESE PRESENTS:
SAL T RIVER HOMES, LLC, a Wyoming Limited Liability Company, hereinafter referred
to as "SALT RIVER" , is the owner of the property described as:
Lots 17 through 21, of Townsite of Bedford, Block 5, Fourth
Filing, and Lots 23 through 27, of Townsite of Bedford, Block 5,
Fifth Filing, County of Lincoln, State of Wyoming, according to
the recorded plat(s) thereof, and
GENEVA LAND AND CATTLE, LLC, an Idaho Limited Liability Company, hereinafter
referred to as "GENEVA", is the Owner of the property described as:
Lots 3 through 7, of Townsite of Bedford, Block 4, Second
Filing, and Lots 11 through 15, of Townsite. of Bedford, Block 5,
Third Filing, County of Lincoln, State of Wyoming, according to
the recorded plat(s) thereof,
"SALT RIVER" and "GENEVA", jointly, hereinafter referred to as the "DECLARANT",
do hereby impress the following covenants, conditions and restrictions ("COVENANTS")
on the above described property (also referred to as the "SUBDIVISION").
1. DEFINITIONS:
1.1. "ARTICLES" shall refer to the Articles of Incorporation of the
Bedford Meadows Owners Association, Inc., and any amendments thereto, as filed
with the Wyoming Secretary of State.
1.2. "ASSESSMENTS" shall consist of Regular, Special and/or Limited
Assessments and are more fully described and defined in the By-Laws of the
Association. Such Assessments shall be assessed to the Lot Owners in accordance
with the provisions of the By-Laws.
1.3. "ASSOCIATION" shall refer to the Bedford Meadows Owners
Association, Inc., a Wyoming non-profit corporation, composed of all of the Owners
who own Lots within the Subdivision.
1.4. "BOARD" shall refer to the Board of Directors of Bedford Meadows
Owners Association, Inc. The Board shall be the Management Body of the
Association as selected by Members of the Association.
1.5. "BOARD RULES" shall mean those rules and/or regulations which
the Board adopts to control, regulate and/or restrict the use, management, operation
or otherwise of the Common Areas and such other matters which the Association
Declaration of Covenants - Page 3
1859Covenants (7/25/07)
shall have responsibility for.
1.6. "BY-LAWS" shall refer to the By-Laws of the Association.
. 000512
1.7. "COMMITTEE" shall refer to the Architectural Control Committee
and/or its designated representative (see paragraph 4 hereinafter).
1.8. "COMMON AREA" shall refer to those portions of the Subdivision
shown on the respective Subdivision Plats as streets and/or roads (private or
otherwise) .
1.9. "COMMON EXPENSE" shall refer to any amounts, costs, fees,
charges and/or expenses paid or incurred for the care, maintenance (including snow
removal) and/or repair of the streets and roads within the Subdivision, and/or such
amounts, costs, fees, charges and/or expenses which are established and/or
determined by the Board to be for the common good and benefit of the Owners of the
Subdivision pursuant to the provisions contained in the Documents.
1.10. "COUNTY" shall refer to the County of Lincoln, State of Wyoming.
1.11. "COVENANTS" shall refer to the covenants, conditions and
restrictions contained in this Declaration.
1.12. "DECLARANT" shall refer to the Declarant identified in the
Declaration.
1.13. "DECLARATION" shall refer to this document as recorded with the
Lincoln County Clerk's Office, State of Wyoming.
1.14. "DOCUMENTS" shall refer collectively to the Articles, By-Laws and
the Declaration.
1.15. "IMPROVEMENT" shall mean any structure, facility or system, or
other improvement or obj ect, whether permanent or temporary, which is erected,
constructed or placed upon, under or in any portion of a Lot, including, but not
limited to: buildings, fences, driveways, sidewalks, curbs, landscaping, signs, lights,
mailboxes, electrical lines, pipes, pumps, ditches and other facilities or fixtures of
any kind whatsoever.
1.16. "LOT" shall refer to a parcel of property as legally described as a Lot
on the Plats of the Property described hereinbefore.
1.17. "MEMBER" shall refer to a Member of the Association.
1.18. "MEMBER PRIVILEGES" or "PRIVILEGES" shall refer to the
rights and privileges of a Member in the Association as afforded by, but subject to,
the covenants, conditions and restrictions contained in the Documents (see By-Laws
for more detail).
1.19. "MORTGAGE" means any mortgage, deed of trust, or other security
instrument by which a Lot or any part thereof is encumbered.
1.20. "MORTGAGEE" means any person, bank, savings and loan
association, established mortgage company, or other entity chartered under federal or
Declaration of Covenants - Page 4
1859Covenants (7/25107)
state laws, or any successor to the interest of such, named as Mortgagee, trust
beneficiary, or creditor under any Mortgage, as Mortgage is defined in the
immediately preceding subparagraph. 000513
1.21. "OWNER" means any person or entity who holds an ownership
interest in a Lot as reflected in the records of the Clerk's Office of Lincoln County,
State of Wyoming. Each Owner of a Lot within the Subdivision shall be a Member
of the Association. "Owner" shall refer to the record Owner, whether one or more
persons or entities, of fee simple title to any Lot, including contract Sellers, but
excluding those having such interest merely by security for the performance of an
obligation. "Owner" does not refer to any Mortgagee, as herein defined, unless such
Mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of
foreclosure.
1.22. "PLAT" shall mean the recorded Plates) of the Property(ies) described
hereinbefore. Any such Plat(s) and the specifications therein are incorporated and
made a part of this Declaration by this reference.
1.23. "REFUSE" shall refer to rubbish, refuse, garbage, or other wastes.
1.24. "SUBDIVISION" shall refer to and include all of the Lots described
hereinbefore.
2. PURPOSES OF COVENANTS: The purposes of these Covenants include,
but are not limited to: to assure, enforce and uphold the covenants, conditions, restrictions,
standards, qualities and uses contained in this Declaration; to maintain and increase
property values through the proper management and oversight of all improvements within
the Subdivision; and to enable and enhance harmony with, conformance to, and assure
complementary standards, design, style, aesthetics, architecture, landscape, color scheme,
finish, and quality of workmanship and materials of all construction and improvements
within the Subdivision. However, notwithstanding the foregoing or any provision
hereafter, no provision or requirement of this Declaration shall be construed as to
prevent or limit Declarant's right to carry out and complete the development of the
Subdivision and to construct improvements thereon, nor Declarant's right to maintain
model homes, construction, sales or leasing offices or similar facilities on any portion
of the Subdivision, nor Declarant's right to post signs incidental to construction, sales
or leasing.
3. COVENANTS AND COMPLIANCE: All Owners shall comply with the
covenants, conditions, and restrictions contained in this Declaration, the Articles and the
By-Laws, and shall require compliance from their children, tenants, guests, employees and
any other person whom they invite into the Subdivision.
3.1. PRIOR COMMITTEE APPROVAL: No Improvements which will
be visible above the ground or which will ultimately affect the visibility of any above
ground Improvements shall be built, erected, placed or materially altered on a Lot,
including without limitation, change of exterior colors or materials, unless and until
the building or other plans, specifications and plot plan thereof have been reviewed
in advance and the same approved by the Committee. The Committee may, in its
reasonable discretion, approve or disapprove such Improvements based upon all
relevant factors, including without limitation: design and style, mass and form, value,
topography, setback requirements, exterior color and materials, quality of materials
Declaration of Covenants - Page 5
1859Covenants (7/25/07)
and workmanship and the physical or aesthetic conformity to surrounding terrain and
other Improvements within the Subdivision. Notwithstanding the above provisions,
this Declaration is not intended to serve as authority for the Committee to control the
interior layout or interior design of buildings except as to the extent incidentally
necessitated by use and size requirements.
0005:14
3.2. RESIDENTIAL USES: No Lot shall be used except for residential
purposes as permitted and described in the Covenants. No buildings or structures
shall be erected, altered, placed, or permitted to remain on any Lot other than one
detached single family dwelling not to exceed two stories in height, unless approved
by the Committee. Non-residence buildings, sheds, outbuildings, and other
outbuildings may be located on a Lot in combination with the residence if the
structure is harmonious in style and similar in workmanship, materials, design and
style as the residence.
