HomeMy WebLinkAbout935755
RECEIVED 12/21/2007 at 1 :40 PM
RECEIVING # 935755
BOOK: lo~l PAGE: lCJQ
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
j;
, ·000799
ALL SEASON
SUITES
DECLARATION OF COVENANTS, CONDITIONS
AND RESTRICTIONS
------------
/
TABLE OF CONTENTS
I. .'
'000800
1. CREATION OF PROJECT: ............................................3
2. DEFINITIONS:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
3. TITLE OF UNITS: ....................................................7
4. NATURE OF OWNERSHIP: ...........................................8
I
. 5. EASEMENTS:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
I
6. COVENANTS AND COMPLIANCE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
7. ARCHITECTURAL CONTROL COMMITTEE: ....................... 13
8. ALL SEASON SUITES OWNERS ASSOCIATION. INC.: . . . . . . . . . . . . . . . . 15
9. DESTRUCTION. DAMAGE. PARTITION. AND TERMINATION: ...... .15
10. INSURANCE: .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16
11. COVENANT ENFORCEMENT: ..................................... 18
12. EXPANSION OF PROJECT: ......................................... 18
13. AMENDMENT:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 19
14. BINDING EFFECT: ................................................. 19
15. CONSTRUCTION:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 19
All Season Suites Dec1aration- Page 2
1869CCR (12/12/07)
DECLARATION OF COVENANTS, CONDITIONS
AND RES¡RICTIONS OF
000801.
.- .-~.
ALL SEASON SUITES
KNOW ALL MEN BY THESE PRESENTS:
1. CREATION OF PROJECT:
1.1. THIS DECLARATION is made and entered into on the date
hereinafter set forth by ALL SEASONS, LLC, ("DECLARANT"), pursuant to the
provisions of the Wyoming Condominium Ownership Act, Wyoming Statute
Annotated, 34-20-101, et seq., hereinafter referred to as the "ACT".
1.2. THE REAL PROPERTY: Declarant is the actual and record owner
of the real property situated in the County of Lincoln, State of Wyoming, described
as to-wit:
Commencing at the South 1/4 Corner of Section 20, Township 37 North,
Range 118 West of the 6th Principle Meridian LINCOLN COUNTY,
WYOMING; thence N45°46'14"W 598.99 feet to a Brass Cap right-of-way
monument; thence N13 °36'54"E 589.22 feet to the Southwest corner of Lot
9 of the Alpendorf Subdivision Phase II recorded as instrument #729430 to
the TRUE POINT OF BEGINNING, and running thence Nl5 ° 12'42"W 60.00
feet; thence S74 °47'18"W 30.00 feet; thence S 15 ° 12'42"E 5.00 feet; thence
S74°47'18"W 20.00 feet; thence S 150 12'42"E 55.00 feet; thence
N74°47'18"E 50.00 feet to the point of beginning.
1.3. PROPERTY IN THE PROJECT: The property which is the subject
ofthis Declaration consists ofthe above described real property together with certain
improvements heretofore or hereafter constructed upon said real property.
1.4. CREATION OF OWNERSHIP: Declarant intends to and does hereby
create a Project known as ALL SEASON SUITES, pursuant to the Act and the
Covenants, Conditions and Restrictions contained herein. The plat ("Plat") thereof
is recorded as Instrument No. q~Ç7SL/ ' Lincoln County Clerk's
records, a copy'ofwhich is attached hereto as Exhibit "A" and describes the location,
All Season Suites Dec1aration- Page 3
1869CCR (12/12/07)
dimensions and description ofthe Units, the General Common Elements and Limited
Common Elements of and within the Project. All ownership within the Project shall
be governed by and be subject to the provisions of this Declaration, including
amendments, and the Act.
000802
1.5. PURPOSES OF COVENANTS: The purposes of this Declaration
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 Project; 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 Project. However,
notwithstanding the foregoing or any provision hereafter, no provision or
requirement of this Declaration (and/or the Documents) shall be construed as
to prevent or limit Declarant's right to utilize the Property, carry out and
complete the development ofthe Project and to construct improvements thereon,
nor Declarant's right to maintain model Units, construction, sales or leasing
offices or similar facilities on any portion of the Project, nor Declarant's right
to post signs incidental thereto.
2. DEFINITIONS: The terms used herein, unless otherwise defined herein,
shall have the meanings given such terms in the Act.
2.1. "ACT" shall refer to the Wyoming Condominium Ownership Act,
Wyoming Statutes, annotated 34-20-101, et seq..
2.2. "ALPENDORF DECLARATION" shall refer to the Alpendorf
Subdivision Property Owners Declaration of Covenants, Conditions and Restrictions,
recorded in Book 560, Page 797, Lincoln County Clerk's Office, Lincoln County,
Wyoming.
2.3. "ALPENDORF OWNERS ASSOCIATION" shall refer to the
Alpendorf Subdivision Property Owners Association recorded in Book 561, Page
467, Lincoln County Clerk's Office, Lincoln County, Wyoming.
2.4. "ARTICLES" shall refer to the Articles of Incorporation of the All
Season Suites Owners Association, Inc., and any amendments thereto, as filed with
the Wyoming Secretary of State.
2.5. "ASSESSMENTS" shall be paid by the Unit Owners within the Project for
the operation, maintenance and repair of the Limited Common Elements and/or General
Common Elements within the Project, and the operation and management expenses, costs
All Season Suites Declaration- Page 4
1869CCR (12/12/07)
and fees of the Association. Assessments may consist of Regular, Special and/or Limited
Assessments as defined in the By-Laws of the Association.
OOÚB03
2.6. "ASSOCIATION" shall refer to ALL SEASON SUITES OWNERS
ASSOCIATION, INC., a Wyoming non-profit corporation, and shall be composed
of all Unit Owners, including all present and future Unit Owners, and their
successors and assigns.
2.7. "BOARD" or "BOARD OF DIRECTORS" shall refer to the Board
of Directors of the Association. The Board shall be the Management Body of the
Association as selected by the Members of the Association.
2.8. "BOARD RULES" shall refer to those rules and/or regulations which
the Board adopts to control, regulate and/or restrict the use, management, operation
or otherwise of the Common Elements and such other matters which the Association
shall have responsibility for.
2.9. "BYLAWS" shall refer to the By-Laws ofthe Association.
2.10. "COMMITTEE" shall refer to the Architectural Control Committee
and/or its designated representative (see paragraph ¡-~Jhereinafter).
2.11. "COMMON ELEMENTS" shall refer collectively to the Limited
Common Elements and General Common Elements of and in the Project, as shown
and reflected on the Plat.
2.12. "COMMON EXPENSE" shall refer to any amounts, costs, fees,
charges and/or expenses paid or incurred for the care, operation, maintenance
(including snow removal) and/or repair ofthe General Common Elements within the
Project, all 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 ofthe Project pursuant to the provisions contained in the Documents and any
and all amounts assessed by the Alpendorf Owners Association.
2.13. "COUNTY" shall refer to the County of Lincoln, State of Wyoming.
2.14. "COVENANTS" shall refer to the conditions, covenants and
restrictions contained in this Declaration.
2.15. "DECLARANT" shall refer to the Declarant identified hereinbefore.
2.16. "DECLARATION" shall refer to this document as recorded with the
Lincoln County Clerk's Office, State of Wyoming.
All Season Suites Declaration- Page 5
1869CCR (12/12/07)
2.17. "DOCUMENTS" shall refer collectively to the Articles, By-laws and
this Declaration.
