HomeMy WebLinkAbout951628DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
THE MEADOWS AT STAR VALLEY
RECEIVED 1/14/2010 at 4:21 PM
RECEIVING 951628
BOOK: 740 PAGE: 130
JEANNE WAGNER
9950855.5
LINCOLN COUNTY CLERK, KEMMERER, WY
ARTICLE 1 CREATION OF THE COMMUNITY 1
1.1 Purpose and Intent 1
1.2 Binding Effect 1
1.3 Governing Documents 2
ARTICLE 2 CONCEPTS AND DEFINITIONS 2
ARTICLE 3 USE AND CONDUCT 5
3.1 Restrictions on Use, Occupancy, and Alienation 5
3.2 Framework for Regulation 7
3.3 Owners' Acknowledgment and Notice to Purchasers 7
3.4 Rule Making Authority 7
3.5 Protection of Owners and Others 8
ARTICLE 4 ARCHITECTURE AND LANDSCAPING 9
4.1 General 9
4.2 Architectural Review 10
4.3 Guidelines and Procedures 11
4.4 No Waiver of Future Approvals 13
4.5 Variances 13
4.6 Limitation of Liability 14
4.7 Certificate of Compliance 14
4.8 Enforcement 14
ARTICLE 5 MAINTENANCE AND REPAIR 15
5.1 Maintenance of Lots 15
5.2 Responsibility for Repair and Replacement 16
ARTICLE 6 THE ASSOCIATION AND ITS MEMBERS 16
6.1 Function of Association 16
6.2 Membership 16
6.3 Voting 17
ARTICLE 7 ASSOCIATION POWERS AND RESPONSIBILITIES 17
7.1 Acceptance and Control of Association Property 17
7.2 Maintenance of Common Maintenance Areas 18
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7.3 Insurance 19
7.4 Compliance and Enforcement 22
7.5 Implied Rights; Board Authority 24
7.6 Indemnification of Officers, Directors, and Others 24
7.7 Provision of Services, Activities, and Programs 25
7.8 Facilities and Services Open to the Public 25
7.9 Relationship with Governmental and Tax Exempt Organizations 26
7.10 Right To Designate Sites for Governmental and Public Interests 26
7.11 Use of Technology 26
7.12 Compliance with the Development Agreement 26
ARTICLE 8 ASSOCIATION FINANCES 27
8.1 Budgeting and Allocating Common Expenses 27
8.2 Budgeting for Reserves 28
8.3 Special Assessments 28
8.4 Benefited Assessments 28
8.5 Commencement of Assessment Obligation; Time of Payment 29
8.6 Obligation for Assessments 29
8.7 Lien for Assessments 30
8.8 Limitation on Assessment Increases 31
8.9 Exempt Property 32
8.10 Use and Consumption Fees: Licenses and Royalties 32
ARTICLE 9 EXPANSION OF THE COMMUNITY 32
9.1 Annexation by Declarant 32
9.2 Annexation by the Association 33
9.3 Additional Covenants and Easements 33
9.4 Effect of Filing Supplemental Declaration 33
ARTICLE 10 ADDITIONAL RIGHTS RESERVED TO DECLARANT 33
10.1 Withdrawal of Property 33
10.2 Marketing and Sales Activities 34
10.3 Right to Develop 34
10.4 Right to Approve Changes in The Meadows at Star Valley Standards 34
10.5 Right to Transfer or Assign Declarant Rights 34
10.6 Central Telecommunication, Receiving, and Distribution System 34
10.7 Rights To Sue Names; License Agreements 35
10.8 Right To Use Common Area for Special Events 35
10.9 Easement to Inspect and Right to Correct 36
10.10 Right to Notice of Design or Construction Claims 36
10.11 Termination of Rights 36
10.12 Exclusion of Declarant's Other Properties 36
ARTICLE 11 EASEMENTS 37
11.1 Easements in Common Area 37
11.2 Easements of Encroachment 38
11.3 Easements for Utilities, Etc 38
11.4 Easements to Serve Additional Property 39
11.5 Easements for Maintenance, Emergency, and Enforcement 39
11.6 Easements for Cross Drainage 40
11.7 Rights to Stormwater Runoff, Effluent, and Water Reclamation 40
11.8 Easements between Townhome Lots for Utilities 40
ARTICLE 12 LIMITED COMMON AREAS 41
12.1 Purpose 41
12.2 Designation 41
12.3 Use by Others 41
ARTICLE 13 PARTY WALLS AND OTHER SHARED STRUCTURES 42
13.1 General Rules of Law to Apply 42
13.2 Maintenance; Damage and Destruction 42
ARTICLE 14 DISPUTE RESOLUTION 42
14.1 Agreement to Encourage Resolution of Disputes Without Litigation 42
14.2 Dispute Resolution Procedures 43
14.3 Initiation of Litigation by Association 45
ARTICLE 15 MORTGAGEE PROVISIONS 45
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15.1 Notices of Action 45
15.2 No Priority 46
15.3 Notice to Association 46
15.4 Failure of Mortgagee to Respond 46
ARTICLE 16 DISCLOSURES AND WAIVERS 46
16.1 Changes in Master Plan 46
16.2 No Liability For Third Party Acts 47
16.3 View Impairment 47
16.4 Notices and Disclaimers as to Community Systems 48
16.5 Blasting and Other Activities 48
16.6 Liability for Association Operations 48
16.7 Assumption of Risk and Indemnification 49
ARTICLE 17 CHANGES IN OWNERSHIP OF LOTS 49
ARTICLE 18 CHANGES IN COMMON AREA 50
18.1 Condemnation 50
18.2 Partition 50
18.3 Transfer or Dedication of Common Area 50
ARTICLE 19 AMENDMENT OF DECLARATION 51
19.1 By Declarant 51
19.2 By the Members 51
19.3 Validity and Effective Date 51
19.4 Exhibits 52
EXHIBIT A 54
EXHIBIT B 55
EXHIBIT C 56
EXHIBIT D 61
EXHIBIT E 62
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THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS is
made this 1 day of AYl f 2010, by Castle Arch Star Valley, LLC, a Utah limited
liability company.
Declarant has created this Declaration to provide a governance structure and a flexible
system of standards and procedures for the overall development, expansion, administration,
maintenance, and preservation of the Meadows at Star Valley as a planned community.
Declarant, as the owner of the real property described in Exhibit A, is Recording this
Declaration to establish a general plan of development for The Meadows at Star Valley, a
planned community. This Declaration provides for the Community's overall development,
administration, maintenance, and preservation, and provides a flexible and reasonable procedure
for its future expansion. An integral part of the development plan is the creation of The
Meadows at Star Valley Community Association, a Wyoming non profit corporation comprised
of all Community property owners, to own, operate, and/or maintain various common areas and
community improvements, and to administer and enforce this Declaration and the other
Governing Documents.
law.
This Declaration governs the property described in Exhibit A and any other property
submitted to this Declaration in the future. This Declaration shall run with the title to such
property and shall bind anyone having any right, title, or interest in any portion of such property,
their heirs, successors, successors -in- title, and assigns.
Declarant, the Association, and their respective legal representatives, heirs, successors,
and assigns may enforce this Declaration. This Declaration shall be effective for a minimum of
25 years from the date it is Recorded. After 25 years, this Declaration shall be extended
automatically for successive 10 year periods unless at least 90% of the then Owners sign a
document stating that the Declaration is terminated and that document is Recorded within the
year before any extension. In such case, this Declaration shall expire on the date specified in the
termination document.
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DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
FOR
THE MEADOWS AT STAR VALLEY
PART ONE: INTRODUCTION TO THE COMMUNITY
ARTICLE 1
CREATION OF THE COMMUNITY
1.1 Purpose and Intent.
This document does not and is not intended to create a condominium under Wyoming
1.2 Binding Effect.
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In any event, if any provision of this Declaration would be invalid under any rule against
perpetuities, or similar statutory limitation, that provision shall expire 90 years after this
Declaration is Recorded. This Section does not permit termination of any easement created in
this Declaration without the consent of the holder of such easement.