3.3. S~UARE FOOTAGE AND WIDTH REOUIREMENTS: The ground
floor area of the main structure, exclusive of one story open porches and garages,
shall not be less than 1200 square feet on a one story dwelling, nor less than 1600
combined square footage for all floors above ground level for a dwelling of more
than one story. No residence shall be less than twenty-four (24) feet wide and all eve
overhangs of residences shall be at least sixteen (16) inches.
3.4. SETBACK: All setback measurements required hereunder shall be
from the foundation. The front of any building shall not be located nearer to the
street right-of-way line than twenty (20) feet. The side of any building shall not be
located nearer than ten (10) feet to the side lot line or twenty (20) feet to a street/road
right of way. The rear of any building shall not be located nearer to the rear lot line
than twenty-five (25) feet. No fence or wall shall 'be erected, placed or altered on
any Lot nearer to the front Lot line than the front building set back line. All sheds or
other outbuildings associated with the property shall be located behind the residence
on the Lot and in accordance with the County Zoning Ordinance.
3.5. CONSTRUCTION: Construction of all buildings or structures,
residential or otherwise, shall be completed not later than twelve (12) months from
the date of commencement (deemed to be upon issuance of the building permit) of
construction thereof. Completion of construction of the structure shall be deemed to
be upon issuance of the Certificate of Occupancy unless otherwise approved by the
Committee. Subsequent to conveyance from Declarant, the Lot Owner shall maintain
and keep the Lot in a clean and good condition (see also paragraphs 3.8, 3.9, and 3.10
hereinafter).
3.6. RE-SUBDIVISION: No Lot shall be subdivided or re-subdivided from
the Lot size and dimension as reflected on the Plat(s) of the Property without the
approval of the Committee.
3.7. LANDSCAPING: Each Lot shall include lawn and landscaping around
the residence located thereon. In addition, the area lying between the pavement of the
street and the Lot line (or the street right of way line, if the applicable Lot is subject
to such) shall include lawn and/or landscaping. All lawn and landscaping shall be
completed within one (1) year of construction completion of the residence (deemed
to be the date of the County issuance of the occupancy permit therefor) or the date of
purchase from a Home builder, whichever is later. Each Lot Owner shall construct,
maintain (and water as may be proper), repair and/or replace the lawn and/or
landscaping located upon his Lot and the area lying between the pavement of the
Declaration of Covenants - Page 6
1859Covenants (7/25/07)
street and his Lot line (or the street right of way line ifhis Lot is subject to such).
3.8. NUISANCE: No noxious, offensive, hazardous (including the
discharging of firearms and open fires except in a self-contained barbecue unit while
attended and in use for cooking purposes), or annoying activity, nor immoral,
improper, or unlawful use shall be allowed or permitted on any Lot. Excluding
construction activities of improvements on a Lot, any activity or use which is or
becomes an annoyance and/or nuisance to, or interferes with, the peaceful possession
and proper use of any Lot, shall be prohibited.
00051.5
3.8.1. The terms "offensive" and/or "improper" shall include the open
storage of junk, old machinery or equipment, non-operating automobiles,
trucks, or other vehicles, and/or other forms of bulk storage not normally
associated with the residential use of property. Storage of such items may
only be permitted if confined to specific locations and defined areas enclosed
by a building, which blocks or conceals the visibility thereof from any other
portion, location or improvement within the Subdivision. A fence shall not
qualify as a building for such purposes.
3.8.2. Without limiting the generality of any of the foregoing
provisions, no external speakers, horns, whistles, bells or other sound devices
used exclusively for security purposes, shall be located, used, or placed upon
any Lot except upon Committee approval.
3.9. CONDITION AND REFUSE REMOVAL: Each Lot and all
improvements thereon shall be kept in a clean and sanitary condition and no refuse
(rubbish, garbage, or other wastes) shall be burned, dumped, kept on, allowed to
accumulate (except in sanitary containers or equipment as the Committee may
approve) or cause a fire hazard on any Lot. All refuse shall be disposed of in
accordance with the Health and Safety regulations of Lincoln County and the State of
Wyoming, or such regulations and/or requirements as the Committee may determine.
The right to enter upon any Lot for the purpose of cleaning and removal of refuse as
the Committee may reasonably determine is hereby reserved to the Committee. The
costs and expenses thereof shall be the responsibility of the respective Lot Owner
and shall become a lien on the Lot upon completion of the work.
3.10. TEMPORARY RESIDENCES: No structure of a temporary
character, trailer, basement, tent, shack, garage, barn, or other outbuilding shall be
used on any Lot at any time as a dwelling or residence either temporarily or
permanently.
3.11. SIGNS: Except for the following described signs, no sign of any kind
shall be displayed to the public view on any Lot: one sign of not more than five (5)
square feet advertising the property for sale or rent; or signs used by Declarant and/or
a builder to advertise the property during the construction and sales period.
3.12. ANIMALS: No animals, livestock, or poultry of any kind shall be
raised, bred, kept or otherwise permitted on any Lot, without the Committee's
approval, except dogs, cats and/or other household pets, provided they are not kept,
bred, or maintained for any commercial purposes, nor allowed to become a nuisance
or disturbance to the neighborhood. One doghouse per dwelling may be permitted
provided that both the doghouse and surrounding area are kept in a neat and orderly
fashion, and in a clean and non-offensive manner. ,No dogs runs, pens or kennels
shall be allowed without the approval of the Committee. No animal shall be allowed
Declaration of Covenants - Page 7
1859Covenants (7/25/07)
to roam free in the neighborhood or enter upon other private property.
3.13. EASEMENTS: Easements for the installation and maintenance of
utilities are reserved as shown on the recorded Plat(s) or as described herein. No
building shall be located within the said easements. 00051.6
3.14. ASSESSMENTS: Each Owner of a Lot, by acceptance of a deed
therefor, whether or not it shall be so expressed in the deed, is deemed to covenant
and agree to pay the Association such Regular, Special and/or Limited Assessments
as set forth in the Association By-Laws and as enacted from time to time by the
Board.
4. ARCHITECTURAL CONTROL COMMITTEE:
4.1. INITIAL COMMITTEE: The initial Committee shall be composed of
the three persons and the initial Committee Members shall be: Joseph Belloff, Gerre
McClintick and Jayce Howell. All decisions of the Committee shall be by a majority
vote thereof unless the Committee designates a representative to act therefor. In the
event the Committee designates a representative therefor, all submissions shall be to
the representative and the representative's decision shall be binding as a decision of
the Committee.
4.2. COMMITTEE APPROVAL: Requests for the Committee's approval
on any and all matters contained, restricted or to be determined in or under, or any
question or dispute as to compliance with these Covenants shall be submitted to the
Committee in writing. Detailed construction, improvement (including plot plan, side
yards, setbacks, topography and finish grade location specifications, elevations and
materials), landscape, and drainage plans and specifications setting forth and
including: quality of workmanship, types and quality of materials, and harmony of
external design must be submitted and approved by the Committee prior to
commencement of construction. The Committee in writing may: a) approve; b)
approve conditioned upon changes to the plans and/or specifications; or c)
disapprove the plans. In the event, the Committee fails to approve or disapprove
such matter within thirty (30) days after plans and specifications have been submitted
to it, or in any event, if no suit to enjoin the construction has been commenced prior
to the completion thereof, approval shall be deemed to have been given and the
related covenant, conditions and/or restrictions shall be deemed to have been duly
complied with.
4.3. COMPLIANCE: All construction must be completed in conformance
with and comply to the plans and specifications submitted to and as approved by the
Committee. All construction which does not conform or comply must be corrected
within thirty (30) days of written notice by the Committee to the Owner.
4.4. DECISIONS: The Committee's decision on any matter, dispute,
compliance or conformance issue, covenant, condition or restriction shall be final
and binding upon all parties concerned and all Owners within the Subdivision. All
agreements, decisions and determinations made by the Committee pursuant to these
Covenants shall be deemed to be binding on all Owners and shall inure to their
benefit. .