000804
2.18. "GENERAL COMMON ELEMENTS" or "GCE" shall refer to those
portions of the Project shown and designated on the Plat as General Common
Elements. All General Common Elements shall be for the common good, use and
benefit of all the Unit Owners.
2.19. "IMPROVEMENT" shall mean any structure, facility or system, or
other improvement or object, whether permanent or temporary, which is erected,
constructed or placed upon, under or in any portion of a Unit, Limited Common
Element or General Common Element, including, but not limited to: buildings,
fences, driveways, sidewalks, curbs, landscaping, signs, lights, mailboxes, electrical
lines, pipes, pumps, and/or other facilities or fixtures of any kind whatsoever.
2.20. "LEASE" shall refer to any agreement for the leasing or rental amy
Unit and/or any interest in the Project.
2.21. "LIMITED COMMON ELEMENT" or "LCE" shall refer to that
portion ofthe Common Element (referred to as Limited Common Element) adjoining
or located in close proximity to a Unit which is designated or intended for the
independent or exclusive use by the respective individual Unit Owner subject to
reasonable restrictions which may be imposed by Declarant or the Board from time
to time. Said areas (elements) are more particularly designated and described on the
Plat. Expenses for the operation, maintenance, management and repair of the
Limited Common Element, inclusive of taxes on the improvements located thereon,
shall be the cost and expense of the Unit Owner having exclusive use thereof.
2.22. "LIMITED COMMON EXPENSE" or "LCE EXPENSE" shall refer
to any amounts, costs, fees, taxes, charges and/or expenses paid or incurred for the
care, operation, maintenance (including snow removal) and/or repair of the LCE
appurtenant to a specific Unit, shall be the cost and expense of the Unit and the
Owner thereof which has exclusive use thereof.
2.23. "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).
2.24. "MORTGAGE" shall refer to any mortgage, deed of trust, or other
security instrument by which a Unit or any part thereof is encumbered.
2.25. "MORTGAGEE" shall refer to 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
All Season Suites Dec1aration- Page 6
1869CCR (12/12/07)
beneficiary, or creditor under any Mortgage, as Mortgage IS defined in the
immediately preceding subparagraph.
000805
2.26. "OWNER" or "UNIT OWNER" shall refer to any person who holds
an ownership interest in a Unit in the Project which is reflected in the records ofthe
Lincoln County Clerk's Office, State of Wyoming. Each Owner ofa Unit within the
Project 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 Unit,
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.
2.27. "OWNER'S INTEREST" or "UNIT OWNER'S INTEREST" shall
refer to the estate of an Owner which estate consists of a separate interest in a Unit
together with the Limited Common Elements associated with such Unit, and an
undivided one-half (1/2) interest in common with all other Owners of the General
Common Elements and appurtenances thereto of the Project.
2.28. "PLAT" shall refer to the recorded Plat ofthe Project. Any such Plat
and the specifications therein are incorporated and made a part of this Declaration
by this reference.
2.29. "PROJECT" shall refer to the entirety ofthe Property which has been
divided into Units, Limited Common Elements and General Common Elements~
2.30. "REFUSE" shall refer to rubbish, refuse, garbage, or other wastes.
2.31. "UNIT" or "CONDOMINIUM UNIT" shall refer to the interior air
space and is described more particularly on the Plat. The Unit is owned separately
in fee simple but the LCE and GCE are appurtenant to the Unit as set forth in this
Declaration.
3. TITLE OF UNITS:
3.1. LEGAL DESCRIPTIONS OF UNIT: For purposes of conveying,
mortgaging, or otherwise affecting title, a Unit may be legally described by its
identifying number as shown on the Plat. The legal description shall be construed
to describe the Unit together with the Limited Common Element associated with
such Unit, and an undivided one-half (1/2) interest in the General Common
Elements, subject to all the rights and limitations incident to the ownership of a Unit
in this Project and uses of the Common Elements. Such legal description shall be
substantially as follows:
All Season Suites Declaration- Page 7
1869CCR (12/12/07)
UNIT No. _, ALL SEASON SUITES, County of Lincoln, State of
Wyoming, as per the duly recorded plat thereof.
000S06
3.2. CONVEYANCES AND TITLE TO UNITS: The Units in the Project
11lay be conveyed and recorded as individual properties capable of independent
usage. Each Unit may be held in any traditional form of holding real property
interests including, but not limited to, joint tenancy, and/or tenancy in common.
4. NATURE OF OWNERSHIP:
4.1. OWNERSHIP OF COMMON ELEMENTS: Each Owner shall own
an undivided one-half (l/2) interest in the General Limited Common Elements as a
tenant in common with all other Owners of the Project, and, except as otherwise
limited in this Declaration and/or the Board Rules, shall have the exclusive right to
use the Limited Common Elements appurtenant to his Unit as reflected on the Plat
together with the right to use the General Common Elements (as may be applicable)
for all purposes incident to the use and .occupancy of his Unit and such other
incidental uses permitted by this Declaration. Such rights shall be appurtenant to and
run with his Unit.
4.2. COVENANTS APPURTENANT TO UNITS: All rights or interest
and all obligations or restrictions of an Owner created hereunder shall be deemed
appurtenant to his Unit and shall not be separable therefrom. Any conveyance or
encumbrance of a Unit shall also be deemed a conveyance or encumbrance of those
appurtenant rights or interests even though such rights or interests are not expressly
referred to in such conveyance or encumbrance. All Units of the Project shall be
subject to the obligations and restrictions of the Alpendorf Declaration and
Alpendorf Owners Association. The rights arising from the Alpendorf Declaration
and Alpendorf Owners Association are also appurtenant to each Unit and shall not
be separable therefrom.
4.3. NONSEPARABILITYOFCOMMONELEMENTS: Anyapplicable
General and Limited Common Elements shall remain undivided and shall not be
separated from the Units to which they appertain. No Owner shall bring any action
for partition or division ofinterest in the General and/or Limited Common Elements,
or of Units from their appurtenant interest in the General and/or Limited Common
Elements.
4.4. COVENANTS TO RUN WITH THE LAND: This Declaration and
all covenants, restrictions, limitations, easements, conditions, and uses as herein
provided for shall constitute covenants to run with the land hereby submitted to the
Project and shall be a burden and/or a benefit to the Declarant, its successors and
assigns; and to any person acquiring any interest in the above describe~ real
All Season Suites Declaration- Page 8
1869CCR (12/12/07)
property, and to their heirs, executors, administrators, personal representatives,
successors and assigns.
'-000807
5. EASEMENTS:
5.1. ENCROACHMENTS: In the event any portion of a Unit, by reason
ofthe construction, reconstruction, settlement or shifting thereof, encroaches or shall
hereafter encroach upon any part of any other Unit, or any part of any building
encroaches or shall hereafter encroach upon any part of an easement, or applicable
General and/or Limited Common Elements or, if by reason of the design or
construction of utility systems, any main pipes, ducts, or conduits serving more than
one Unit encroach or shall hereafter encroach upon any part of any Unit, valid
easements for the maintenance of such encroachment and for the use of such
adjoining space shall exist for the benefit of such Unit, so long as all or any part of
the building or buildings containing such Unit shall remain standing; provided,
however, that in no event shall a valid easement for any encroachment to be created
in favor of an Owner of any Unit or in favor of an Owner of a Limited Common
Element if such encroachment occurred subsequent to the original construction by
Declarant and is due to the willful conduct of said Owner or Owners.