Valley.
1.3 Governing Documents.
The Governing Documents create a general development plan for The Meadows at Star
Additional restrictions or provisions which are more restrictive than the provisions of this
Declaration may be imposed on any portion of The Meadows at Star Valley, in which case, the
more restrictive provision will be controlling. However, no Person shall Record any additional
covenants, conditions, or restriction affecting any portion of The Meadows at Star Valley
without Declarant's written consent, so long as Declarant or any Declarant Affiliate owns any
property described in Exhibit A or B. Thereafter, Members representing at least 75% of the
Association's total Class "A" votes may amend the Declaration, as further provided herein.
If there are conflicts between Wyoming law, the Declaration, the Articles, and the
Bylaws, then Wyoming law, the Declaration, the Articles, and the Bylaws (in that order) shall
prevail.
The Governing Documents apply to all Owners and any occupants of a Lot. They also
apply to tenants, guests, visitors, and invitees. All leases must require that tenants and all
occupants of the leased Lot are bound by and obligated to comply with the Governing
Documents; provided the Governing Documents shall apply regardless of whether specifically
set forth in the Lease.
If any court determines that any provision of this Declaration is invalid, or invalid as
applied in a particular instance, such determination shall not affect the validity of other
provisions or other applications of the provision.
ARTICLE 2
CONCEPTS AND DEFINITIONS
The terms used in the Governing Documents are given their natural, commonly accepted
definitions unless otherwise specified. Capitalized terms are defined as follows:
"Affiliate Any Person which (either directly or indirectly, through one or more
intermediaries) controls, is in common control with, or is controlled by, another Person, and any
Person that is a director, trustee, officer, employee, independent, contractor, shareholder, agent,
co- venture, subsidiary, personal representative, or attorney of any of the foregoing. For the
purposes of this definition, the term "control" means the direct or indirect power to direct or
cause the direction of an entity's management or policies, whether through the ownership of
voting securities, by contract, or otherwise.
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"Articles The Articles of Incorporation of The Meadows at Star Valley Community
Association, a Wyoming non profit corporation, filed with Wyoming's Secretary of State, as
they may be amended.
"Association The Meadows at Star Valley Community Association, a Wyoming non-
profit corporation, its successors or assigns.
"Benefited Assessment Assessments charged against a particular Lot or particular Lots
for Association expenses as described in Section 8.4.
"Board of Directors" or "Board The body responsible for the general governance and
administration of the Association, selected as provided in the Bylaws.
"Builder Anyone acquiring Lots for the purpose of constructing homes for later sale to
consumers, or who purchases land within the Community for further subdivision development
and/or resale in the ordinary course of its business.
"Bylaws The Bylaws of The Meadows at Star Valley Community Association, as they
may be amended. A copy of the initial Bylaws is attached to this Declaration as Exhibit E.
"Class `B" Control Period The time period during which the Class `B" Member may
appoint a majority of the Board members. The Class `B" Control Period ends when, in its sole
discretion, the Class `B" Member so determines
"Common Area All real and personal property, including easements, which the
Association owns, leases, or otherwise has a right to possess or use for the common use and
enjoyment of the Owners. Common Area includes the Limited Common Area, as defined below.
"Common Expenses The actual and estimated expenses the Association incurs, or
expects to incur, for the general benefit of all Owners. Common Expenses include any reserves
the Board finds necessary or appropriate.
"Common Maintenance Areas The Common Area, together with any other area for
which the Association has or assumes maintenance or other responsibility.
"Community" or "The Meadows at Star Valley The real property described in Exhibit
A, together with such additional property as is subjected to this Declaration in accordance with
Article 9.
"Community -Wide Standard The standard of conduct, maintenance, or other activity
generally prevailing throughout the Community, or the minimum standards established pursuant
to the Design Guidelines, Use Restrictions, and Board resolutions, whichever is the highest
standard. Declarant initially shall establish such standard. The Community -Wide Standard may
contain objective elements, such as specific lawn or house maintenance requirements, and
subjective elements, such as matters subject to the Board's or the DRB's discretion. The
Community -Wide Standard may or may not be set out in writing. The Community -Wide
Standard may evolve as development progresses and as The Meadows at Star Valley changes.
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"Declarant Castle Arch Star Valley, LLC, a Utah limited liability company, or any
successor or assign as developer of all or any portion of The Meadows at Star Valley who is
designated as Declarant in a Recorded instrument the immediately preceding Declarant executes.
"Design Guidelines The Community's architectural, design, and construction
guidelines and review procedures adopted pursuant to Article 4.
"Design Review Board" or "DRB The committee established to review plans and
specifications for the construction or modification of improvements and to administer and
enforce the architectural controls described in Article 4.
"Development Agreement Any written agreement between the Town of Thayne and
Declarant, as the same may be amended from time to time, which is intended to and does apply
to the Community.
"Limited Common Area A portion of the Common Area primarily benefiting one or
more, but less than all, Owners, as more particularly described in Article 12.
"Lot A portion of the Community, whether improved or unimproved, which may be
independently owned and conveyed. The term shall refer to the land, if any, which is part of the
Lot as well as any improvements on the Lot. The term shall not apply to the Common Area.
The boundaries of each Lot shall be shown, described, or referenced on a Plat, Recorded survey,
restrictive covenants, or deed; provided, in the case of a building containing multiple dwellings
for independent sale (e.g, attached townhouse), each dwelling which may be sold independently
shall be considered a separate Lot. A Lot intended for development, use, and occupancy as an
attached (including townhomes) or detached single family residence is sometimes referred to as a
"Residential Lot."
"Master Plan The land use plan for The Meadows at Star Valley as approved by the
Town of Thayne, as it may be amended, which includes all of the property described in Exhibit
A and all or a portion of the property, described in Exhibit B. Declarant is not obligated to
submit property shown on the Master Plan to this Declaration. In addition, Declarant may
submit property to this Declaration which is not shown on the Master Plan. The Master Plan is
subject to change, in Declarant's discretion, without notice or consent except as may be required
by law.
"Member Each Lot Owner, as described in Section 6.2. There are two membership
classes, Class "A" and Class `B."
"Mortgage A Mortgage, a deed of trust, a deed to secure debt, or any other form of
security instrument affecting title to any Lot. The term "Mortgagee" shall refer to a beneficiary
or holder of a Mortgage.
"Owner The title holder to any Lot, but excluding, in all cases, anyone holding an
interest merely as security for the performance of an obligation (e.g, a Mortgagee).
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"Person An individual, a corporation, a partnership, a trustee, or any other legal entity.
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Valley.
"Record," "Recording," or "Recorded To file, the filing of, or filed of record a legal
instrument in the Official Records of Lincoln County, Wyoming, or such other place designated
as the official Lincoln County location for recording documents affecting title to real estate.
"Regular Assessment": Annual assessments levied to fund Common Expenses for the
general benefit of all Lots, as determined in accordance with Section 8.1.
"Supplemental Declaration A Recorded instrument which subjects additional property
to this Declaration, identifies Common Areas and Limited Common Areas, and/or imposes
additional restrictions and obligations on the land described.
"Use Restriction The initial use restrictions, rules, and regulations governing the use of
and activities on the Lots and the Common Areas set forth in Exhibit C, as they may be changed
in accordance with Article 3 or otherwise amended.
The standards for use and conduct, maintenance, and architecture at The Meadows at
Star Valley are what give the Community its identity and make it a place that people want to call
"home." This Declaration establishes procedures for adopting, modifying, applying, and
enforcing such standards while providing the flexibility for community standards to evolve as the
Community changes and grows.
19.
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"Plat": Any Recorded land survey plat for all or any portion of The Meadows at Star
"Special Assessment Assessments charged against all in accordance with Section 8.6.