4.5. VARIANCES: The Committee may grant and authorize variance from
compliance with any of the architectural provisions of this Declaration, including
Declaration of Covenants - Page 8
1859Covenants (7/25/07)
restrictions upon height, size, floor area or placement of structures, or similar
restrictions, when it deems such action reasonable and appropriate under the
circumstances, which may include, but not be limited to: topography, natural
obstructions, hardship, aesthetic or environmental considerations. Such variances
must be evidenced in writing and must be signed by at least two (2) Committee
Members. If such a variance is granted, no violation of the Covenants contained in
this Declaration shall be deemed to have occurred. The granting of such variance
shall not operate to waive any of the terms and provisions of this Declaration for any
purpose, except as to the particular property and particular provision covered by the
variance, nor shall it affect in any way the Owner's obligation to comply with all
governmental laws and regulations affecting use of his Lot or premises, including but
not limited to, zoning ordinances and Lot setbacks,lines or requirements imposed by
any governmental or municipal authority. 00051. 7
4.6. VACANCY: In the event of death, inability to serve, or resignation of
any Committee Member, the remaining Committee Members shall have full authority
to designate a successor.
4.7. ACTIONS OF COMMITTEE: The actions, non-actions or negligence
of the Members of the Committee shall not be actionable under any circumstances.
4.8. COMMITTEE DUTIES PASS TO ASSOCIATION BOARD: At
such time as Declarant no longer owns any Lots within the Subdivision, including
additional divisions, the Committee shall automatically dissolve and the Board shall
assume the duties, obligations and responsibilities of the Committee.
5. BEDFORD MEADOWS OWNERS ASSOCIATION. INC.: Within thirty
(30) days of recordation of this Declaration, the BEDFORD MEADOWS OWNERS
ASSOCIATION, INC., a non-profit Corporation, shall be created (a copy of the Articles of
Incorporation andBy-Laws are attached hereto as Exhibit' "A" and "B", respectively, and are
hereby incorporated herein as though set forth in full). The purposes, powers, duties and
obligations of the Corporation shall be all of the purposes, powers, duties and obligations as
set forth in the Documents. The Association shall perform and carry out the purposes,
duties and obligations of the Association, and enforce the conditions, covenants and
restrictions as provided and contained in the Documents, and in accordance with the Laws
of the State of Wyoming. The Association shall be managed and operated by a Board of
Directors ("Board") which shall be elected (except the first Board of Directors) by the
Members in accordance with the Association By-Laws.
5.1. PERSONAL LIABILITY: No member of the Board or any committee
of the Association (including but not limited to the Architectural Control Committee)
or any officer of the Association, or the Declarant, or the Director, if any, shall be
personally liable to any Owner or Member, or any other party, including the
Association, for any damage, loss or prejudice suffered or claimed on the account of
any act, omission, error, or negligence; provided such person has, upon the basis of
such information as may be possessed by him, acted in good faith without willful or
intentional misconduct.
5.2. BOARD RULES: Subject to the approval of Declarant (until
Declarant no longer owns any Lots within the Subdivision) the power to adopt,
amend and repeal by majority vote of the Board such management, use and/or
operational rules and regulations ("Board Rules") as the Board deems reasonable for
the maintenance, operation, management, occupation and control of the streets and
Declaration of Covenants - Page 9
1859Covenants (7/25/07)
roads within the Subdivision, and which are consistent with the Documents described
above. The Board may adopt the initial Board Rules without giving notice to the
Owners; however, subsequent Board Rules shall be adopted only after due notice of
the proposed Rules are given to the Owners, and the Owners are given an opportunity
to present arguments for or against such Rules. When an amendment, alteration, or
repeal of any Rules is or are made, the effective date shall be when a copy thereof is
delivered to the mailbox of each Owner.
000518
6. IRRIGATION WATER RIGHTS: Notice is hereby given: Each Lot has
irrigation water available to it through a gravity flow Irrigation Water System and pipeline.
Each Lot may be subject to assessments therefrom.
7. COVENANT ENFORCEMENT: Enforcement of the covenants, conditions
and restrictions contained in this Declaration shall be by proceedings at law or in equity
against any person or persons violating or attempting to violate any said covenant,
condition, or restriction. Remedies shall include but not be limited to: restraining the
violation; restoring the properties to the proper condition; and/or recovering damages. Each
Owner, any group of Owners, and/or the Committee shall have standing authority unless
otherwise provided, to enforce by any legal means, including suit for specific performance,
injunctive relief or damages, the provisions of this Declaration. All costs and expenses
thereof, including attorney's fees, shall be paid by the defaulting party whether such is
incurred by the filing of suit or otherwise. In the event an action is brought by the
Committee for enforcement and/or restriction and the costs and expenses thereof are not
recoverable from the defaulting party for any reason, said costs and expenses shall be paid
equally by all Lot Owners within the Subdivision (as a Special Assessment).
8. COVENANTS APPURTENANT: All rights, privileges, obligations, duties,
easements, covenants, conditions and/or restrictions created hereunder shall be an
appurtenance to and run with the land. The duties, obligations, covenants, conditions and
restrictions contained herein shall be a burden running with the land and not separable
therefrom, and shall be perpetual in character and nature. The covenants, conditions and
restrictions contained herein may be altered, amended and/or modified by a two-thirds
(2/3rds) majority vote of the Lot Owners within the Subdivision (each Lot having one vote).
9. EXPANSION OF SUBDIVISION: The Subdivision described hereinbefore
consists of twenty lots. Additional undeveloped property is contiguous to the Subdivision
and Salt River Homes, LLC may determine to develop and/or build on such contiguous
property as additional phases and divisions of the Subdivision. Therefore, Salt River
Homes, LLC hereby reserves the right to expand the Subdivision for a period of not to
exceed ten (10) years from the date of recordation hereof, to include additional phases
and/or divisions consisting of lots of the same general use, size and nature, and Common
Areas of the same general use and nature as those in this Subdivision. The lot owners of the
new phase or division shall be Members of the Bedford Meadows Owners Association, Inc.
and subj ect to the covenants, conditions and restrictions of this Declaration. Upon
completion of each expansion, phase or division, the then existing Owner's (Member's)
percentage share of the Expenses of the Association shall be diminished in a proportion
equal to the number of lots added in the new completed phase or division. Division 1 (the
Subdivision as described hereinbefore) and all new phases or divisions shall be managed
and governed as one Subdivision and the Association as one Owners Association for all the
Subdivisions, phases, and/or divisions without regard to the phases and/or divisions.
Declaration of Covenants - Page 10
1859Covenants (7/25/07)
"Completion" for purposes of this paragraph shall mean at such time as when the new
Division's plat has been recorded.
9.1. METHOD OF EXPANSION: The expansion of the Subdivision may
be accomplished in phases (additional divisions) by successive supplements by Salt
River Homes, LLC filing for record in the Lincoln County Wyoming Clerk's Office,
a supplement to this Declaration containing:
00051.9
9.1.1. The legal description(s) of the real property on which additional
lots and/or Common Areas will be built; and
9.1.2. A plat reflecting the new lots and Common Areas within the
phase or division.
10. CONSTRUCTION:
10.1. SEVERABILITY: Invalidation of any phrase, sentence, clause,
paragraph or provision contained herein by judgement or court order shall in no
course operate or render this Declaration invalid, nor be construed to invalidate or
affect any other phrase, sentence, clause, paragraph or provision in this Declaration.
10.2. GENDER AND NUMBER: The singular, wherever used herein, shall
be construed to mean the plural when applicable, and the necessary grammatical
changes required to make the provisions hereof apply either to corporations or
individuals, men or women, shall in all cases be assumed as though in each case fully
expressed.
10.3. WAIVERS: No Provisions contained herein shall be deemed to have
been waived by reason of any failure to enforce it, irrespective of the number of
violations which may occur.