5.2. EASEMENTS FOR CERTAIN UTILITIES: The Board of Directors,
as hereinafter provided, may grant easements from time to time for utility purposes
for the benefit of the Project (so long as such Easement does not unreasonably
restrict the use and/or enjoyment of such Unit), including the right to install, lay,
maintain, repair and replace water mains and pipes, sewer lines, gas mains, telephone
wires and equipment, and electrical conduits, and wires over, under, along and on
any portion of the Project as necessary; and each Owner hereby grants the Board of
Directors an irrevocable power of attorney to execute, acknowledge, and record, for
and in the name of such Owner, such instruments as may be necessary to effectuate
the foregoing.
5.3. UTILITY AND OTHER SERVICES AND EASEMENTS: One
single Water, Sewer and Propane line brings services therefor to the Project and
Valves and/or meters, whether in the Common Element or within a Unit, then split
the respectiye service for the use in the individual Units. An Electrical Service Panel
and a Soft Water System which service both Units is located in Unit 1 and an access
for the Attic is located in Unit 2. In addition, a Sprinkler System for the purposes
of watering the landscape area located in the General Common Elements is located
within the area of Unit 1. Further, a Fire Alarm System for fire protection of the
Units is located in the area of Unit 1. Easements for such lines, meters, valves,
panel, access, and/or systems, including the use, care, operation, maintenance and/or
repair of and to such line, meters, valves, panel, access and/or systems, are hereby
reserved to the Board for the common use, good and benefit of the Owners. Any and
all use, care, operation, maintenance and/or repair of such lines, meters, valves,
All Season Suites Declaration- Page 9
1869CCR (12/12/07)
panel, access and/or systems shall be at such times and in such manner as shall be
reasonable and necessary under the circumstances.
000808
5.4. EASEMENTS TO RUN WITH LAND: All easements and rights
described herein are easements appurtenant, running with the land, perpetually in full
force and effect, and at all times shall inure to the benefit of and be binding on the
undersigned, its successors and assigns, and any owner, purchaser, mortgagee and
other person having an interest in the Project or any part thereof shall be subject
thereto as though such easements and rights were recited fully and completely set
forth in their entirety. No reference to such easements and rights shall be necessary
to create or reserve such easements or rights referred to herein in any deeds of
conveyance, mortgages or trust deeds or other evidence of obligation.
6. COVENANTS AND COMPLIANCE: All Owners shall comply with the
covenants, conditions and restrictions contained in this Declaration, the Articles and By-
laws and such Board Rules as may be adopted by the Board. All Owners shall require
compliance from their children, tenants, guests, employees and any other person whom they
invite into the Project.
6.1. PRIOR COMMITTEE APPROVAL: No Improvements shall be
built, erected, placed or materially altered on or in a Unit, or on or in the LCE or
GCE, including without limitation, change of exterior colors or materials, unless and
until the building or other plans, specifications and 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 and workmanship and the physical or aesthetic conformity to surrounding
terrain and other Improvements within the Project. 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 the Units except as to the extent
incidentally necessitated by use and size requirements.
6.2. PERMITTED USES: No Unit shall be used except as permitted and
approved by the Committee. All improvements within the Limited Common Element
shall be harmonious in style and similar in workmanship, materials, design and style
as the Project ONLY upon approval of the Committee. The permitted use of Unit 1
shall be for business office purposes, unless otherwise approved by the Committee.
6.3. SETBACK: If approved by the Committee, all buildings, sheds,
storage buildings, or other outbuildings associated with the Project shall be located
in or on the Limited Common Element and shall be in accordance with the and
subject to the County Zoning Ordinance.
All Season Suites Declaration- Page 10
1869CCR (12/12/07)
000809
6.4. CONSTRUCTION: Construction of all buildings or structures, 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. During
construction, the Unit and all Common Elements shall be maintained and kept by the
Owner (having the construction done) in a clean and good condition.
6.5. RE-SUBDIVISION: No Unit shall be subdivided or re-subdivided
from the Unit size and dimension as reflected on the Plat of the Project without the
approval of the Committee.
6.6. EXTERIOR MATERIALS: The exterior of all buildings shall be
constructed with minimal maintenance siding materials such as rock, stone, brick,
stucco, metal and/or other low maintenance type products. Such materials must be
approved by the Committee prior to construction.
6.7. LANDSCAPING: Lawn and landscaping shall be kept and maintained
in the General Common Element in a clean and husbandrylike manner.
6.8. PROJECT APPEARANCE: No Unit, Limited Common Element,
General Common Element or portion thereof shall be neglected or permitted to fall
into an unsightly, displeasing or unattractive state, or permitted to be overgrown with
weeds or strewn with refuse. The Board shall have the power and shall be authorized
at its discretion and at the request of any other Owner, to remove or to take any other
action upon such premises to remove rubbish, garbage, overgrown weeds or such
other unsightliness without responsibility or liability to the complaining Owner, and
at the expense of the failing or neglecting Owner.
6.9. UNIT MAINTENANCE AND REPAIR: Each Owner, at his own cost
and expense, shall keep his Unit, inclusive of any Limited Common Element
associated with his Unit, in good order, condition, and repair, and shall do all
redecorating and painting which may at any time be necessary to maintain the good
appearance of his Unit. Each Owner shall repair all injury or damages to the Project
caused by the negligent, careless action or inaction of such Owner, his agents,
employees, guests, and/or invitees, and all such repairs, redecorating and/or painting
shall be of quality and kind equal to the original work and as approved by the
Committee.
6.10. CLEAN CONDITION: Each Unit, the associated Limited Common
Element 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 within the Project. All refuse shall be disposed
of in accordance with the County and/or the Department of Health regulations, or
All Season Suites Dec1aration- Page 11
1869CCR (12/12/07)
00081.0
such regulations and/or requirements as the Committee may determine. The right
to enter upon any Unit and Limited Common Element 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 Unit Owner and shall become a lien on the Unit upon completion of the
work.
6.11. 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 in the Project. Excluding
construction activities of improvements on a Unit, 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 Unit and/or Limited Common Element, shall be prohibited.
6.11.1. 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.
6.11.2. 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 Unit or Limited Common Element except upon Committee approval.
6.12. TEMPORARY RESIDENCES: No structure of a temporary
character, trailer, basement, tent, shack, garage, barn, or other outbuilding shall be
used on any portion of the Project at any time as a dwelling or residence either
temporarily or permanently.
6.13. LEASING OF UNITS: The Owners ofthe respective Units shall have
the absolute right to lease the space within the Unit. However, any such Lease shall
be subject to the Covenants ofthis Declaration, the Documents and any Board Rules
made by the Board. Any breach of thereof shall constitute a default under the Lease.
6.14. SIGNS: All signs of any kind displayed to public view, must be
approved by the Committee (as described in this Declaration) and the Board (as
described in the Alpendorf Declaration).
6.15. ANIMALS: No animals, livestock, or poultry of any kind shall be
raised, bred, or kept on any Unit, unless approved by the Board and allowable under
the County ordinances. No animal shall be allowed to roam free in the neighborhood
or enter upon any other private property.
6.16. RECREATIONAL AND/OR OTHER VEHICLES: No recreational
vehicles (including but not necessarily limited to boats, campers, motor homes, or
similar vehicles or equipment), nor trucks, tractors or trailers, nor non-operating,
dilapidated, un-repaired, or unsightly vehicles or similar equipment, shall regularly
All Season Suites Declaration- Page 12
1869CCR (12/12/07)
~L
be parked or stored on any portion of the Project except as may be approved by the
Committee.