PART TWO: CREATION AND MAINTENANCE OF COMMUNITY
STANDARDS
ARTICLE 3
USE AND CONDUCT
3.1 Restrictions on Use, Occupancy, and Alienation.
The restrictions set forth in this Section may be amended only in accordance with Article
(a) Residential and Related Uses. Residential Lots shall be used primarily for
residential and related purposes. No business shall be conducted in, on, or from any Residential
Lot, except that an Owner or another resident of the Lot may conduct business activities on such
Lot if the business activity:
(i)
permitted structure;
Is not apparent or detectable by sight, sound, or smell from outside of a
(ii) Complies with applicable zoning requirements;
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(iii) Does not involve regular visitation of the Lot by clients, customers,
suppliers, or other business invitees, or door -to -door solicitation within the Community; and
(iv) Is consistent with the residential character of the Community and does not
constitute a nuisance, or a hazardous or offensive use, or threaten the security or safety of others
within the Community, as determined in the Board's sole discretion.
"Business" shall have its ordinary, generally accepted meaning and shall include, without
limitation any occupation, work, or activity undertaken on an ongoing basis which involves
providing goods or services to Persons other than the family of the producer and for which the
producer receives a fee, compensation, or other form of consideration, regardless of whether (i)
such activity is engaged in full or part time; (ii) such activity is intended to or does generate a
profit; or (iii) a license is required.
This Section shall not apply to restrict Declarant's activities, nor shall it restrict the
activities of Persons Declarant approves with respect to the development and sale of property in
the Community. This Section also shall not apply to activities related to the provision of services
or to operating and maintaining the Community, including the Community's recreational and
other amenities. Leasing a residence is not a "business" within the meaning of this subsection.
(b) Leasing. For purposes of this Declaration, "leasing" is the regular, exclusive
occupancy of a dwelling by any Person other than the Owner, for which the Owner receives any
consideration or benefit, including a fee, service, or gratuity. The principal dwelling on the
Residential Lot may be leased only in its entirety (e.g, separate rooms within the same dwelling
may not be separately leased); provided, a detached "in -law suite" or "guest house" may be
independently leased.
All leases shall be in writing except with the Board's prior written consent. In
accordance with the procedures set out in Section 3.4, the Board may impose minimum lease
terms of up to six months. Restrictions on lease terms shall not apply to Lots Declarant or its
Affiliates own.
Within ten days of a lease being signed, an Owner shall notify the Board or the
Association's managing agent of the lease and provide any additional information the Board may
reasonably require. Owner must give the tenant copies of the Governing Documents. In
addition to this subsection (b), the Board may adopt reasonable Use Restrictions and rules
regulating leasing and subleasing.
(c) Maximum Occupancy. No more than two Persons per bedroom may occupy the
same dwelling on or in a Residential Lot on a regular and consistent basis (as the Board
determines).
(d) Occupants Bound. Every Owner shall cause anyone occupying or visiting his or
her Lot to comply with the Governing Documents and shall be responsible for all violations and
losses they cause to the Common Maintenance Areas, notwithstanding the fact that such Persons
also are responsible for complying and may be sanctioned for any violation.
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(e) Subdivision of a Lot and Time Sharing. Lots may not be subdivided or their
boundary lines changed except with the Board's prior written approval; provided, Declarant may
subdivide, change the boundary line of, and replat any Lot it owns. In addition, for so long as
Declarant owns any portion of the Community, it may convert Lots into Common Area. During
the time Declarant or any Declarant Affiliate owns property within The Meadows at Star Valley,
the use of any Lot for operation of a timesharing, fraction sharing, or similar program whereby
the right to exclusive use of the Lot rotates among participants in the program on a fixed or
floating time schedule over a period of years is prohibited, except that Declarant, its Affiliates,
and assigns may operate such a program. Thereafter, programs previously permitted by
Declarant may continue to operate on the designated Lots and the operation of such programs on
any other Lot shall require the Board's prior approval.
As part of the general plan of development, the Governing Documents establish a
framework of covenants, easements, and restrictions which govern the Community. This
includes the initial Use Restrictions set forth in Exhibit C. Within that framework, the Board
and the Members must be able to respond to unforeseen problems and changes affecting the
Community. This Article establishes procedures for modifying and expanding the Use
Restrictions to respond to such changes.
The procedures described in this Article are not intended to apply to reasonable rules and
regulations relating to use and operation of the Common Area, which the Board may adopt by
resolution, or other administrative rules, unless the Board chooses, in its discretion, to submit to
such procedures. In addition, the Board shall have discretion, without the necessity of
complying with the procedures set forth in this Article, to enact such rules and regulations as are
necessary or appropriate to comply with the Development Agreement and any other
governmental or quasi governmental order, permit, or approval applicable to The Meadows at
Star Valley.
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3.2 Framework for Regulation.
3.3 Owners' Acknowledgment and Notice to Purchasers.
Each Owner, by accepting a deed, acknowledges and agrees that the use, enjoyment, and
marketability of his or her Lot is limited and affected by the Use Restrictions and Board rules,
which may change from time to time. All Lot purchasers are on notice that the Association may
have adopted changes to the Use Restrictions and that such changes may not be set forth in a
Recorded document. Copies of the current Use Restrictions and Board rules may be obtained
from the Association.
3.4 Rule Making Authority.
(a) Subject to the tenns of this Article and the Board's duty to exercise business
judgment and reasonableness on behalf of the Association and the Members, the Board may
change (i.e., modify, cancel, limit, create exceptions to, or add to) the Use Restrictions. The
Board shall send Members notice of any proposed change at least five business days before the
Board meeting to consider the change. The Members shall have a reasonable opportunity to be
heard at such Board meeting.
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The proposed change shall be approved unless disapproved by the Members representing
a majority of the Association's Class "A" votes, and by the Class `B" Member, if any. The
Board is not obligated to call a meeting of the Members to consider disapproval unless it receives
a petition which meets the By -Law's requirements for special meetings. If the Board receives
such a petition before the change's effective date, the change shall not become effective until
after a meeting is held, and then subject to the outcome of the meeting.
(b) Alternatively, the Members, representing a majority of the Class "A" votes in the
Association, at an Association meeting duly called for such purpose, may vote to change the Use
Restrictions then in effect. Any such change shall require approval of the Class `B" Member, if
any.
(c) Before any Use Restriction change becomes effective, the Board shall send a copy
of the new or changed Use Restriction to each Owner. The change does not become effective
until 30 days following distribution to the Owners. The Association shall provide to any
requesting Member or Mortgagee, without cost, a copy of the Use Restrictions then in effect.
(d) At least once every three years after the Class `B" Control Period ends, the Board
shall present the then current Use Restrictions at a publicly held meeting for the Members of the
Association for review and advice as to continued viability or necessity within the Community.
(e) No action taken under this Article shall have the effect of modifying, repealing, or
expanding the Design Guidelines or any provision of this Declaration other than the initial Use
Restrictions. In the event of a conflict between the Design Guidelines and the Use Restrictions,
the Design Guidelines shall control. In the event of a conflict between the Use Restrictions and
any provision within this Declaration (exclusive of the Use Restrictions), the Declaration
provision shall control.
3.5 Protection of Owners and Others.
Except as may be set forth in this Declaration (either initially or by amendment) or in the
initial Use Restrictions set forth in Exhibit C, the Association's actions with respect to Use
Restrictions and rules must comply with the following:
(a) Similar Treatment. Similarly situated Owners must be treated similarly.
(b) Displays. Owners' rights to display religious and holiday signs, symbols, and
decorations on their Lots of the kinds normally displayed in single family residential
neighborhoods shall not be abridged, except that the Association may adopt time, place, and
manner restrictions with respect to such displays.
(c) Household Composition. The Association shall not interfere with any Owner's
freedom to determine the composition of his /her household, except that it may enforce the
occupancy limits set out in Section 3.1(c).
(d) Activities Within Lots. The Association shall not interfere with activities within a
dwelling, except it may prohibit activities within Residential Lots not normally associated with
residential property, and it may restrict or prohibit activities within any Lot that create monetary
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costs for the Association or other Owners, that create a danger to anyone's health or safety, that
generate excessive noise or traffic, that create unsightly conditions visible outside the Lot, or that
are an unreasonable source of annoyance.