10.4. TOPICAL HEADINGS: The topical headings of the paragraphs
contained herein are for convenience only and do not define, limit or construe the
contents of t ar raphs herein.
DATED:
By:
Declaration of Covenants - Page 11
1859Covenants (7/25/07)
STATE OF IDAHO )
) SS.
)
000520
\5 , before me, the undersigned, personally appeared
Laurence B. Rei t and Joseph Belloff, known or identified to me to be Managers of the
Salt River Homes, LLC that executed the within instrument and acknowledged to me that
such Limited Liability Company executed t e ame.
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STATE OF IDAHO
)
) SS.
)
~\j , before me, the undersigned, personally appeared
J ayce Howell, wn or identified to me to be Manager of the Geneva Land and Cattle, LLC
that executed the within instrument and ack owledged to me that such Limited Liability
Company executed the same.
t1c~idlnç¡ at IORhn "''''J~. 1~1 1Io
My COrAllliMion ~f!\t&: OtiW~
Declaration of Covenants - Page 12
1859Covenants (7/25/07)
EXHIBIT A
00052~t
BEDFORD MEADOWS
OWNERS ASSOCIATION,
INC.
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
BEDFORD MEADOWS
OWNERS ASSOCIATION, INC.
a Wyoming Non-Profit Corporation
KNOW ALL MEN BY THESE PRESENTS:
000522
That we, the undersigned, acting as the incorporators under the provisions ofthe Wyoming
Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such
corporation.
1. NAME: The name of this corporation shall be:
BEDFORD MEADOWS OWNERS ASSOCIATION, INC.
and said corporation is and shall be a mutual benefit corporation.
2. PURPOSES: The purposes of the Corporation shall include, but not limited to:
2.1. The management, care, improvement (including capital improvement),
operation, maintenance (including snow removal), repair and/or replacement of the Common
Areas (streets and/or roads) located within the property (together with any additional
properties included by Supplement(s) as permitted in the Declaration), hereinafter referred to
as the "Subdivision", described as:
Lots 17 through 21, of Townsite of Bedford, Block 5, Fourth
Filing, and Lots 23 through 27, of Townsite of Bedford, Block
5, Fifth Filing, County of Lincoln, State of Wyoming,
according to the recorded plates) thereof, and
Lots 3 through 7, of Townsite of Bedford, Block 4, Second
Filing, and Lots 11 through 15, of Townsite of Bedford, Block
5, Third Filing, County of Lincoln, State of Wyoming,
according to the recorded plat(s) thereof.
2.2. The promotion and management of the reCreation, health, safety, welfare
and/or such other matters and/or actions, including legal and other professional fees therefor,
as may be for the common good and benefit of the Members of the Corporation (Owners of
Lots within the Subdivision); and the management and operation ofbusiness(es), operations,
and/or other matters or actions, including such reasonable costs and expenses thereof, as are
Articles of Incorporation - Page 2
incurred in or conducive to the fulfillment, management and/or carrying out of the purposes,
powers, duties, obligations, business and/or operations of the Association.
000523
2.3. To enforce (including aid and cooperate with the Members of the Corporation
in enforcement of) the conditions, covenants and restrictions, including corrective action(s)
and repairs and replacement of any Common Area maintained by the Association damaged
by negligent or willful acts of any Member (and/or occupant of a Member's Lot with consent
of such Member), and all costs and expenses thereof, contained in these Articles of
Incorporation ("Articles"), the Corporation's By-Laws ("By-Laws"), and the Bedford
Meadows Declaration of Covenants, Conditions and Restrictions ("Declaration") (the
Articles, By-Laws and Declaration are collectively referred to as the "Documents").
2.4. To promulgate such rules and regulations ("Board Rules") for the use of the
streets and/or roads within the Subdivision.
2.5. To exercise any and all power that may be delegated to it from time to time by
the Members of said Corporation.
2.6. To do any act, and to carry on any operation and/or business as authorized by
and as necessary to compliment and augment the purposes, powers, duties, obligations,
management and/or operations of the Corporation pursuant to and in accordance with the
Documents and the Laws of the State of Wyoming.
3. POWERS AND ASSESSMENTS: The Corp,oration (also herein referred to as the
"Association") is authorized and empowered to do any act, and to carry on any operation and/or
business as authorized by and as necessary to compliment and augment the purposes, powers, duties,
obligations, management and/or operations ofthe Corporation pursuant to and in accordance with
the Documents, including as the Board of Directors ("Board") may enact, and the Laws of the State
of Wyoming, and as necessary to compliment and augment the general purposes and powers ofthe
Association; to levy such Regular, Special and Limited Assessments to the Members (Owners of
Lots) as the Board shall determine; to enforce payment of such Assessments; and to enforce the
covenants, conditions, and restrictions contained in the Documents.
4. MEMBERS AND MEMBERSHIP: This Corporation will have members.
Member, Membership in the Association, and the rights and privileges thereof are further defined,
described and delineated in the Association By-Laws.
5. INITIAL REGISTERED OFFICE AND REGISTERED AGENT: The street
address of the Corporation's initial Registered Office and the name of its initial Registered Agent at
that office is:
Gerre McClintick
226 Roan Way
Etna, WY 83118
~l~ti~le~ .of~~:?~?ration - Page 3
6.
FORMS:
MAILING ADDRESS FOR CORRESPONDENCE AND ANNUAL REPORT
P.O. Box 3698
Alpine, WY 83218
000524
7. INCORPORATORS NAMES AND ADDRESSES: The Incorporators names and
addresses are as follows. The management of the Corporation shall be carried out and facilitated by
a Board of Directors consisting of three (3) persons unless expanded by and as allowed by the By-
Laws. The Initial Board of Directors are and shall be:
Joseph Belloff
P. O. Box 50540
Idaho Falls, ill 83405
Incorporator and Director
Gerre McClintick
56 Palomino Drive
Alpine, WY 83128
Incorporator and Director
J ayce Howell
329 S. Woodruff
Idaho Falls, ill 83401
Incorporator and Director
The Tenn of each Director shall be as set forth in the By-Laws of the Corporation.
8. DISSOLUTION/LIQUIDATION: In the event of the dissolution and liquidation of
this Corporation, to the extent allowed or permitted under applicable laws, the property and assets of
the Corporation shall be, as determined by the Board of Managers, distributed to the Members
prorata or sold with the proceeds distributed to the Members prorata.
IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation
and certify to the truth of the facts herein.
Dated:
Joseph Belloff
Gerre McClintick
J ayce Howell
Articles of Incorporation - Page 4
STATE OF IDAHO
)
) SS.
)
COUNTY OF BONNEVilLE
000525
On , before me, the undersigned, personally appeared
Joseph Belloff, Gerre McClintick, and Jayce Howell, known or identified to me to be the persons
whose names are subscribed to the within instrument, and acknowledged to me that they executed
the same.
NOTARY FOR THE STATE OF
Commission Expires:
Articles of Inc()~oration - Page 5
EXHIBIT B
000526
BEDFORD MEADOWS
OWNERS ASSOCIATION,
INC.
BY-LAWS
TABLE OF CONTENTS
000527
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. POWERS AND DUTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1. ASSESSMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1.1. Purposes of Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1.1.1. Regular Assessments ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1.1.2. Special Assessments ..................................... 5
2.1.1.3. Limited Assessments ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1.2. Amounts and Payment ........................................... 6
2.1.2.1. Regular Assessment ...................................... 6
2.1.2.2. Special Assessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1.2.3. Limited Assessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3. MEMBERSHIP...........................................··.············ 10
4. MEETINGS OF THE MEMBERS .......................................... 11
5. BOARD OF DIRECTORS AND MEETINGS ................................. 13
6. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7. ACCOUNTING .......................................................... 15
8. TERMINATION...............................................·········· 16
9. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
BY-LAWS - Page 2
] 859 Bylaws (7/25/07)
BY-LAWS OF
BEDFORD MEADOWS
OWNERS ASSOCIATION, INC.
1.
DEFINITIONS:
000528
1.1. "ARTICLES" shall refer to the Articles of Incorporation ofthe Bedford
Meadows Owners Association, Inc., and any amendments thereto, as filed with the Wyoming
Secretary of State.