OÖOB11·
6.17. ANTENNA/SATELLITE: Any antenna of any type greater than five
(5) feet in height must be approved by the Committee. Satellite dishes shall not be
allowed closer to any street than the rear line of the building and shall not be visible
from any street or road. No satellite dishes larger than twenty inches (20") in
diameter shall be allowed.
6.18. KINDERGARTENS. SCHOOLS AND CHILD CARE CENTERS:
No Unit or portion of the Project shall be used as a school, kindergarten, or child
care center.
6.19. ASSESSMENTS: Each Owner of a Unit, 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.
7. ARCHITECTURAL CONTROL COMMITTEE:
7.1. INITIAL COMMITTEE: The initial Committee shall be composed
of three persons and the initial Committee Members shall be: Laurence Reinhart,
Gerre McClintick and Karen McClintick. 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.
7.2. 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
All Season Suites Declaration- Page 13
1869CCR (12/12/07)
given and the related covenant, conditions and/or restrictions shall be deemed to
have been duly complied with. 'Ö008~2
7.3. 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.
7.4. 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.
7 .5. VARIANCES: The Committee may grant and authorize variance from
compliance with any of the architectural provisions of this Declaration, including
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 ofthe terms and provisions ofthis 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.
7.6. 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.
7.7. ACTIONS OF COMMITTEE: The actions, non-actions or
negligence of the Members of the Committee shall not be actionable under any
circumstances.
7.8. COMMITTEE DUTIES PASS TO ASSOCIATION BOARD: At
such time as Declarant no longer owns any Units within the Project, including
additional divisions, the Committee shall automatically dissolve and the Board shall
assume the duties, obligations and responsibilities of the Committee.
All Season Suites Declaration- Page 14
1869CCR (12/12/07)
000813
8. ALL SEASON SUITES OWNERS ASSOCIATION. INC.: Within thirty
(30) days of recordation of this Declaration, the ALL SEASON SUITES OWNERS
ASSOCIATION, INC., a non-profit Corporation, shall be created (a copy of the Articles
oflncorporation and By-Laws are attached hereto as Exhibit "B" and "C", 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.
8.1. PERSONAL LIABILITY: No member ofthe 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.
8.2. BOARD RULES: Subject to the approval of Declarant (until
Declarant no longer owns any Units within the Project) 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 Project, 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 ofthe 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.
9. DESTRUCTION. DAMAGE. PARTITION. AND TERMINATION:
9.1. ABANDONMENT: The Declarant, the Board of Managers, or Owners
shall not abandon or terminate the Project without the prior written approval of any
mortgagee holding or having a mortgage on a Unit within the Project.
9.2. DAMAGE OR DESTRUCTION: In the event the Limited and/or
General Common Elements ofthe Project are destroyed or damaged to the extent of
fifty-one percent (51 %) or less than the value thereof, the Association shall be
All Season Suites Declaration- Page 15
1869CCR (12/12/07)
·0008j.4·
responsible for the repairing, rebuilding, and/or restoring the same to the condition
it was in immediately prior to such destruction or damage, and may be entitled to use
for such purposes the proceeds of any and all insurance policies which the
Association may have had in force on said premises as ofthe date of such destruction
or damage. In the event the LCE and the GCE of the Proj ect are destroyed or
damaged to the extent of more than fifty-one percent (51 %) of the value thereof, the
Association shall, at a meeting duly called for that purpose, determine whether or not
the Project should be rebuilt, repaired or disposed of. Unless Owners entitled to not
less than two-thirds (2/3rds) of the voting power of the Association agree to the
withdrawal of the Project from the Provisions of the Act and to its subsequent
disposal, the Proj ect shall be repaired, rebuilt or restored to the same condition it
was in immedi~tely prior to the destruction or damage. In the event the cost of such
repairing, rebuilding, or restoring shall exceed the amount realized from the proceeds
of the Association's insurance policies as herein provided, the Owners shall
contribute to such cost in relation to their percentage of ownership in those parts of
the Project to be repaired or rebuilt. Any institutional holder of a first mortgage on
any Unit so affected shall be notified by written notice by the Board.
9.3. CONDEMNATION: In the event of taking of a Unit or any portion
thereofby condemnation or by eminent domain, or is otherwise sought to be acquired
by an authority, then the mortgage holder of any mortgage shall be given written
notice and nothing herein shall entitle an Owner of a Unit or any other party to
priority over such mortgage holder with respect to the distribution to such Unit of
the proceeds of any such award or settlement.
9.4. NO PARTITION: A Unit shall not be partitioned as between persons
having an interest therein, but if grounds for such partition exist at law or in equity,
the Unit shall be sold as a Unit and the proceeds divided in accordance with law.
9.5. BOARD OF MANAGERS. ATTORNEY IN FACT: All of the
Owners irrevocably constitute and appoint the Board as their attorney in fact for the
purpose of dealing with the Project if it is damaged or destroyed. Acceptance by any
grantee of a deed from the Declarant or from any Owner shall constitute such
appointment; however, the Board shall not exercise this power of attorney until two-
thirds (2/3rds) or more of the voting power of the Association votes in favor of
having it do so and further until Owners representing two-thirds (2/3rds) or more of
the voting power of the Association have executed a certificate certifying that use
of such power of attorney has been authorized and is properly exercisable under this
Declaration and such certificate has been placed of record.
10. INSURANCE:
10.1. COVERAGE: The Board may secure and maintain the following
Insurance coverage:
All Season Suites Declaration- Page 16
1869CCR (12/12/07)
bOOS1.5
10.1.1. A multi -peril type policy providing coverage for fire
insurance with extended coverage endorsements for the full insurable
replacement cost of the Common Elements and any and all interests
appurtenant or associated therewith.
10.1.2. A policy or policies insuring the Board and the Owners
against any liability arising from the ownership, use or maintenance of any
portion ofthe Project, including use ofthe Units, Limited Common Elements
or General Common Elements by anyone. Limits of liability under such
insurance shall in no event be less than $100,000/$300,000 for bodily injury;
and shall not be less than $250,000.00 for property damage for each
occurrence. Such limits and coverage shall be reviewed at least annually by
the Board and amended if inadequate or excessive. Said policy or policies
shall deny subrogation rights against Owners.
10.1.3. Insurance for such other risks as are or hereafter may
customarily be covered with respect to other Projects similar in construction,
design, and use.
10.2. INSURED: The Association and the Owner's Interest in the Common
Elements shall be named as insured under such policy.
10.3. MORTGAGEE CLAUSE: Each such policy or policies shall provide
for a standard mortgagee clause in favor of any mortgagee of each Unit. Any
proceeds payable thereunder shall be payable to the Owners Association for the use
and benefit of the mortgagee, as their interests may appear. The Mortgagee Clause
shall provide for notice to said Mortgagee ten (10) days in advance of the effective
date of any reduction in or cancellation of the policy.
10.4. INSURANCE UNDERWRITING: Each hazard policy must be
written by an insurance carrier which has a financial rating in Best's Insurance
Reports of BBB+ or better.
10.5. COMMON EXPENSE: The cost ofanyinsurancepolicy(s) described
above shall be a Common Expense. However, the cost of any insurance policy on
the LCE shall be a Limited Common Expense and assessed to the Unit Owner having
exclusive use of such LCE. Each Owner shall, without prejudice, have the right to
insure his own Unit and the respective LCE associated therewith, for his own benefit
in any amount satisfactory thereto. However, no such policy shall decrease in any
way the amount which the Association on behalf of the Owners shall realize under
the policies so authorized.