(e) Alienation. The Association shall not prohibit leasing or transfer of any Lot, or
require the Association's or the Board's consent prior to leasing or transferring a Lot. The
Association may require that Owners use Association approved lease forms (or include specific
lease terms) and may impose a reasonable review or administrative fee on the lease or transfer of
any Lot. In addition, pursuant to Section 3.1(b), the Board may impose minimum lease terms.
(f) Abridging Existing Rights. The Association may not require an Owner to dispose
of personal property that was in or on a Lot in compliance with previous rules. This exemption
shall apply only during the period of such Owner's ownership of the Lot and shall not apply to
subsequent Owners who take title to the Lot after adoption of the rule.
(g) Reasonable Rights to Develop. The Association may not impede Declarant's
right to develop The Meadows at Star Valley.
(h) Compliance with Development Agreement. The Association may not enact any
rule or take any action, including, without limitation, amending the Use Restrictions, which is in
violation of, or which prevents actions required to comply with the terms of the Development
Agreement.
The Association shall not regulate the content of political signs; however, it may regulate
the time, place, and manner of posting such signs (including design criteria). The limitations in
subsections (a) through (f) of this Section shall not apply to amendments to this Declaration
adopted in accordance with Article 19.
ARTICLE 4
ARCHITECTURE AND LANDSCAPING
4.1 General.
Except for work done by or on behalf of Declarant or any Declarant Affiliate, no
structure or thing shall be placed, erected, or installed upon any Lot, and no improvements or
other work (including staking, clearing, excavation, grading and other site work, exterior
alterations, or planting or removal of landscaping) shall take place within The Meadows at Star
Valley, except in compliance with this Article and the Design Guidelines.
Any Owner may remodel, paint, or redecorate the interior of any structure on his or her
Lot without approval. However, modifications to the interior of screened porches, patios, and
any other portions of a Lot visible from outside a structure are subject to approval.
Each dwelling shall be designed by and built in accordance with the plans and
specifications of a licensed architect acceptable to Declarant, unless Declarant, in its sole
discretion, or its designee otherwise approves. The landscaping for each Lot shall be designed
and installed in accordance with the plans and specifications of a licensed landscape architect
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acceptable to Declarant, unless Declarant, in its sole discretion, or its designee otherwise
approves. Dwellings shall be constructed by licensed or certified Builders acceptable to
Declarant, unless Declarant, in its sole discretion, or its designee otherwise approves.
This Article does not apply to Declarant's activities, or to the Association's activities
during the Class `B" Control Period.
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4.2 Architectural Review.
(a) By Declarant. Declarant shall have exclusive authority to administer and enforce
architectural controls and to review and act upon all applications for architectural and other
improvements within the Community. Declarant's rights under this Article 4 shall continue for
as long as Declarant or any Declarant Affiliate owns any portion of the Community or has a
unilateral right to annex property, unless Declarant earlier terminates its rights in a Recorded
instrument. Declarant may designate one or more Persons to act on its behalf in reviewing any
application. In reviewing and acting upon any request for approval, Declarant or its designee
acts solely in Declarant's interest and owes no duty to any other Person.
Declarant may from time to time delegate or assign all or any portion of its rights under
this Article to any other Person or committee, including the Design Review Board. Any such
delegation shall be in writing, shall specify the delegated responsibilities, and shall be subject to
(i) Declarant's right to revoke such delegation at any time and reassume its prior jurisdiction, and
(ii) Declarant's right to veto any decision which it determines, in its discretion, to be
inappropriate or inadvisable for any reason. So long as Declarant has any rights under this
Article, the jurisdiction of other entities shall be limited to such matters as Declarant specifically
delegates.
(b) Design Review Board. Upon Declarant's delegation or upon expiration or
termination of Declarant's rights under this Article, the Association, acting though the DRB,
shall assume jurisdiction over architectural matters. When appointed, the DRB shall consist of at
least three, but not more than seven, persons. Members of the DRB need not be Members of the
Association or representatives of Members, and may, but need not, include architects, engineers,
or similar professionals, who may be compensated in such manner and amount, if any, as the
Board may establish. The DRB members shall be designated, shall serve, and may be removed
and replaced in the Board's discretion.
The Board may create and appoint subcommittees of the DRB. Subcommittees may be
established to preside over particular areas of review (e.g, landscape plans) and shall be governed
by procedures the Board or the DRB may establish. Any subcommittee's actions are subject to
review and approval by Declarant, for as long as Declarant may review the DRB's decisions, and
the DRB. Notwithstanding the above, neither the DRB nor Declarant shall be obligated to
review all actions of any subcommittee, and the failure to take action in any instance shall not be
a waiver of the right to act in the future.
Unless and until such time as Declarant delegates any of its reserved rights to the DRB or
Declarant's rights under this Article terminate, the Association shall have no jurisdiction over
architectural matters.
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00 6145
Declarant and the Association may employ architects, engineers, or other Persons to
perform the review required under this Article.
(c) Reviewer. The entity having jurisdiction in a particular case, whether Declarant
or its designee or the DRB, shall be referred to as the "Reviewer."
(d) Fees; Assistance. The Reviewer may establish and charge reasonable fees for its
review of applications and may require that such fees be paid in advance. Such fees may include
the reasonable costs incurred in having any application reviewed by architects, engineers, or
other professionals. The Board may include the compensation of such Persons in the
Association's annual operating budget.
9950855.5
4.3 Guidelines and Procedures.
(a) Design Guidelines. Declarant may prepare Design Guidelines for the
Community, which may contain general provisions applicable to all of The Meadows at Star
Valley as well as specific provisions which may vary according to property use and /or product
type. The Design Guidelines are intended to provide guidance to Owners and Builders regarding
matters of particular concern to the Reviewer. The Design Guidelines are not the exclusive basis
for the Reviewer's decisions, and compliance with the Design Guidelines does not guarantee an
application's approval.
Declarant shall have sole and full authority to amend the Design Guidelines as long as it
or any Declarant Affiliate owns any portion of the Community or has a unilateral right to annex
property. Declarant's right to amend shall continue even if its reviewing authority is delegated to
the DRB, unless Declarant also delegates the power to amend to the DRB. Upon termination or
delegation of Declarant's right to amend, the Board may amend the Design Guidelines in
accordance with the same procedures for changing Use Restrictions described in Section 3.4.
Amendments to the Design Guidelines shall be prospective only. They shall not require
modifications to or removal of structures previously approved once the approved construction or
modification has begun. However, any new work on such structures must comply with the
Design Guidelines as amended. Subject to the Community -Wide Standard, there is no limit to
the scope of amendments to the Design Guidelines, and such amendments may remove
requirements previously imposed or otherwise make the Design Guidelines less restrictive.
The Reviewer shall make the Design Guidelines available to Owners and Builders who
seek to engage in development or construction within The Meadows at Star Valley. In
Declarant's discretion, the Design Guidelines may be Recorded, in which event the Recorded
version, as it may be amended from time to time, shall control in the event of any dispute as to
which version of the Design Guidelines was in effect at any particular time.
(b) Procedures. Unless the Design Guidelines provide otherwise, no construction
activities or other activities described in Section 4.1 may begin until a request is submitted to and
approved by the Reviewer. The request must be in writing and be accompanied by plans and
specifications and other information the Reviewer or the Design Guidelines require. Plans and
specifications shall show, as applicable, site layout, structural design, exterior elevations, exterior
11
9950855.5
C°'06)146
materials and colors, landscaping, drainage, exterior lighting, irrigation, and other features of
proposed construction.
In reviewing each submission, the Reviewer may consider any factors it deems relevant,
including, without limitation, harmony of the proposed exterior design with surrounding
structures and environment. Decisions may be based on purely aesthetic considerations. Each
Owner acknowledges that aesthetic determinations are purely subjective and that opinions may
vary as to the desirability and /or attractiveness of particular improvements. The Reviewer shall
have the sole discretion to make final, conclusive, and binding determinations on matters of
aesthetic judgment and such determinations are not subject to review so long as they are made in
good faith and in accordance with the required procedures.