1.2. "ASSESSMENTS" consist of Regular, Special and/or Limited Assessments
as described hereinafter and shall be assessed to the Lot Owners in accordance herewith.
1.3. "ASSOCIATION" or "CORPORATION" may be used interchangeably
and shall refer to the Bedford Meadows Owners Association, Inc.
1.4. "BOARD" shall refer to the Board of Directors ofthe Association.
1.5. "BOARD RULES" shall mean those rules and/or regulations which the
Board adopts to control, regulate and/or restrict the use, management, operation or otherwise
of the Common Areas and such other matters which the Association shall have responsibility
for.
1.6. "BY-LAWS" shall refer to these By-Laws of the Association.
1.7. "COMMON AREA" shall refer to those portions ofthe Subdivision shown
on the respective Subdivision Plats as streets and/or roads (private or otherwise).
1.8. "COMMON EXPENSE" shall refer to any amounts, costs, fees, charges
and/or expenses paid or incurred in and/or for the fulfillment of the purposes and/or the
carrying out of the powers of the Association as set forth in the Documents.
1.9. "COUNTY" shall refer to the County of Lincoln, State of Wyoming.
1.10. "COVENANTS" shall refer to the covenants, conditions and restrictions
contained in the Declaration.
1.11. "DECLARANT" shall refer to the Declarant identified in the Declaration.
1.12. "DECLARATION" shall refer to the Bedford Meadows Declaration of
Covenants, Conditions and Restrictions as recorded with the Lincoln County Clerk's Office,
State of Wyoming.
BY-LAWS - Page 3
1859 ByLaws (7/25/07)
1.13. "DOCUMENTS" shall refer collectively to the Articles of Incorporation,
these By-Laws and the Declaration. 000529
1.14. "LOT" shall refer to a parcel of property as legally described as a Lot on the
Plats ofthe Subdivision.
1.15. "MEMBER" shall refer to a Member of the Association. Member and
Owner may be used interchangeably herein.
1.16. "MEMBER PRIVILEGES" or "PRIVILEGES" shall refer to the rights and
privileges of a Member in the Association as afforded by, but subject to, the covenants,
conditions and restrictions contained in the Documents.
1.17. "MORTGAGE" means any mortgage, deed oftrust, or other security
instrument by which a Lot or any part thereof is encumbered.
1.18. "MORTGAGEE" means any person, bank, savings and loan association,
established mortgage company, or other entity chartered under federal or state laws, or any
successor to the interest of such, named as Mortgagee, trust beneficiary, or creditor under any
Mortgage, as Mortgage is defined in the immediately preceding subparagraph.
1.19. "OWNER" means any person or entity who holds an ownership interest in a
Lot as reflected in the records of the Clerk's Office of Lincoln County, State of Wyoming.
Each Owner of a Lot within the Subdivision shall be a Member of the Association. "Owner"
shall refer to the record Owner, whether one or more persons or entities, of fee simple title to
any Lot, including contract Sellers, but excluding those having such interest merely by
security for the perfonnance of an obligation. "Owner" does not refer to any Mortgagee, as
herein defined, unless such Mortgagee has acquired title pursuant to foreclosure or any
proceeding in lieu of foreclosure.
1.20. "PLAT" shall mean the recorded Plates) of the Property(ies) described in the
Subdivision. Any such Plates) and the specifications therein are incorporated and made a part
hereof.
1.21. "SUBDIVISION" shall refer to and include all ofthe Lots within the
Property (together with any additional properties included by Supplement(s) as pennitted in
the Declaration), described as:
Lots 17 through 21, of Townsite of Bedford, Block 5, Fourth Filing,
and Lots 23 through 27, of Townsite of Bedford, Block 5, Fifth Filing,
County of Lincoln, State of Wyoming, according to the recorded
plates) thereof, and
Lots 3 through 7, of Townsite of Bedford, Block 4, Second Filing, and
Lots 11 through 15, of Townsite of Bedford, Block 5, Third Filing,
BY-LAWS - Page 4
1859 Bylaws (7/25107)
County of Lincoln, State of Wyoming, according to the recorded
plat(s) thereof.
000'530
2. POWERS AND DUTIES: In addition to the powers, duties and obligations
described in the Declaration and the Articles, the powers, duties and obligations of the Association,
as facilitated and caITied out by the Board, shall include, but are not limited to:
2.1. ASSESSMENTS: To levy such Regular, Special aI1d Limited Assessments to
the Members (Owners of Lots) and to enforce payment of such Assessments, all in
accordance with the provisions contained in the Documents.
2.1.1. Purposes of Assessments: The purposes of the Assessments are:
2.1.1.1. Regular Assessments: Regular Assessments shall be for the
Common Expenses of the Association, which include, but are not limited to:
the costs, fees and/or expenses for the management, care, operation,
maintenance (including snow removal), repair and/or replacement of the
Common Area (streets and/or roads) located within the Subdivision (including
reserves therefor if so detel1llined by the Board); the promotion and
management of the recreation, health, safety, welfare and/or such other
matters and/or actions, including legal and other professional fees therefor, as
may be for the common good and benefit of the Members of the Corporation;
enforcement of the conditions, covenants and restrictions contained in the
Documents; enforcement of such Board Rules as enacted by the Board;
advances for the costs, fees and/or expenses reasonably necessary to be paid
for unpaid Special and/or Limited Assessments (upon collection thereof, the
sum shall be credited to the Budget for the Coming Year as may be
applicable); and the management and operation ofbusiness(es), operations,
and/or other matters or actions, including such reasonable costs and expenses
thereof, as are incurred in or conducive to the fulfillment, management and/or
carrying out of the purposes, powers, duties, obligations, business and/or
operations of the Association.
2.1.1.2. Special Assessments: Special Assessments may be levied for
the costs and expenses of improvements (including capital improvements) to
the streets and/or roads within the Subdivision; other non repeating expenses
or costs; or for the purpose of defraying, in whole or in part, costs and
expenses of the Association which exceed the Regular Assessments, for that
year only, provided any such Special Assessment shall be approved by
majority vote of the Members at a Meeting duly called for such purpose.
2.1.1.3. Limited Assessments: ,Limited Assessments may be levied
against any Member in an amount equal to the costs aI1d expenses incurred by
the Association, including legal fees, of corrective action necessitated by or as
BY-LAWS - Page 5
1859 Bylaws (7/25/07)
00053j-
a result of an act or omission by such Member; repairs and replacement of any
Common Area maintained by the Association damaged by negligent or willful
acts of any Member (and/or occupant of a Member's Lot with consent of such
Member) and further including without limitation, costs and expenses incun-ed
for the repair and replacement of any property maintained by the Association
damaged by negligent or willful acts of any Member or occupant of a Lot who
is occupying the Lot with the consent of such Owner.
2.1.2. Amounts and Payment: The Assessments are payable:
2.1.2.1. Regular Assessment: in the amount of One Hundred
Twenty Dollars ($120.00) per year per Lot, commencing on the date of
Closing (the date of recording conveyance to an Owner of a Lot by the
Declarant), being prorated for the number of days remaining in the then
current year, and shall be paid in cash to the Association at such Closing.
Subsequent Annual Regular Assessments (the amount of$120.00 being the
first annual base amount and 2007 being the base year) may be increased by
the Board alIDually by not more than ten percent (10%) above the Regular
Assessment for the previous year without a majority vote ofthe Owners
(Membership) of the Association. Excluding the first Regular Assessment
being due at Closing, all subsequent Regular Assessments shall be due
annually on January 15lh, or as the Board may establish.
2.1.2.2. Special Assessment: in such amount and with the tern1S of
payment as established and determined by the Board;
2.1.2.3. Limited Assessment: in such amount and with the terms of
payment as established and determined by the Board.