10.6. AUTHORITY TO ADJUST: The Board shall have exclusive
authority to adjust fire and casualty losses under insurance policies maintained by
it but must keep in force such coverage for at least eighty percent (80%) of the
replacement cost of the Common Elements (inclusive of the Limited Common
Elements) and associated interests thereto. However, any claims as to any personal
All Season Suites Declaration- Page 17
1869CCR (12/12/07)
·OOOBj.G
liability of any Owner arising out of the ownership, use, operation, or management
of the Common Elements (inclusive of Limited Common Elements) may be
compromised or settled as to his portion of any such claim by any Owner without
prejudice to the remaining balance thereof and without the same constituting
evidence for or against any such claimant.
11. COVENANT ENFORCEMENT: Enforcement ofthe covenants, conditions
and restrictions contained in this Declaration, the Documents and/or the Board Rules shall
be by proceedings at law or in equity against any person or persons violating or attempting
to violale 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, the Board 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 attorneys' 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 for enforcement hereunder, 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 Unit Owners within the Project.
12. EXPANSION OF PROJECT: The Project described hereinbefore consists
of two Units together with General and Limited Common Elements. Additional property
is contiguous to the Project and Declarant may determine to develop and/or construct
additional phases and divisions of the Project. Therefore, Declarant hereby reserves the
right to expand the Project for a period of not to exceed seven (7) years from the date of
recordation hereof, to include additional phases and/or divisions consisting of Units of the
same general use, size and nature, and Common Elements of the same general use and
nature as those in this Project. The Unit Owners of the new phase or division shall be
Members of the All Season Suites 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 Units added in the
new completed phase or division. Division 1 (the Project as described hereinbefore) and
all new phases or divisions shall be managed and governed as one Project and the
Association as one Owners Association for all the phases, and/or divisions withoùt regard
to the phases and/or divisions. "Completion" for purposes of this paragraph shall mean at
such time as when the new Division's or Phase's plat has been recorded.
12.1. METHOD OF EXPANSION: The expansion of the Project maybe
accomplished in phases (additional divisions) by successive supplements by
Declarant filing for record in the Lincoln County Wyoming Clerk's Office, a
supplement to this Declaration containing:
12.1.1. The legal description(s) of the real property on which
additional Units and/or Common Elements will be built; and
All Season Suites Declaration- Page 18
1869CCR (12/12/07)
12.1.2. A plat reflecting the new Units and Common Elements within
the phase or division.
. '00081.7
13. AMENDMENT: Upon the approval of Declarant (until Declarant no longer
owns any Unit in the Project) this Declaration and the covenants, restrictions, and
provisions contained herein may be altered, amended or added to at any duly called
Association meeting; provided:
13.1. NOTICE: That the notice of the meeting shall contain a full
statement of the proposed amendment;
13.2. APPROVAL: That the amendment shall be approved by two-thirds
(2/3rds) majority of the Owners in number and common interest, and
13.3. RECORDATION: Said amendment shall be set forth in a duly
recorded amendment.
14. BINDING EFFECT: The provisions of this Declaration and the provisions
of the Association's Articles of Incorporation, By-Laws and Board Rules are binding upon
any and all persons acquiring any interest in the above described real property and to their
heirs, executors, administrators, personal representatives, successors and assigns.
15. CONSTRUCTION:
15.1. SEVERABILITY: In the event that a phrase, sentence, clause, or
paragraph contained herein should be invalid or should operate to render this
agreement invalid, this Declaration shall be construed as if such invalid phrase,
sentence, clause, or paragraph had not been inserted.
15.2,. 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.
15.3. 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.
15.4. TOPICAL HEADINGS: The topical headings of the paragraphs
contained herein are for convenience only and do not define, limit or construe the
contents of the paragraphs herein.
All Season Suites Declaration- Page 19
1869CCR (12/12/07)
15.5. EFFECTIVE DATE:
recording hereof.
Dated:
STATE OF IDAHO )
) SS.
COUNTY OF BONNEVILLE )
This Declaration shall take effect upon
"00081.8
On \'"Z.... \ \"" \ D î , before me, the undersigned, personally appeared
Laurence Reinhart and Gerry McClintick, known or identified to me to be the Managers of
the Limited Liability Company that executed the within instrument and acknowledged to
me that they executed the same.
.,
NOTARY PUBLIC
LANE R. ARCHIBAl.D
STATE OF IDAHO
.~ ""~
My Commission Expires' 04/1M~011
All Season Suites Declaration- Page 20
1869CCR (12/12/07)
~
NOTARY FOR THE STATE OF IDAHO
Commission Expires:
II
i
¡"I 00UB19
i :Q 1 ,i!1 tUf(l'i !! ;;! i :~ IJi~ ~ II ;;11* I!
q , ~~ i ~
It ~ \ ..Ir~ II ' =ll11I I !II¡:-~ ¡¡ I
I '-3 \ £III j I
'"< '
~ ~\ llJ I t !. II. I I~ illl
il J.- ~~ "'
"tI ,. ·I~!i ~ I Ii ill! i I! !I!~ '" II
I: \ if II _I'
\ I llll I ;;! . ¡'i. . ¡I!! r.¡
:: I \ fir!!' I ! l" I i-, I
1 \ . "' ~;i II ~;i;
~¡ II III:¡I. â
B ~ \ PI h i ! Ii! i ! !!II
, Iii ~--.-\ I fl
fl ! I I \
If a \ ~ ~H ~
: I \ 'JI ~~~
\ I ë!l'i
i ~ ü
JJ . R f ilf~
ì fi'd
T _
I ì" -
¡ f
.. ì
t:U
~~.;!
7' -
:::11):
J ~
51
, - ,
" þ
,'.. I-I
. ~ ~;. ;
\ ~II
\
"(
I'f
q
.H
I~~
! j ~
R¡ J
'" ,
r I
I; ~
I ~
I~
~ ~
~ .'!
1.4 I ¡
~.z\.v'" ~
pO~ III tJ1'f8
(tt1fiI"ØJ15
. II lID Ii ~ -6- ):{ m G a .. g *
; i II I Iii I I a I I i ~
~ i.; I I' ! I I I ," · ~
a I.~ J I I i 0
I II .. I i
i~~~tfr!r lì;11Ji I!
1!2~ Gii! :I'llll' 'I
j'!IJb~'f Iii t:n I
alll!!~1 'i 'I., ~.
!5fJ-lIJi l! 'r;~IJ p
In I~!fr I ~nlJ .. I ! i I
!15!f'frJr I m.t. Iii ~ t :! e· <0> · 6 a R
!r¡~ i~f 'I" 'I . I U
,~I~ iteJl 1 If. I aÎMhf' I I
~r£lifU fllJ-' J I I! I i iii: IIIII ~ I I II I ~ U
£i!lr.la~ Ill; i ilG-1g ; Ii I I g ~. iii iii
dr¡i d ~lmJ §!;.' g is:: ~ ; ~ I I ; III
'pI JII:' hi Iii I iii
I 'I'
..
N-o
CO:;u
;~
~1
¡tll
1. ~i; I
\ U i
\
~\
''''!is
"'1,£
\
\
\
\
\
\
\
\
\
000820
~ :1-4-
!
,
I
¡
f
i
)Þ »
I F=
I !
~ ~
~ m
~i~
~II$
/I i
'þ.z\.~~
pO~ IØ
l~ ~II~
.. 1ID~-6-;t(ŒJGa.l8I*
!I I ¡ H I ¡! I : ~
!! II ¡ ! I! to
I .