The Reviewer shall make a determination on each application within 45 days after receipt
of a completed application and other information it requires. The Reviewer may permit or
require that an application be submitted or considered in stages, in which case, a final decision
shall not be required until after the final, required submission stage. The Reviewer may (i)
approve the application, with or without conditions; (ii) approve a portion of the application and
disapprove other portions; or (iii) disapprove the application.
As long as Declarant or any Declarant Affiliate owns any portion of the Community or
has the unilateral right to annex property, the DRB shall notify Declarant in writing within three
business days of any action (i.e., approval, partial approval, or disapproval) it intends to take
under this Article. A copy of the application and any additional information that Declarant may
require shall accompany the notice. During such time, Declarant shall have the right, in its sole
and absolute discretion, to veto any DRB action; provided, Declarant's right to veto must be
exercised within 10 business days after it receives notice of the DRB's action. The party
submitting the plans for approval shall not be notified of the DRB's action until after Declarant's
right to veto has been exercised or has expired.
The Reviewer shall notify the applicant in writing of a final determination on any
application within five days after such determination is made or, with respect to any DRB
determination subject to Declarant's veto right, within five days after the earlier of: (i) receipt of
notice of Declarant's veto or waiver thereof; or (ii) expiration of the 10 -day period for exercise
of Declarant's veto. In the case of disapproval, the Reviewer may, but shall not be obligated to,
specify the reasons for any objections and /or offer suggestions for curing any objections.
If the Reviewer fails to respond in a timely manner, approval shall be deemed given,
subject to Declarant's veto right. However, no approval, whether expressly granted or deemed
granted, shall be inconsistent with the Design Guidelines unless a written variance has been
granted pursuant to Section 4.5.
Notice shall be deemed given at the time the envelope containing the response is
deposited in the U.S. mail. Personal or electronic delivery of such written notice also shall be
sufficient and shall be deemed given at the time of confirmed delivery to the applicant.
As part of any approval, the Reviewer may require that construction in accordance with
approved plans commence within a specified time period. If construction does not commence
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CCO4.47
within the required period, the approval shall expire and the Owner must reapply for approval
before commencing any activities. Once commenced, construction must be diligently pursued to
completion. All construction work shall be completed within one year of commencement unless
otherwise specified in the notice of approval or the Design Guidelines, or unless the Reviewer, in
its discretion, grants an extension in writing. If approved work is not completed within the
required time, it shall be in violation of this Article and shall be subject to enforcement action by
the Association or Declarant.
Declarant or the Board, with Declarant's consent, by resolution, may exempt certain
activities from the application and approval requirements of this Article, provided such activities
are undertaken in strict compliance with the requirements of such resolution. For example,
Builders may be permitted to submit and receive pre approval of landscaping or other plans for
general application. Such pre- approved plans shall not require resubmission prior to use on a
particular Lot.
4.4 No Waiver of Future Approvals.
Each Owner acknowledges that the people reviewing applications under this Article will
change from time to time and that opinions on aesthetic matters, as well as interpretation and
application of the Design Guidelines, may vary accordingly. In addition, each Owner
acknowledges that it may not always be possible to identify objectionable features until work is
completed, at which time, it may or may not be unreasonable to require that such objectionable
features be changed. However, the Reviewer may refuse to approve similar proposals in the
future. Approval of applications or plans shall not constitute a waiver of the right to withhold
approval of similar applications, plans, or other matters subsequently or additionally submitted
for approval.
4.5 Variances.
The Reviewer may authorize variances from compliance with the Design Guidelines and
any procedures when circumstances such as topography, natural obstructions, hardship, or
aesthetic or environmental considerations require, but only in accordance with duly adopted rules
and regulations. No variance shall (a) be effective unless in writing; (b) be contrary to this
Declaration; or (c) prevent the Reviewer from denying a variance in other circumstances. A
variance requires Declarant's written consent for so long as Declarant or any Declarant Affiliate
owns any portion of the Community or has the unilateral right to annex property, and, thereafter,
requires the Board's written consent.
9950855.5
13
9950855.5
4.6 Limitation of Liability.
This Article establishes standards and procedures as a mechanism for maintaining and
enhancing the overall aesthetics of The Meadows at Star Valley. The standards and procedures
do not create any duty to any Person. Review and approval of any application pursuant to this
Article may be based on purely aesthetic considerations. The Reviewer is not responsible for the
structural integrity or soundness of approved construction or modifications, for compliance with
building codes and other governmental requirements, or for ensuring that every dwelling is of
comparable quality, value, or size, of similar design, or aesthetically pleasing or otherwise
acceptable to other Owners.
Declarant, Declarant's Affiliates, the Association, its officers, the Board, the DRB, the
Association's management agent, any committee, or any member of any of the foregoing shall
not be held liable for the approval of, disapproval of, or failure to approve or disapprove any
plans; soil conditions, drainage, or other general site work; any defects in plans revised or
approved hereunder; any loss or damage arising out of the action, inaction, integrity, financial
condition, or quality of work of any contractor or its subcontractors, employees, or agents,
whether or not Declarant has approved or featured such contractor as a Builder in the
Community; or any injury, damages, or loss arising out of the manner or quality or other
circumstances of approved construction on or modifications to any Lot. In all matters, the
Association shall defend and indemnify the Board, the DRB, the members of each, and the
Association officers as provided in Section 7.6.
4.7 Certificate of Compliance.
Any Owner may request in writing that the Reviewer issue a certificate of architectural
compliance certifying that there are no known violations of this Article or the Design Guidelines.
The Association shall either grant or deny such written request within 30 days after
receipt and may charge a reasonable administrative fee. The issuance of a certificate of
architectural compliance shall prevent the Association from taking enforcement action against an
Owner for any condition known to the Association on the date of the certificate.
4.8 Enforcement.
Any construction, alteration, or other work done in violation of this Article or the Design
Guidelines is subject to enforcement action. Upon written request from the Association or
Declarant, an Owner shall, at his/her own cost and expense, and within a reasonable time frame
identified in the request, cure the violation or restore the Lot to substantially the same condition
as existed before the violation occurred. Should an Owner fail to cure the problem or otherwise
restore the property as required, the Association, Declarant, or their designees shall have the
right to enter the property, remove the violation, and restore the property. All costs, together
with interest at the rate the Board establishes (not to exceed the maximum rate then allowed by
law), may be assessed against the benefited Lot and collected as a Benefited Assessment.
Any approvals granted under this Article are conditioned upon completion of all elements
of the approved work, unless approval to modify any application has been obtained. If any
Person fails to commence and diligently pursue to completion all approved work by the deadline
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GOC:148
OkA49
imposed, Declarant or the Association may, after notifying the Owner and allowing an
opportunity to be heard in accordance with the Bylaws, enter upon the Lot and remove or
complete any incomplete work and assess all costs incurred against the Lot and its Owner as a
Benefited Assessment.
Any act of any contractor, subcontractor, agent, employee, or invitee of an Owner shall
be deemed as an act done by or on behalf of such Owner. Any contractor, subcontractor, agent,
employee, or other invitee of an Owner who fails to comply with the terms and provisions of this
Article and the Design Guidelines may be excluded from the Community, subject to the notice
and hearing procedures contained in the Bylaws. Declarant, Declarant Affiliates, the Association,
and their respective officers and directors, shall not be held liable to any Person for exercising
the rights granted by this paragraph.
The Association shall be primarily responsible for enforcing this Article. If, however, in
Declarant's discretion, the Association fails to take appropriate enforcement action within a
reasonable time period, Declarant, for so long as it or any Declarant Affiliate owns any portion
of the Community or has the unilateral right to annex property, may, but shall not be obligated
to, exercise the enforcement rights set forth above. In such event, Declarant may assess and
collect Benefited Assessments against the violating Owner and assert the Association's lien
rights pursuant to Article 8. The Association hereby assigns to Declarant such rights and
authority, including the right to all funds collected, and no further assignments shall be required.
In addition to the foregoing, the Association and Declarant shall have the authority and
standing to pursue all legal and equitable remedies available to enforce the provisions of this
Article and the Reviewer's decisions. If the Association or Declarant prevail, they shall be
entitled to recover all costs including, without limitation, attorneys' fees and court costs,
reasonably incurred in such action. The alternative dispute resolution provisions set out in
Article 14 shall not apply to actions by Declarant or the Association to enforce the provisions of
this Article or the Reviewer's decisions.