The Regular, Special and Limited Assessments, together with
interest, costs and reasonable attorney's fees, shall be a charge and
continuing lien on the Lot which each such Assessment is made. Each
Assessment, together with interest, costs and reasonable attorney's fees
shall also be the personal obligations of the Lot Owner at the time when
the Assessment fell due. No Assessment shall be chargeable to the Declarant
for any Lots owned thereby except or unless a Lot owned by Declarant has
been leased or sold on Contract (for Deed).
2.1.3. Uniform Rate of Assessment: Except as othelwise specifically
provided herein, both Regular and Special Assessments must be fixed at a uniform
rate (pro rata) for each Lot within the Subdivision and may be collected on an annual
or other basis as determined by the Board.
2.1.4. Notice to Members (Owners): The annual Regular Assessments or
any Special Assessments then in effect, as provided for herein, shall commence as to
a Lot on the first day of the first year following the conveyance of the Lot rrom
BY-LA WS - Page 6
1859 Bylaws (7125/07)
Declarant to an Owner. The Board shall establish the due date(s) and the amount of
the annual Regular Assessment at least thirty (30) days in advance of each annual
assessment period and provide written notice thereof to each Member. The
Association shall, upon demand and for a reasonable charge, furnish a certificate
signed by an officer of the Association setting forth whether the Assessments on a
specified Lot have been paid. A properly executed certificate of the Association as to
the status of Assessments on a Lot is binding upon the Association as of the date of its
issuance. 000532
2.1.5. Reserve Account: The Board may establish and fund a reserve
account in a reasonable amount based on the estimated life of the streets and/or roads
within the Subdivision for the eventual repair, improvement and/or replacement
thereof without approval of the Members. The Board shall deposit such funds in an
interest bearing account dedicated for such purpose.
2.1.6. Non-Payment and Remedv: Any Assessment not paid within thirty
(30) days after the due date together with costs of collection shall bear interest from
the due date at a rate of eighteen percent (18%) per annum. The Association may
bring an action against the Lot Owner personally obligated to pay the same, and/or
foreclose the lien against the Lot. No Member may waive or otherwise escape
liability for the Assessments provided for herein by non-use of the streets and/or roads
or by abandonment of his Lot.
2.1.7. Lien for Non-Pavment: A lien shall attach to each Member's Lot
and all real property situated thereon for unpaid Assessments and interest
accruing thereon as set forth herein.
2.1.8. Assessment Lien NOT Subordinate to Mort~aee: The lien ofthe
Assessments provided for herein shall NOT be subordinate to the lien of any
mortgage. (Mortgage as used in this context includes conventional mortgages and
trust deed arrangements). No sale or transfer shall relieve such Lot from liability for
any Assessments thereafter becoming due or from the lien thereof.
2.2. COMMON AREAS: To control, manage, maintain and care for the
Improvements within the Common Areas (specifically: the streets and/or roads within the
Subdivision), to maintain the same for the benefit of the Members of the Association; to levy
assessments and pay and provide for the maintenance of said streets and/or roads; and to take
all necessary and proper action to provide for the management and use of the same.
2.3. ENFORCEMENT: In its own name, or on behalf of any Member or
Members who consent thereto, to commence and maintain actions and suits to restrain and
enjoin any breach or threatened breach ofthe covenants, conditions and/or restrictions
contained in the Documents and to enforce by mandatory injunction or otherwise, all
provisions thereof.
BY-LAWS - Page 7
1859 By'Laws (7/25/07)
2.4. DELEGATION OF POWERS: To delegate its power and duties to
committees, officers and employees, or to appoint any person, firm or corporation to act as
Director. Neither the Association nor the Members of its Board shall be liable for any
omission or improper exercise by the Director of any such duty or power to be del~ated.
00053-.s
2.5. BOARD RULES: Subject to the approval of Declarant (until Declarant no
longer owns any Lots within the Subdivision), to adopt, amend and repeal by majority vote of
the Board such building, management, use and/or operational rules and regulations as the
Board deems reasonable for the maintenance, operation, management, occupation, and
control of the streets and/or roads within the Subdivision, and which are consistent with the
covenants, conditions and/or restrictions contained in the Documents. The Board may adopt
the initial Board Rules without giving notice to the Members; however, subsequent Board
Rules shall be adopted only after due notice of the proposed Board Rules are given to the
Members, and the Members are given an opportunity to present arguments for or against such
Rules. When an amendment, alteration, or repeal of any Board Rule is or are made, the
effective date shall be when a copy thereof is delivered to the Member.
2.6. EMERGENCY POWERS: In addition to the Emergency Powers set forth in
Wyoming Statute 17-19-303, the Association, or any person authorized by the Association,
may enter upon any Lot in the event of any emergency involving illness or potential danger to
life or property or when necessary in connection with any maintenance or construction for
which the Association is responsible. Such entry shall be made with as little inconvenience
to the Owner as practicable and any damage caused thereby shall be repaired.
2.7: LICENSES. EASEMENTS. AND RIGHTS OF WAY: To grant and
convey to any third party such licenses, easements, rights-of-way in, on, through or under the
streets and/or roads as may be necessary or appropriate for the orderly maintenance,
preservation, and/or enjoyment of such Subdivision; the preservation of health, safety,
convenience and/or welfare of the Members; or for the purpose of constructing, erecting,
servicing, operating or maintaining underground lines, cable, wires, pipes, conduits, and other
devices for the transmission of any utility service or other public or quasi public service.
2.8. ENTRY: To enter into and upon the Lots when necessary and with as little
inconvenience to the Owner as possible in connection with the maintenance, care and
preservation of the streets and/or roads and/or Lots.
2.9. BANKING: To open bank accounts on behalf ofthe Association and to
designate the signatories to such bank accounts.
2.10. INSURANCE: To insure and keep insured:
2.10.1. The Common Areas and any and all interests appurtenant or
associated therewith (naming the Association as insured) with reputable insurance
companies in the amounts and coverage as the Board may detennine.
BY-LAWS - Page 8
1859 Bylaws (7/25/07)
2.10.2. The Board and the Members against any liability arising trom the
ownership, use or maintenance of any portion of the Subdivision, including use of
Lots or Common Areas by anyone, in the amounts and coverages as the Board
determines reasonable under the circumstances. Any such policy or policies shall
deny subrogation rights against Members.
000534
2.10.3. The Board shall be deemed trustee of the interest of all Members for
any insurance proceeds payable under any insurance policies, and shall have full and
exclusive authority and power to adjust losses under any insurance policies
maintained by the Association.
2.10.4. The cost of any insurance shall be a Common Expense of the
Association and included in the Regular Assessments to the Owners.
2.11. HIRING AND ENTERING INTO CONTRACTS To employ and
compensate such personnel, contractors, workmen, suppliers, materialmen, accountants,
attorneys or otherwise; to purchase supplies and equipment; to enter into contracts; and
generally to have the power of manager in connection with any of the matters which are
necessary and/or are complimentary to the accomplishment ofthe purposes and powers
described in the Documents. Any contract for services, material and or/suppliers shall be
tenninable for cause upon thirty (30) days written notice and the terms thereof shall not
exceed one year, renewable by agreement of the parties for successive one year periods, if
applicable.
2.12. ACQUIRE: To acquire Lots in foreclosure or as a result of abandonment
and to take any all steps necessary to repair or renovate any Lot so acquired and to vote as a
Member of such Lot, offer such Lot for sale or lease, or take any other steps regarding such
Lot as shall be deemed proper by the Board.
2.13. CONSENSUS OF MEMBERS: To respond to any and all resolutions
imposed upon the Board by a majority vote ofthe Members.
2.14. INDEMNITY: To be indemnified and held harmless by the Association
against all costs, expenses and liabilities whatsoever, including without limitation, attorney's
fees, reasonably incurred in connection with any proceeding arising trom or as a result of
serving as a Director in the Association and/or having Membership therein. Said expenses
shall be a Common Expense (Regular Assessment or a Special Assessment basis) and be
limited to the extent such liability, damage, or injury is covered by any type of insurance.