~
¡
I I
t ¡ I e."sD[J"
I I ,
i I
!lli~
I S >I §
Ilii~
. = .
I
I I I I ~
~ II I I
Iii ¡
I
OObS21.
~
~
í ij ! I
'!II
i ,.. ~
:i! ~ , ! , !
! ~ '!II G ~
'II
¡ I í i
n i
~ 'II I
~ I"
~ .... !
.;S
a
i~
Ii ~:I
II
I
~
s:
I ¡; ~
i
u ~ z
i
l:sa 0 :i!
II ~
i
s. ~
II -<
~
II .;S
I"
I
I"
!
.
I
~ ~
I ~
I ~
I m
OJ
I"
!
000822
EXHIBIT B
ALL SEASON SUITES
OWNERS ASSOCIATION,
INC.
ARTICLES OF INCORPORATION
I
ARTICLES OF INCORPORATION
OF
ALL SEASON SUITES
OWNERS ASSOCIATION, INC.
a Wyoming Non-Profit Corporation
000B23<
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, acting as the incorporators under the provisions of the 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:
ALL SEASON SUITES 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
Elements (both General and Limited Common Elements) located within the property
(together with any additional properties included by Supplement(s) as permitted in the
Declaration), hereinafter referred to as the "Project", described as:
ALL SEASON SUITES, a Wyoming Condominium
Project, Lincoln County, State of Wyoming, as per the
recorded plat 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
Units within the Project); 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 ofthe purposes,
powers, duties, obligations, business and/or operations ofthe Association.
2.3. To enforce (including aid and cooperate with the Members ofthe Corporation
in enforcement of) the conditions, covenants and restrictions, including corrective action(s)
and repairs and replacement of any Common Elements maintained by the Association .
damaged by negligent or willful acts of any Member (and/or occupant of a Member's Unit
Articles of Incorporation - Page 2
1869Articles (11130/07)
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 All Season
Suites Declaration of Covenants, Conditions and Restrictions ("Declaration") (the Articles,
By-Laws and Declaration are collectively referred to as the "Documents"). 1.000824 .
2.4. To promulgate such rules and regulations ("Board Rules") for the use of the
Project.
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 ofthe Corporation pursuant to and in accordance with the
Documents and the Laws ofthe State of Wyoming.
3. POWERS AND ASSESSMENTS: The Corporation (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 of the 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 of the
Association; to levy such Regular, Special and Limited Assessments to the Members (Owners of
Units) 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 defmed,
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
6.
FORMS:
MAILING ADDRESS FOR CORRESPONDENCE AND ANNUAL REPORT
P.O. Box 3698
Alpine, WY 83218
Articles of Incorporation - Page 3
1869Articles (11130/07)
7. INCORPORATORS NAMES AND ADDRESSES: The Incorporators names and
addresses are as follows. The management ofthe 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:
OÒ082S'
Larry Reinhart
P. O. Box 50540
Idaho Falls, ill 83405
Incorporator and Director
Gerre McClintick
56 Palomino Drive
Alpine, WY 83128
Incorporator and Director
Karen McClintick
56 Palomino Drive
Alpine, WY 83128
Incorporator and Director
The Term of each Director shall be as set forth in the By-Laws ofthe Corporation.
8. DISSOLUTIONILIQUIDATION: 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 cert' he truth ofthe facts herein.
~~f;t/[?~~
Karen McClintick
Articles of Incorporation - Page 4
1869Articles (11/30/07)
STATE OF IDAHO
COUNTYOFBONNEV~LE
)
) SS.
)
000826
On t ....... \ I. J.:, \ ~ , before me, the undersigned, personally appeared Larry
Reinhart, Gerre McClintick, and Karen McClintick, 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 PUBLIC
LANE R. ARCHIBALD
STATE OF IDAHO
My CQmmlsslon Expires: 04/15/2011
Articles of Incorporation - Page 5
1869Articles (11130/07)
~
NOTARY FOR THE STATE OF IDAHO
Commission Expires: \.
EXHIBIT C
000827'
ALL SEASON SUITES
OWNERS ASSOCIATION,
INC.
BY-LAWS
TABLE OF CONTENTS
000828
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.
POWERS AND DUTIES
2.1. ASSESSMENTS. .
2.1.1. Purposes of Assessments
2.1.1.1. Regular GCE Assessments
2.1.1.3. Special Assessments . .
2.1.1.4. Limited Assessments
2.1.2. Amounts and Payment ........
2.1.2.1. Regular GCE Assessment
2.1.2.3. Special Assessment.
2.1.2.4. Limited Assessment
5
5
5
5
6
. 6
. . 6
..6
.7
7
3. MEMBERSHIP .......................................................... 10
4. MEETINGS OF THE MEMBERS .......................................... 12
5. BOARD OF DIRECTORS AND MEETINGS ................................. 13
6. OFFICERS .............................................................. 15
7. ACCOUNTING .......................................................... 16
8. TERMINATION ......................................................... 16
9. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
BY-LAWS - Page 2
1869Bylaws (11/30/07)
BY-LAWS OF
ALL SEASON SUITES
OWNERS ASSOCIATION, INC.
000829'
1. DEFINITIONS:
1.1. "ALPENDORF DECLARATION" shall refer to the Alpendorf Subdivision
Property Owners Declaration of Covenants, Conditions and Restrictio~s, recorded in Book 560,
Page 797, Lincoln County Clerk's Office, Lincoln County, Wyoming.
1.2. "ALPENDORF OWNERS ASSOCIATION" shall refer to the Alpendorf
Subdivision Property Owners Association recorded in Book 561, Page 467, Lincoln County
Clerk's Office, Lincoln County, Wyoming.
1.3. "ARTICLES" shall refer to the Articles of Incorporation ofthe All Season Suites
Owners Association, Inc., and any amendments thereto, as filed with the Wyoming Secretary of
State.
1.4. "ASSESSMENTS" consist of Regular, Special and/or Limited Assessments as
described hereinafter and shall be assessed to the Unit Owners in accordance herewith.
1.5. "ASSOCIATION" or "CORPORATION" may be used interchangeably and
shall refer to the All Season Suites Owners Association, Inc.
1.6. "BOARD" shall refer to the Board of Directors of the Association.
1.7. "BOARD RULES" shall refer to those rules and/or regulations which the Board
adopts to control, regulate and/or restrict the use, management, operation or otherwise of the
Common Elements and such other matters which the Association shall have responsibility for.
1.8. "BY-LAWS" shall refer to these By-Laws of the Association.
1.9. "COMMON ELEMENTS" shall refer to those portions of the Project shown
on the respective Project Plat as General Common Elements and Limited Common Elements.
1.10. "CO MM 0 N EXPENSE" shall refer to any amounts, costs, fees, charges and/or
expenses paid or incurred in and/or for the fulfillment ofthe purposes and/or in the carrying out
ofthe powers ofthe Association as set forth in the Documents inclusive of but not limited to, the
amounts assessed by the Alpendorf Owners Association.
1.11. "COUNTY" shall refer to the County of Lincoln, State of Wyoming.
BY -LAWS - Page 3
1869Bylaws (11/30107)
1.12. "COVENANTS" shall refer to the covenants, conditions and restrictions
contained in the Declaration.
000830
1.13. "DECLARANT" shall refer to the Declarant identified in the Declaration.
1.14. "DECLARATION" shall refer to the All Season Suites Declaration of
Covenants, Conditions and Restrictions as recorded with the Lincoln County Clerk's Office,
State of Wyoming.