9950855.5
ARTICLE 5
MAINTENANCE AND REPAIR
5.1 Maintenance of Lots.
Each Owner must maintain his or her Lot, including all structures, landscaping, and other
improvements comprising the Lot, in a manner consistent with the Governing Documents, the
Community -Wide Standard, and any other applicable covenants, unless such maintenance
responsibility is otherwise assumed by the Association or assigned to the Association under any
Supplemental Declaration or additional covenants applicable to such Lot.
Each Owner must maintain the sidewalk and landscaping located in the public right -of-
way adjacent to his or her Lot unless the Association is assigned or assumes all or part of such
maintenance responsibility or it is assigned to or assumed pursuant to a Supplemental
Declaration.
15
5.2 Responsibility for Repair and Replacement.
eo F. )1s o
Unless otherwise specifically provided in the Governing Documents or in other
instruments creating and assigning maintenance responsibility, responsibility for maintenance
includes responsibility for repair and replacement as necessary to maintain the property to a level
consistent with the Community -Wide Standard.
Each Owner shall carry property insurance for the full replacement cost of all insurable
improvements on his or her Lot, including Limited Common Areas, less a reasonable deductible,
unless the Association carries such insurance (which it may, but is not obligated to do). If the
Association assumes responsibility for insuring a Lot, the insurance premiums shall be levied as
a Benefited Assessment against the benefited Lot and the Owner.
Within three months of any damage to or destruction of a structure on a Lot, the Owner
shall repair or reconstruct the structure in a manner consistent with the original construction or
other plans and specifications approved in accordance with Article 4; provided, under special
circumstances, the Board, in its discretion, may extend such time period. Alternatively, the
Owner shall clear the Lot and maintain it in a neat and attractive condition consistent with the
Community -Wide Standard. The Owner shall pay any costs insurance proceeds do not cover.
PART THREE: COMMUNITY GOVERNANCE AND ADMINISTRATION
This Declaration establishes the governance and administration of Association.
ARTICLE 6
THE ASSOCIATION AND ITS MEMBERS
6.1 Function of Association.
The Association is the entity responsible for management, maintenance, operation, and
control of the Common Maintenance Areas. The Association also has primary responsibility for
administering and enforcing the Governing Documents. The Association shall perform its
functions in accordance with the Governing Documents and Wyoming law. The Board shall be
responsible for management for the Association and, as the Governing Documents permit, may
contract with a property manager for such purposes. The Board is appointed or elected as
provided in the Bylaws.
6.2 Membership.
Every Owner is a Member of the Association; provided, there is only one membership
per Lot. If a Lot is owned by more than one Person, each co -Owner shares the privileges of the
membership, subject to reasonable Board regulation and the voting restrictions described in
Section 6.3(c) and in the Bylaws. Co- Owners are jointly and severally obligated to perform the
responsibilities of an Owner. The membership rights of an Owner which is not an individual
(e.g, a corporation) may be exercised by any officer, director, partner, or trustee, or by an
individual the Owner designates from time to time in a written instrument provided to the
Association' s Secretary.
9950855.5
16
The Association shall have two classes of membership, Class "A" and Class `B."
(a) Class "A." Class "A" Members are all Owners except the Class `B" Member and,
during the period of Class `B" membership, any Declarant Affiliate. Class "A" Members have
one equal vote for each Residential Lot they own, except that there is only one vote per Lot.
(b) Class `B." The sole Class `B" Member shall be Declarant. The Class `B"
Member shall not vote, but may appoint all or majority of the Board members during the Class
"B" Control Period, as specified in the Bylaws, and may exercise the additional rights specified
throughout the Governing Documents.
The Class "B" membership terminates when, in its sole discretion, Declarant declares in a
Recorded instrument.
Upon termination of the Class `B" membership, Declarant and Declarant Affiliates shall
be Class "A" Members entitled to one Class "A" vote for each Lot they own.
(c) Exercise of Voting Rights. Except as otherwise specified in this Declaration or
the Bylaws, each Member shall exercise the vote for each Lot a Class "A" Member owns. In any
situation where there is more than one Owner of such Lot, the vote for such Lot shall be
exercised as the co- Owners determine among themselves and advise the Secretary of the
Association in writing prior to the vote being taken. Absent such advice, the Lot's vote shall be
suspended if more than one Person seeks to exercise it.
ARTICLE 7
ASSOCIATION POWERS AND RESPONSIBILITIES
7.1 Acceptance and Control of Association Property.
(a) The Association may acquire, hold, mortgage or otherwise encumber, lease (as
landlord or tenant), operate, and dispose of tangible and intangible personal property and real
property. The Association may enter into leases, licenses, or operating agreements, for payment
or no payment, as the Board deems appropriate, permitting use of portions of the Common Area
by others.
(b) Declarant or its designees may transfer to the Association, and the Association
shall accept, personal property and/or fee title or other property interests in any improved or
unimproved real property included within the property described in Exhibit A or B. Upon
Declarant's written request, the Association shall transfer back to Declarant any unimproved real
property originally conveyed to the Association for no payment, to the extent conveyed by
Declarant in error or needed by Declarant to make minor adjustments in property lines.
(c) The Association is responsible for management, operation, and control of the
Common Area, subject to any covenants, easements, or restrictions set forth in the deed or other
instrument transferring the property to the Association. The Board may adopt such reasonable
9950855.5
6.3 Voting.
17
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rules regulating use of the Common Area as it deems appropriate. The Association may enter
into a property management agreement with any Person, including Declarant or any Declarant
Affiliate.
9950855.5
7.2 Maintenance of Common Maintenance Areas.
The Association shall maintain the Common Maintenance Areas in accordance with the
Community -Wide Standard. The Common Maintenance Areas shall include, but are not limited
to:
(a) the Common Area, including landscaping, structures, and other improvements;
(b) landscaping within public rights -of -way within or abutting the Community;
(c) the following Limited Common Areas of any townhome Lots: unenclosed back
yards and all front yard areas; vertical and horizontal vinyl and stone work located on the
exterior of a townhome structure; and the roof and foundation (the "Townhome Maintenance
Areas
(d) such portions of any additional property as may be dictated by Declarant, this
Declaration, any Supplemental Declaration, any Plat, or any contract, covenant, or agreement for
maintenance entered into by, or for the benefit of, the Association; and
Without limiting the generality of the foregoing, the Association shall assume all of
Declarant's (and Declarant's Affiliates') responsibilities to the Town of Thayne and its
governmental or quasi governmental subdivisions, any state and federal agencies, and similar
entities of any kind with respect to the Common Area, and shall indemnify and hold Declarant
and its Affiliates harmless with respect to such assumed responsibilities.
Declarant may withdraw any property from the Common Maintenance Area at anytime
and /or reduce the obligations of the Association with regards to the Common Maintenance Area,
all as further provided in this Declaration, including Declarant's right to unilaterally amend this
Declaration.
The Association may maintain other property which it does not own, including property
dedicated to the public, if the Board determines that such maintenance is necessary or desirable
to maintain the Community -Wide Standard and the property owner consents. The Association
shall not be liable for any damage or injury occurring on or arising out of the condition of
property which it does not own except to the extent that it has been negligent in performing its
maintenance responsibilities.
The Association shall maintain the facilities and equipment within the Common
Maintenance Areas in continuous operation, except for any periods necessary, as determined by
the Board, to perform required maintenance or repairs.
The costs associated with maintenance, repair, and replacement of the Common
Maintenance Areas shall be a Common Expense, except that costs associated with a Townhome
Maintenance Area or a Limited Common Area shall be a Benefited Assessment assessed against
18
OO:15 3
the Lots benefited. In addition to the foregoing, the Association may seek reimbursement from
the owner(s) of, or other Persons responsible for, certain portions of the Common Maintenance
Areas pursuant to this Declaration, a Supplemental Declaration, or other Recorded covenants or
agreements.