2.15. COMMITTEES: By resolution or resolutions passed by a majority of the
whole Board, to designate one or more committees, each of such committees to consist of at
least one (1) Director which, to the extent provided in said resolution or resolutions, shall
have and may exercise the powers ofthe Board of Directors in the management of the
business and affairs ofthe Association and may have power to sign all papers which may be
required, provided the said resolution or resolutions shall specifically so provide. Such
BY-LAWS - Page 9
1859 ByLaws (7/25/07)
committee or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board. Committees established by resolution ofthe Board
shall keep regular minutes of their proceedings and shall report the same to the Board as
required.
3.
MEMBERSHIP:
000535
3.1. MEMBERS: Membership shall be composed of and restricted to persons or
duly organized entities who own Lots, as described on the recorded Plates), within the
Subdivision. Each Lot Owner within the Subdivision shall be a Member ofthe Association
and Membership shall be appurtenant to Ownerslùp of a Lot within the Subdivision. If
ownership of a Lot is held by one or more persons or entities, the multiple Owners of the Lot
shall be deemed a single Owner or Member for purposes, of voting in Meetings of the
Members (no fractional Membership or fractional vesting shall be allowed, exist or be
recognized). Each Lot shall be entitled to one (1) vote in any Member Meetings. In the event
the multiple or joint Owners of a Lot cannot agree among themselves as to how their vote
shall be cast on a particular matter or issue, the vote shall be void and forfeit as to that matter.
3.2. CERTIFICATES/ENTITIES: No Membership certificates shall be issued.
3.3. PRIVILEGES OF A MEMBER: The Privileges of a Member ("Member
Privileges") are the rights and privileges of a Member in the Association as afforded by, but
subject to, the covenants, conditions and restrictions contained in the Documents. A Member
in "Good Standing" shall be entitled to properly use, enjoy and facilitate the "Privileges"
afforded to the Membership of the Association. The Privileges shall include, but not be
limited to the use, enjoyment and facilitation of: the streets and/or roads within the
Subdivision for ingress and egress to the Member's Lot; the benefits and improvements of
the Common Areas; vote (in person or by properly exec~ted proxy) in Meetings of the
Members of the Corporation; and such other benefits and advantages of Membership in the
Association pursuant to the purposes and powers of the Association accruing and/or arising
by or through the covenants, conditions and restrictions contained in the Documents. A
Member who is not in "Good Standing" or has otherwise been suspended, may have ingress
and egress to his Lot within the Subdivision but shall NOT have the other uses, enjoyments
or otherwise facilitate the Privileges, including the right to vote at Meetings of the Members,
as described herein. A Member shall NOT be in "Good Standing" if:
3.3.1. The Member is in default (written Notice of Default having been given
in accordance with Wyoming Statute 17-19-621 but not cured within thirty (30) days
of such Notice) of any of the covenants, conditions or restrictions contained in the
Documents, and/or
3.3.2. The Member has NOT paid all Assessments, including penalty, interest
and applicable collection costs and/or fees, which are due and payable as ofthe record
date prior to a Meeting (AIIDual or Special) of the Members.
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1859 Bylaws (7/25/07)
3.4. TRANSFERRAL: Membership shall be automatically transferred upon
transfer or disposition of a Member's interest or ownership in and to a Lot. No Membership
interest shall be transferred, pledged, assigned or alienated except upon transfer of ownership
of the Lot. Membership qualifications may be further delineated, described, and resolved by
the Board.
000536
3.5. SUSPENSION: If, following a hearing after due notice in accordance with
Wyoming Statute 17-19-621, the Board shall find that a Member has failed or refused to pay
all sums due to the Corporation within thirty (30) days after demand for the same, and/or is
otherwise in default (written Notice of Default having been given but not cured within thirty
(30) days of such Notice) of any of the covenants, conditions or restrictions contained in the
Documents, the Board may suspend the Privileges of the Member. Upon cure ofthe Default
and payment in full of all sums due the Association by a Suspended Member, his Privileges
in the Association shall be reinstated as of the day after the Default cure and payment.
3.6. WITHDRAWAL: A Member may not withdraw from Membership at any
time unless the Corporation is tenninated or vacated.
3.7. EXPANSION: Under the provisions ofthe Declaration, Salt River Homes,
LLC has reserved the right to expand the Subdivision by the filing of Supplements to include
additional property into the Subdivision and additional Members into the Association. In the
event Salt River Homes, LLC exercises such right(s) of expansion, the lot owners (upon
conveyance from Salt River Homes, LLC to a lot owner) of any new phase or division shall
be Members of the Association and the Association shall be managed and governed as one
Subdivision and the Association as one Owners Association for all the Subdivision, phases,
and/or divisions without regard to phases and/or divisions. As additional phases or divisions
are added to the Subdivision, an individual Member's percentage share of the Expenses of
the Association shall be diminished in a proportion equal to the number of lots added in the
new completed phase or division.
4. MEETINGS OF THE MEMBERS:
4.1. PLACE OF MEETINGS: Meetings of the Members shall be held at such
place within the State of Wyoming as the Board may deternline.
4.2. ANNUAL MEETINGS: The Annual Meeting of the Members shall be held
on the second Tuesday of May of each year, at such place as the Board shall determine,
provided that the Board may by resolution fix the date and place of the Annual Meeting on
such other date or at such other place as the Board may deem appropriate.
4.3. REPORT AT ANNUAL MEETING: The President ofthe Association shall
report on the activities of the Association and the Treasurer shall report on the financial
condition of the Association at the Annual Meeting of the Members. In addition, the Budget
for the Coming Year shall be presented to the Members.
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1859 ByLaws (7/25/07)
4.4. SPECIAL MEETINGS: A Special Meeting of the Members may be called
at any time by written notice signed by a majority of the Board, or by Members holding
twenty-five percent (25%) of the total votes, delivered not less than ten (10) days prior to the
date fixed for said Meeting. 00053'"]
4.5. NOTICE OF MEETING: A written notice of each Member Meeting stating
the place, day and hour of the Meeting, and in the case ofa Special Member Meeting, the
purpose of the Meeting, shall be given by the Secretary of the Association, or upon the
Secretary's failure to call immediately, by the person or'persons authorized to request the call
of the Meeting, to each Member of record in Good Standing and entitled to vote at the
Meeting. The notice shall be sent at least ten (10) days before the date named for the
Meeting (unless a greater period of notice is required by law in a particular case) to each
Member by United States Mail or in lieu thereof, by personal delivery to each Member,
which personal delivery may be proved by affidavit.
4.6. OUORUM: A Meeting of the Members, duly called, can be organized for the
transaction of business whenever a quorum is present. The presence, in person or by proxy,
of the holders of a majority of all Members entitled to vote (A Member must be in "Good
Standing" as of the record date to be entitled to vote) shall constitute a quorum. The
Members present at a duly organized Meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough Members to have less than a quorum. If a
Meeting cannot be organized because a quorum has not attended, those present may adjoul11
the Meeting to such time and place as they may determine, but in the case of any Meeting
called for election of the Board of Directors, those who attend the second of such adjourned
Meeting, although less than a quorum as fixed in this section, shall nevertheless constitute a
quorum for the purpose of electing a Board of Directors. ,
4.7. VOTING: When a quorum is present at any Meeting, the vote of Members
representing at least a majority ofthe Members entitled to vote, present in person or
represented by proxy, shall decide any question of business brought before such Meeting,
including the election of the Board of Directors, unless the question is one upon which, by
express provision of the statutes, or of the covenants, conditions or restrictions contained in
the Documents, a different vote is required, in which case such express provision shall
govern and control the decision of such question. All votes may be cast either in person or by
proxy. All proxies shall be in writing, and in the case of proxies for the Annual Meeting,
they shall be delivered to the Secretary at least ten (10) days prior to said Annual Meeting.
Proxies for a Special Meeting of the Members must be of record with the Secretary at least
two (2) days prior to said Special Meeting.
4.8. WAIVER OF NOTICE: Any Member may at any time waive any notice
required to be given under these By-Laws, or by statute or otherwise. The presence of an
Member in person at any Meeting of the Members shall be deemed such waiver.