1.15. "DOCUMENTS" shall refer collectively to the Articles of Incorporation, these
By-Laws and the Declaration.
1.16. "GENERAL COMMON ELEMENT" or "GCE" shall refer to those portions
of the Project shöwn and designated on the Plat as General Common Elements. All General
Common Elements shall be for the common good, use and benefit of all the Unit Owners.
1.17. "LIMITED COMMON ELEMENTS" or "LCE" shall refer to that portion of
the Common Element (referred to as Limited Common Element) adjoining or located in close
proximity to a Unit which is designated or intended for the independent or exclusive use by the
respective individual Unit Owner subject to reasonable restrictions which may be imposed by
Declarant or the Board from time to time. Said areas (Elements) are more particularly designated
and described on the Plat. Expenses for the operation, maintenance, management and repair of
the Limited Common Element, inclusive oftaxes on the improvements located thereon, shall be
the cost and expense ofthe Unit Owner having exclusive use thereof.
1.18. "LIMITED COMMON EXPENSES" or "LCE EXPENSES" shall refer to any
amounts, costs, fees, taxes, charges and/or expenses paid or incurred for the care, operation,
maintenance (including snow removal) and/or repair ofthe LCE appurtenant to a specific Unit,
shall be the cost and expense ofthe Unit and the Owner thereof which has exclùsive use thereof.
1.19. "MEMBER" shall refer to a Member of the Association. Member and Owner
may be used interchangeably herein.
1.20. "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.
1.21. "MORTGAGE" shall refer to any mortgage, deed of trust, or other security
instrument by which a Lot or any part thereof is encumbered.
1.22. "MORTGAGEE" shall refer to 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.
BY-LAWS - Page 4
1869Bylaws (11/30/07)
000831
1.23. "OWNER" shall refer to any person or entity who holds an ownership interest
in a Unit as reflected in the records ofthe Clerk's Office of Lincoln County, State of Wyoming.
Each Owner of a Unit within the Project 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 Unit,
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.
1.24. "PLAT" shall refer to the recorded Plat of the Property described in the Project.
Any such Plat and the specifications therein are incorporated and made a part hereof.
1.25. "PROJECT" shall refer to and include all of the Units within the Property,
described as:
ALL SEASON SUITES, a Wyoming Condominium Project,
Lincoln County, State of Wyoming, as per the recorded plat
thereof.
1.26. "UNIT" or "CONDOMINIUM UNIT" shall refer to the interior air space of
the Unit as described more particularly on the Plat.
2. POWERS AND DUTIES: In addition to the powers, duties and obligations described
in the Declaration and the Articles, the powers, duties and obligations ofthe Association, as facilitated
and carried out by the Board, shall include, but are not limited to:
2.1. ASSESSMENTS: To levy such Regular, Special and Limited Assessments to
the Members (Owners of Units) 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 GCE Assessments: Regular GCE 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 ofthe General
Common Elements located within the Project (including reserves therefor if so
determined by the Board); any and all amounts assessed by the AlpendorfOwners
Association; 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
Mem~ers 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
BY-LAWS - Page 5
1869Bylaws (11130/07)
BY-LAWS - Page 6
1869Bylaws (11/30/07)
000832
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 of business(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 ofthe purposes, powers, duties, obligations, business and/or
operations of the Association.
2.1.1.2. Regular LCE Assessments: Regular LCE Assessments shall
be for the Limited 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 Limited Common Elements located within the Project (including reserves
therefor if so determined by the Board). All Limited Common Expenses shall be
accounted for in relation to the Unit in which the Limited Common Element is
appurtenant to. Each Unit Owner shall pay the Limited Common Expenses
which is associated with the Limited Common Element appurtenant and
associated with his Unit within 30 days of billing.
2.1.1.3. Special Assessments: Special Assessments may be levied for
the costs and expenses of improvements (including capital improvements) to the
Common Elements within the Proj ect; 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 ofthe Members
at a Meeting duly called for such purpose.
2.1.1.4. Limited Assessments: Limited Assessments may be levied
against any Member in an amount equal to the costs and expenses incurred by the
Association, including legal fees, of corrective action necessitated by or as 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 incurred
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 GCE Assessment: in the amount of One Thousand
Two Hundred Dollars ($1,200.00) per year per Unit, commencing on the date of
Closing (the date of recording conveyance to an Owner of a Unit 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
Animal Regular GCE Assessments (the amount of $1,200.00 being the first
annual base amount and 2008 being the base year) may be increased by the Board
annually by not more than ten percent (10%) above the Regular Assessment for
000833
the previous year without a majority vote of the Owners (Membership) of the
Association. Excluding the first Regular GLE Assessment being due at Closing,
all subsequent Regular Assessments shall be due annually on January 15th, or as
the Board may establish.
2.1.2.2. Regular LCE Assessments: shall be paid by the respective Unit
Owner in which the Limited Common Element is appurtenant and by which the
Limited Common Expenses is related to or arises from, within 30 days ofbilling,
or upon such terms of payment as is established and determined by the Board.
The Board may also establish an Annual Budget for the Regular LCE
Assessments.
2.1.2.3. Special Assessment: in such amount and with the terms of
payment as established and determined by the Board;
2.1.2.4. 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 Unit 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 Unit Owner at the time when the
Assessment fell due. No Assessment shall be chargeable to the Declarant for
any Units owned thereby except or unless a Unit owned by Declarant has been
leased or sold on Contract (for Deed).
2.1.3. Uniform Rate of Assessment: Except as otherwise specifically provided
herein, both Regular and Special Assessments must be fixed at a uniform rate (prorata)
for each Unit within the Project 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 Unit
on the first day of the first year following the conveyance ofthe Unit from 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 thereofto each Member. The Association shall, upon demand
and for a reasonable charge, furnish a certificate signed by an officer ofthe Association
setting forth whether the Assessments on a specified Unit have been paid. A properly
executed certificate of the Association as to the status of Assessments on a Unit is
binding upon the Association as of the date of its issuance.
·2.1.5. Reserve Account: The Board may establish and fund a reserve account
in a reasonable amount based on the estimated life ofthe Common Elements within the
Proj ect 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.
BY-LAWS - Page 7
1869By1aws (11/30/07)
000'834
2.1.6. Non-Payment and Remedy: 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 Unit Owner personally obligated to pay the same, and/or foreclose the lien
against the Unit. No Member may waive or otherwise escape liability for the
Assessments provided for herein by non-use of the Common Elements or by
abandonment of his Unit.
2.1.7. Lien for Non-Payment: A lien shall attach to each Member's Unit and
property interests associated and/or appurtenant therewith for unpaid Assessments
and interest accruing thereon as set forth herein.
2.1.8. Assessment Lien NOT Subordinate to Morteaee: The lien of the
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 Unit from liability for any
Assessments thereafter becoming due or from the lien thereof.
2.2. COMMON ELEMENTS: To control, manage, maintain and care for the
Improvements within the Common Elements, 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 Common Elements; 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 of the covenants, conditions and/or restrictions contained in the
Documents and to enforce by mandatory injunction or otherwise, all provisions thereof.
2.4. DELEGATION OF POWERS: To delegate its power and duties to committees,
officers and employees, or to appoint any person, fInn 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 delegated.
2.5. BOARD RULES: Subject to the approval of Declarant (until Declarant no
longer owns any Units within the Project), 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
Project, 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.