Notwithstanding the obligations of the Association with respect to Common Maintenance
Areas, with regards to the Townhome Maintenance Areas, the Association shall have only the
following obligations: (i) routine care and upkeep of the landscaping installed as of the date that
the first Owner took title to a Lot, including the regular trimming of the lawns and vegetation
installed in the front yards and unenclosed backyards, and (ii) the maintenance, repair, and
replacement necessitated by normal wear and tear to (x) the vertical and horizontal vinyl and
stone work located on the exterior of a townhome structure and (y) the roof and foundation.
Unless Declarant expressly agrees in writing with the Association to pay the costs of
maintaining any portion of the Common Maintenance Areas, Declarant shall have no such
obligation, regardless of any inferences which may be drawn from promotional or other
materials.
7.3 Insurance.
(a) Required Coverages. The Association, acting through its Board or its duly
authorized agent, shall obtain and continue in effect the following types of insurance, if
reasonably available, or if not, the most nearly equivalent coverages as are reasonably available:
(i) Blanket property insurance covering "risks of direct physical loss" on a
"special form" basis (or comparable coverage by whatever name denominated) for all insurable
improvements on the Common Area and within other portions of the Common Maintenance
Areas to the extent that the Association has assumed responsibility in the event of a casualty,
regardless of ownership. If such coverage is not generally available at reasonable cost, then
"broad form" coverage may be substituted. All Association property insurance policies shall
have policy limits sufficient to cover the full replacement cost of the insured improvements
under current building ordinances and codes;
(ii) Commercial general liability insurance on the Common Maintenance
Areas, insuring the Association and its Members for damage or injury caused by the negligence
of the Association or any of its Members, employees, agents, or contractors while acting on its
behalf.
If generally available at reasonable cost, such coverage (including primary and any
umbrella coverage) shall have a limit of at least $2,000,000.00 per occurrence and in the
aggregate with respect to bodily injury, personal injury, and property damage;
(iii) Workers compensation insurance and employers liability insurance, if and
to the extent required by law;
9950855.5
(iv) Directors and officers liability coverage; and
19
006154
(v) Commercial crime insurance, including fidelity insurance covering all
Persons responsible for handling Association funds in an amount determined in the Board's
business judgment, but not less than an amount equal to one quarter of the annual Regular
Assessments on all Lots plus reserves on hand. Fidelity insurance policies shall contain a waiver
of all defenses based upon the exclusion of Persons serving without compensation.
In the exercise of its business judgment, the Board may obtain additional insurance
coverage and higher limits.
Premiums for Common Maintenance Area insurance shall be a Common Expense, except
that premiums for insurance on Limited Common Areas may be allocated exclusively to the Lots
benefited, unless the Board reasonably determines that other treatment of the premiums is more
appropriate.
(b) Policy Requirements. The Association shall arrange for an annual review of the
sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom
must be familiar with insurable replacement costs in the Lincoln County area. All Association
policies shall provide for a certificate of insurance to be furnished to the Association and, upon
request, to each Member insured.
The policies may contain a reasonable deductible which shall not be subtracted from the
face amount of the policy in determining whether the policy limits satisfy the requirements of
Section 7.3(a). In the event of an insured loss, the deductible shall be treated as a Common
Expense in the same manner as the premiums for the applicable insurance coverage. However, if
the Board reasonably determines, after notice and an opportunity to be heard in accordance with
the Bylaws, that the loss is the result of the negligence or willful misconduct of one or more
Owners, their guests, invitees, or tenants, then the Board may assess the full amount of such
deductible against such Owner(s) and their Lots as a Benefited Assessment.
To the extent available upon reasonable cost and terms, all insurance coverage obtained
by the Board shall:
(i) be written with a company authorized to do business in Wyoming which
satisfies the requirements of the Federal National Mortgage Association, or such other secondary
mortgage market agencies or federal agencies as the Board deems appropriate;
(ii) be written in the name of the Association as trustee for the benefited
parties;
its Members;
9950855.5
(iii) when written on the Common Areas, for the benefit of the Association and
(iv) not be brought into contribution with insurance purchased by individual
Owners, their Mortgagees, or any occupants of a Lot;
(v) contain an inflation guard endorsement;
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4 r• q
(vi) include an agreed amount endorsement, if the policy contains a co-
insurance clause;
(vii) provide that each Owner is an insured person under the policy with respect
to liability arising out of such Owner's interest in the Common Area as a Member in the
Association (provided, this provision shall not be construed as giving an Owner any interest in
the Common Area other than that of a Member);
(viii) include an endorsement precluding cancellation, invalidation, suspension,
or non renewal by the insurer on account of anyone or more individual Owners, or on account of
any curable defect or violation without prior written demand to the Association to cure the defect
or violation and allowance of a reasonable time to cure; and
(ix) include an endorsement precluding cancellation, invalidation, or condition
to recovery under the policy on account of any act or omission of anyone or more individual
Owners, unless such Owner is acting within the scope of its authority on behalf of the
Association.
In addition, the Board shall use reasonable efforts to secure insurance policies which list
the Owners (as a class) as additional insureds and provide:
(x) a waiver of subrogation as to any claims against Declarant, Declarant's
Affiliates, the Association, or their respective directors, officers, employees, and agents, or the
Owners and their tenants, servants, agents, and guests;
cash;
(xii) an endorsement excluding Owners' individual policies from consideration
under any "other insurance" clause;
(xiii) an endorsement requiring at least 30 days' prior written notice to the
Association of any cancellation, substantial modification, or non renewal;
(xiv) a cross liability provision; and
(xv) a provision vesting in the Board exclusive authority to adjust losses;
provided, no Mortgagee having an interest in such losses may be prohibited from participating in
the settlement negotiations, if any, related to the loss.
(c) Restoring Damaged Improvements. In the event of damage to or destruction of
Common Area or other property which the Association is obligated to maintain and/or insure, the
Board or its duly authorized agent shall file and adjust all insurance claims and obtain reliable
and detailed estimates of the cost of repairing or restoring the property to substantially the
condition in which it existed prior to the damage, allowing for changes or improvements
necessitated by changes in applicable building codes.
9950855.5
(xi) a waiver of the insurer's rights to repair and reconstruct instead of paying
21
COC„i x..56
Damaged improvements on the Common Area shall be repaired or reconstructed unless
the Members representing at least 100% of the total Class "A" votes in the Association and the
Class `B" Member, if any, decide within 60 days after the loss not to repair or reconstruct. If the
damage is to Limited Common Area, repairs shall be made unless at least 75% of the Owners to
which such Limited Common Area is assigned (or such higher percentage as may be set forth in
a Supplemental Declaration) vote not to repair or reconstruct and the Class `B" Member, if any,
consents. If either the insurance proceeds or estimates of the loss, or both, are not available to
the Association within such 60 -day period, then the period may be extended until such funds or
information are available. No Mortgagees shall have the right to participate in the determination
of whether the damage or destruction to the Common Area shall be repaired or reconstructed.
If a decision is made not to restore the damaged improvements, and no alternative
improvements are authorized, the affected property shall be cleared of all debris and ruins and
thereafter shall be maintained by the Association in a neat and attractive condition consistent
with the Community -Wide Standard.
The Association shall retain in a reserve fund for capital items any insurance proceeds
remaining after paying the costs of repair or reconstruction, or after an agreed -upon settlement,
for the benefit of the Members or the Owners of Lots within the Community, as appropriate.
This is a covenant for the benefit of Mortgagees and may be enforced by the Mortgagee of any
affected Lot.
If insurance proceeds are insufficient to cover the costs of repair or reconstruction, the
Board may, without a vote of the Members, levy Special Assessments to cover the shortfall
against those Owners responsible for the applicable insurance coverage premiums.