4.9. INFORMAL ACTION BY MEMBERS: Any action that may be taken at a
Meeting of the Members may be taken without a Meeting if a consent in writing setting forth
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] 859 Bylaws (7/25/07)
the action shall be signed by ninety percent (90%) ofthe Members entitled to vote on the
action and shall be filed with the Secretary of the Association.
5.
BOARD OF DIRECTORS AND MEETINGS:
000538
5.1. NUMBER AND OUALIFICATIONS: The Association's affairs shall be
governed by a Board of Directors composed of not less than three (3) persons subject to
approval by Declarant (as identified in the Declaration). Declarant's approval of all Board of
Directors decisions shall be waived when Declarant no longer holds or owns any Lots in the
Subdivision. The Board shall have all the powers not expressly reserved for the vote of the
Members. All Directors must be Owners of (or representatives and officers of an entity
which owns) Lots in the Subdivision and be Members in "Good Standing". The position of a
Board Member not in "Good Standing" shall be deemed "vacant" and shall be replaced as
provided in paragraph 5.3 hereinafter.
5.2. ELECTION AND TERMS OF OFFICE: At the Annual Meeting of the
Directors, the Board Members shall elect one Director to succeed each Director whose tenn
has expired. At the expiration ofthe initial term of office of each respective Director, his
successor shall be elected to service for a term of one (1) year. Each Director shall hold
office until his successor has been elected and met with the other Members ofthe Board.
5.3. VACANCIES: Vacancies on the Board caused by any reason whatsoever
shall be filled by a vote of a majority of the remaining Board Members thereof even though
they may consist of less than a quorum. Each person so dected shall be a Member of the
Board until his successor is elected by the Members at the next Annual Meeting.
5.4. REGULAR MEETINGS: A Regular Annual Meeting of the Board of
Directors shall be held immediately after the adjournment of each Annual Meeting of the
Members. Regular Board Meetings, other than the Annual Board Meeting, shall or may be
held at regular intervals at such places and at such times as the Board may rrom time to time
determine.
5.5. SPECIAL MEETINGS: Special Meetings of the Board shall be held
whenever called by the President, the Vice-President, or by two (2) or more Board Members.
By unanimous consent ofthe Board, Special Board Meetings may be held without call or
notice at any time or place.
5.6. OUORUM: A quorum for the transaction of business at any Meeting ofthe
Board shall consist of a majority of the Board Members then in office.
5.7. COMPENSATION: Members ofthe Board, as such, shall not receive any
stated salary or compensation; provided that nothing herein contained shall be construed to
preclude any Board Member rrom serving the Association in any other capacity and receiving
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1859 Bylaws (7/25107)
compensation therefor, i.e., the Secretary for the Association may be compensated and a
Director may act as such Secretary.
0005~9
5.8. WAIVER OF NOTICE: Before or at any Meeting of the Board, any Board
Member may, in writing, waive notice of such Meeting and such waiver shall be deemed
equivalent to the giving of such notice. Attendance by a Board Member at any Meeting
thereof shall be a waiver of notice by him of the time and place thereof.
5.9. INFORMAL ACTION BY BOARD: Any action that may be taken at a
Meeting of the Board may be taken without a Meeting if a consent in writing setting forth the
action shall be signed by all ofthe Board Members, and shall be filed with the Secretary of
the Association.
5.10. ADJOURNMENTS: The Board may adjourn any Meeting from day to day
or for such other time as may be prudent or necessary, provided that no Meeting may be
adjourned for longer than thirty (30) days.
5.11. FIDELITY BONDS: The Board may require all officers and employees of
the Board handling or responsible for funds provide adequate fidelity bonds. The premiunl
on such fidelity bonds shall be an expense ofthe Association.
6. OFFICERS:
6.1. DESIGNATION AND ELECTION: The principal officers ofthe
Association shall be President, Vice-President, Secretary and Treasurer, all of whom shall be
elected by and from the Board of Directors. The Board may appoint an Assistant Secretary
and an Assistant Treasurer and such other officers as in,its judgment may be necessary or
desirable.
6.2. PRESIDENT: The President shall be the chief executive officer ofthe
Association, and shall exercise general supervision over the Association's property and
affairs. The President may also function as Managing Agent and/or as Manager. The
President shall sign on behalf of the Association and shall do and perform all acts and things
which the Board may require of him. He shall preside at all Meetings of the Members and
the Board of Directors. He shall have all of the general powers and duties which are
normally vested in the office of the president of a corporation including but not limited to, the
power to appoint committees from among the Members from time to time as he may in his
discretion decide appropriate.
6.3. VICE-PRESIDENT: The Vice-President shall take the place of the President
and perform his duties whenever the President shall be absent or unable to act. If neither the
President nor the Vice-President is able to act, the Board shall appoint some other Member
thereofto do so on an interim basis. The Vice-President shall also perform such other duties
as shall from time to time be prescribed by the Board.
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1859 Bylaws (7/25/07)
6.4. SECRETARY: The Secretary shall keep the minutes of all Meetings of the
Board of Directors and of the Association; shall have charge of the books and papers as the
Board may direct; and shall in general, perfornl all the duties incident to the office of
Secretary.
000540
6.5. TREASURER: The Treasurer shall have the responsibility for the funds and
securities of the Association; for keeping full and accurate accounts of all receipts and all
disbursements in books belonging to the Association; and for the deposit of all monies and all
other valuable effects in the name, and to the credit of, the Association in such depositories as
may be from time to time designated by the Board.
6.6. OTHER OFFICERS: The Board may appoint such other officers, in
addition to the officers herein above expressly named, as it shall deem necessary who shall
have authority to perform such duties as may be prescribed ftom time to time by the Board.
Any other officers need not be Members ofthe Association.
6.7. REMOVAL OF OFFICERS AND AGENTS: All officers and agents shall
be subject to removal, with or without cause, at any time by the affinnative vote of the
majority of the then Members of the Board of Directors.
6.8. COMPENSATION: No compensation shall be paid to the officers for their
services as officers unless otherwise authorized by the Board.
7. ACCOUNTING:
7.1. BOOKS AND ACCOUNTS: The books and accounts of the Association
shall be kept under the direction of the Treasurer and in åccordance with reasonable standards
of accounting pro~edures.
7.2. REPORT: At the close of each accounting year, the books and records of the
Association shall be reviewed by a person or firm approved by the Board. A report of such
review shall be prepared and submitted to the Board at or before the Annual Meeting of the
Members.
7.3. INSPECTION OF BOOKS: Financial reports, such as are required to be
furnished, shall be available at the principal office ofthe Association for inspection at
reasonable times by any Member. Any mortgage holder of a first mortgage on a Lot in the
Subdivision will, upon request, be entitled to inspect the books and records of the
Association during normal business hours and receive an annual financial statement of the
Association within ninety (90) days following the end of any fiscal year.
7.4. NON-PROFIT CORPORATION: This Corporation is a non-profit
Corporation established under the laws of the State of Wyoming. No filing or application to
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1859 ByLaws (1/25/01)
the Internal Revenue Service for a tax exempt status has been made. The Board may
detennine, at a later date, to apply therefor.
00054:l
8. TERMINATION: This Association may be terminated by a two-thirds (2/3rds)
majority vote ofthe Members in the event the streets and/or roads within the Subdivision become
public streets and/or roads which are maintained, repaired and cared for by Lincoln County or some
other governmental or public entity.
9. AMENDMENT: Notwithstanding any provisions herein contained, the By-Laws
shall not be altered, amended or otherwise modified so as to be inconsistent with the Declaration
andlor Articles. Upon the approval of Declarant (until Declarant no longer owns any Lots within the
Subdivision) these By-Laws may be altered, amended, and lor modified at any duly called Meeting
of the Members, provided:
9.1. NOTICE: The notice of the Meeting shall contain a full statement ofthe
proposed amendment; and
9.2. APPROVAL: The amendment shall be approved by two-thirds (2/3rds) of
the Members entitled to vote.
Dated:
Adopted and Approved by the Board of Directors:
Joseph Belloff
Gerre McClintick
J ayce Howell
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1859 Bylaws (7/25/07)