BY-LAWS - Page 8
1869By1aws (11130/07)
Oð083S
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 Unitin 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 Common
Elements as may be necessary or appropriate for the orderly maintenance, preservation, and/or
enjoyment of such Project; the preservation of health, safety, convenience and/or welfare ofthe
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 Units when necessary and with as little
inconvenience to the Owner as possible in connection with the maintenance, care and
preservation ofthe Common Elements and/or Units.
2.9. BANKING: To open bank accounts on behalf of the Association and to
designate the signatories to such bank accounts.
2.10. INSURANCE: To insure and keep insured:
2.10.1. The Common Elements and any and all interests appurtenant or
associated therewith (naming the Association as in!:!ured) with reputable insurance
companies in the amounts and coverage as the Board may determine.
2.10.2. The Board and the Members against any liability arising from the
ownership, use or maintenance of any portion of the Project, including use of Units or
Common Elements 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.
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 ofthe 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
BY-LAWS - Page 9
1869Bylaws (11/30/07)
000836
power of manager in connection with any of the matters which are necessary and/or are
complimentary to the accomplishment of the purposes and powers described in the Documents.
Any contract for services, material and or/suppliers shall be terminable 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 Units in foreclosure or as a result of abandonment and
to take any all steps necessary to repair or renovate' any Unit so acquired and to vote as a Member
of such Unit, offer such Unit for sale or lease, or take any other steps regarding such Unit 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 from 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 orresolutions passed by a majority ofthe 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 ofthe business and affairs of
the Association and may have power to sign all papers which may be required, provided the said
resolution or resolutions shall specifically so provide. Such 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 of the Board shall keep regular minutes of their
proceedings and shall report the same to the Board as required.
3. MEMBERSHIP:
3.1. MEMBERS: Membership shall be composed of and restricted to persons or duly
organized entities who own Units, as described on the recorded Plat(s), within the Project. Each
Unit Owner within the Project shall be a Member ofthe Association and Membership shall be
appurtenant to Ownership of a Unit within the Project. If ownership of a Unit is held by one or
more persons or entities, the multiple Owners of the Unit 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 Unit shall be entitled to one
(1) vote in any Member Meetings. In the event the multiple or joint Owners of a Unit 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.
BY-LAWS - Page 10
1869Bylaws (11/30/07)
000837
3.2. CERTIFICATESIENTITIES: 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 ofthe Association. The Privileges shall include, but not be limited
to the use, enjoyment and facilitation of: the Common Elements within the Project; the benefits
and improvements ofthe Common Elements; vote (in person or by properly executed 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 ofthe 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 Unit within the Project but shall NOT have the other uses,
enjoyments or otherwise facilitate the Privileges, including the right to vote at Meetings ofthe
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 of the record
date prior to a Meeting (Annual or Special) of the Members.
3.4. TRANSFERRAL: Membership shall be automatically transferred upon transfer
or disposition of a Member's interest or ownership in and to a Unit. No Membership interest
shall be transferred, pledged, assigned or alienated except upon transfer of ownership of the Unit.
Membership qualifications may be further delineated, described, and resolved by the Board.
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 ofthe 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 terminated or vacated.
3.7. EXPANSION: Under the provisions of the Declaration, the Declarant has
reserved the right to expand the Project by the filing of Supplements to include additional
BY-LAWS - Page 11
1869Bylaws (11/30/07)
''000838
property into the Project and additional Members into the Association. In the event Declarant
exercises such right(s) of expansion, the Unit Owners (upon conveyance from Declarant to a
Unit Owner) of any new phase or division shall be Members of the Association and the
Association shall be managed and governed as one Project and the Association as one Owners
Association for all the Proj ect, phases, and/or divisions without regard to phases and/or divisions.
As additional phases or divisions are added to the Project, an individual Member's percentage
share of the Common Expenses ofthe Association shall be diminished in a proportion equal to
the number of Units added in the new completed phase or division.
4. MEETINGS OF THE MEMBERS:
4.1. PLACE OF MEETINGS: Meetings ofthe Members shall be held at such place
within the State of Wyoming as the Board may determine.
4.2. ANNUAL MEETINGS: The Annual Meeting ofthe 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 ofthe 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 of the Association shall
report on the activities ofthe 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.
4.4. SPECIAL MEETINGS: A Special Meeting ofthe Members maybe called at
any time by written notice signed by a maj ority of the Board, or by Members holding twenty- five
percent (25%) ofthe total votes, delivered not less than ten (10) days prior to the date fixed for
said Meeting.
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 of a Special Member Meeting, the purpose
ofthe 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 ofthe 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
BY-LAWS - Page 12
1869By1aws (11/30/07)
·000839
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 adjourn the Meeting to such time and
place as they may determine, but in the case of any Meeting called for election ofthe 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 of the Members entitled to vote, present in person or represented
by proxy, shall decide any question of business brought before such Meeting, including the
election ofthe 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 ofthe Members may be taken without a Meeting if a consent in writing setting forth 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:
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 subj ect 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 Units in the Project. 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) Units in
the Project 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 term has
expired. At the expiration of the initial term of office of each respective Director, his successor
BY-LAWS - Page 13
1869Bylaws (11/30/07)
O(j0840
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 maj ority of the remaining Board Members thereof even though they may
consist ofless than a quorum. Each person so elected 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 ofthe 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 from time to time determine.
5.5. SPECIAL MEETINGS: Special Meetings ofthe Board shall be held whenever
called by the President, the Vice-President, or by two (2) or more Board Members. By
unanimous consent of the 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 of the
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 from serving the Association in any other capacity and receiving
compensation therefor, i. e., the Secretary for the Association may be compensated and a Director
may act as such Secretary.
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 of the Board Members, and shall be filed with the Secretary ofthe
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 ofthe
Board handling or responsible for funds provide adequate fidelity bonds. The premium on such
fidelity bonds shall be an expense of the Association.
BY-LAWS - Page 14
1869Bylaws (11130/07)
6.
OFFICERS:
000841 ~..
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 of the
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 ofthe Members and the Board of Directors. He
shall have all ofthe 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.
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, perform all the duties incident to the office of Secretary.
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 from time to time by the Board. Any other officers
need not be Members of the 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 affirmative 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.
BY-LAWS - Page 15
1869Bylaws (11/30/07)
7.
ACCOUNTING:
000842
7.1. BOOKS AND ACCOUNTS: The books and accounts of the Association
shall be kept under the direction of the Treasurer and in accordance with reasonable standards
of accounting procedures.
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 ofthe Association within ninety (90)
days following the end of any fiscal year.
7.4. NON-PROFIT CORPORATION: This Corporation is anon-profit Corporation
established under the laws of the State of Wyoming. No filing or application to the Internal
Revenue Service for a tax exempt status has been made. The Board may determine, at a later
date, to apply therefor.
8. TERMINATION: This Association may be terminated by a two-thirds (2/3rds) majority
vote of the Members in the event the Units within the Project are all owned by one Owner.
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 and/or
Articles. Upon the approval of Declarant (until Declarant no longer owns any Units within the Project)
these By-Laws may be altered, amended, and lor modified at any duly called Meeting ofthe Members,
provided:
9.1. NOTICE: The notice of the Meeting shall contain a full statement of the
proposed amendment; and
9.2. APPROVAL: The amendment shall be approved by two-thirds (2/3rds) ofthe
Members entitled to vote.
Dated:
\ 1-\ \.~\tr1
BY-LAWS - Page 16
1869Bylaws (11/30/07)
he Board of Directors:
090843 '
BY-LAWS - Page 17
1869Bylaws (11/30/07)