7.4 Compliance and Enforcement.
(a) The Board may impose sanctions for Governing Document violations, which
sanctions include those listed below and any others described elsewhere in the Governing
Documents. The Board may establish a range of penalties for different violations, with
violations of the Declaration, unsafe conduct, and harassment or intentionally malicious conduct
treated more severely than other violations. The following sanctions require prior notice and an
opportunity for a hearing in accordance with the Bylaws:
(i) imposing reasonable monetary fines, not to exceed the limit established
for individual violations under Wyoming law (or per day limitations in the case of a continuing
violation), which shall constitute a lien upon the violator's Lot (fines may be imposed within a
graduated range). There is no limit on the aggregate amount of any fine for a continuing
violation;
(ii) suspending an Owner's right to vote (except that no notice or hearing is
required if the Owner is more than 90 days delinquent in paying any Regular Assessment);
(iii) suspending any Person's right to use Common Area amenities (except that
no notice or hearing is required if the Owner is more than 30 days delinquent in paying any
assessment or other charge owed the Association); provided, nothing shall authorize the Board to
impair an Owner or Occupant's access to his or her Lot;
9950855.5
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e0 Cp157
(iv) suspending any services the Association provides (except that no notice or
hearing is required if the Owner is more than 30 days delinquent in paying any assessment or
other charge owed to the Association);
(v) exercising self -help or taking action to abate any violation of the
Governing Documents occurring on a Lot in a non emergency situation (including removing
personal property that violates the Governing Documents); and
(vi) levying Benefited Assessments to cover costs the Association incurs to
bring a Lot into compliance with the Governing Documents.
In addition, the Board may take the following enforcement actions to ensure compliance
with the Governing Documents without the necessity of complying with the procedures set forth
in the Bylaws:
(vii) exercising self -help or taking action to abate a violation on a Lot in an
emergency situation (including, without limitation, towing vehicles that are in violation of
parking rules and regulations);
(viii) exercising self -help or taking action to abate a violation on the Common
Area under any circumstances (including, without limitation, issuing citations for traffic
violations); or
(ix) bringing suit at law for monetary damages or in equity to stop or prevent
any violation, or both.
In addition to any other enforcement rights, if an Owner fails properly to perform his or
her maintenance responsibility, the Association may Record a notice of violation or perform the
required maintenance and assess its costs against the Lot and the Owner as a Benefited
Assessment. If an Owner fails to perform an Owner's maintenance responsibilities, the
Association may perform the maintenance and assess the costs as a Benefited Assessment
against such Owner's Lot. Except in an emergency situation, the Association shall provide the
Owner reasonable notice and an opportunity to cure the problem prior to taking such
enforcement action.
The above sanctions shall not apply to Declarant or any Declarant Affiliate or to any Lot
owned by Declarant or any of its Affiliates. All sanctions and remedies set forth in the
Governing Documents are in addition to any remedies available at law or in equity. In any
action to enforce the Governing Documents, the prevailing party may recover all of its costs
incurred in the action, including, without limitation, court costs and reasonable attorneys' fees.
(b) The decision to pursue enforcement action in any particular case shall be left to
the Board's discretion, except that the Board shall not be arbitrary or capricious in taking
enforcement action. Without limiting the generality of the foregoing sentence, the Board may
determine that, under the circumstances of a particular case:
further action;
9950855.5
(i)
the Association's position is not strong enough to justify taking any or
23
(ii) the covenant, restriction, or rule being enforced is, or is likely to be
construed as, inconsistent with applicable law;
(iii) although a technical violation may exist or may have occurred, it is not of
such a material nature as to be objectionable to a reasonable person or to justify expending the
Association's resources; or
(iv) that it is not in the Association's best interests, based upon hardship,
expense, or other reasonable criteria, to pursue enforcement action.
A decision not to enforce a particular provision shall not prevent the Association from
enforcing the same provision at a later time or prevent the enforcement of any other covenant,
restriction, or rule.
By contract or other agreement, the Association may enforce applicable city and county
ordinances. In addition, Lincoln County and the Town of Thayne, if applicable, may enforce
their ordinances within The Meadows at Star Valley.
7.5 Implied Rights; Board Authority.
The Association may exercise any right or privilege given to it expressly or by reasonable
implication by the Governing Documents, and may take action reasonably necessary to
effectuate any such right or privilege. Except as otherwise specifically provided in the
Governing Documents or by law, the Board may exercise all of the Association's rights and
powers without a vote of the membership.
The Board may institute, defend, settle, or intervene on the Association's behalf in
mediation, binding or non binding arbitration, litigation, or administrative proceedings in matters
pertaining to the Common Maintenance Areas, enforcement of the Governing Documents, or any
other civil claim or action. However, the Board has no legal duty to institute litigation on behalf
of or in the naive of the Association or the Members.
In exercising the Association's rights and powers, making decisions on the Association's
behalf, including, without limitation, deciding whether to file a lawsuit under any circumstances,
and conducting the Association's affairs, Board members and the Association's officers are
subject to, and their actions shall be judged in accordance with, the standards set forth in the By-
Laws.
7.6 Indemnification of Officers, Directors, and Others.
The officers, directors, and committee members, acting in such capacity, shall not be
liable for any mistake of judgment, negligent or otherwise, except for their own individual
willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have
no personal liability for any contract or other commitment made or action taken in good faith on
the Association's behalf.
Subject to Wyoming law, the Association shall indemnify every officer, director, and
committee member against all damages and expenses, including counsel fees, reasonably
9950855.5
24
ma�y, •.l15 9
�i F
incurred in connection with any action, suit, or other proceeding (including settlement of any suit
or proceeding, if approved by the then Board of Directors) to which he or she may be a party by
reason of being or having been an officer, director, or committee member, except that such
obligation to indemnify shall be limited to those actions for which the indemnitee's personal
liability is limited under this Section.
This right to indemnification shall not be exclusive of any other rights which any present
or former officer, director, or committee member may have. The Association shall, as a
Common Expense, maintain adequate general liability and officers' and directors' liability
insurance to fund this obligation, if such insurance is reasonably available.
9950855.5
7.7 Provision of Services, Activities, and Programs.
The Association may provide, or provide for, services, activities, and programs
(collectively, "services for all or any of the Members and their Lots, and may enter into
contracts or agreements with other entities, including Declarant or its Affiliates, to provide such
services. The Board may charge use or service fees for any such services, or may include the
costs, including the cost of personnel employed to facilitate or administer such services, in the
Association's budget as a Common Expense and assess it as par of the Regular Assessment, if
provided to all Lots. If provided to less than all Lots, the Association may assess such costs as a
Benefited Assessment, as applicable.
By way of example, such services might include, without limitation, landscape
maintenance; pest control service; cable television service; telephone; internet access; security
monitoring; caretaker; transportation; fire protection; utilities; trash collection and recycling;
recreational and social activities or programs; educational programs; cultural, artistic, and
environmental programs; charter clubs; and other similar services, activities, or programs
designed to further a sense of community among Owners, residents, and occupants within The
Meadows at Star Valley.
Nothing in this Section shall be construed as a representation by Declarant or the
Association as to what, if any, services shall be provided. In addition, subject to the contract
terms, the Board may modify or cancel existing contracts for services, activities, or programs in
its discretion, unless the services are otherwise required by the Governing Documents. Non -use
of services provided to all Owners or Lots as a Common Expense shall not exempt any Owner
from the obligation to pay assessments for such services.
7.8 Facilities and Services Open to the Public.
Certain of the Common Maintenance Areas, including facilities, may be open for public
use and enjoyment. Such facilities and areas may include, for example: greenbelts, bike and
pedestrian trails and paths, parks, areas conducive to gathering and interaction, roads, sidewalks,
and medians. During the Class `B" Control Period, Declarant may designate such facilities and
areas as open to the public. Thereafter, except for Limited Common Areas, the Board, with the
consent of Members representing a majority of the Association's Class "A" votes, may designate
facilities and areas as open for public use. In addition, certain areas within the Community may
be required by the Development Agreement to be open for public use. Public use of such areas
25
shall not be terminated except as permitted under, and in accordance with, the Development
Agreement.
The Association may enter into agreements or contracts with, or grant exclusive and /or
non exclusive easements over the Common Area to, state or local governments, public utility
providers, and non profit, tax exempt organizations for the benefit of the Community, the
Association, and the Members. The Association may contribute money, real property (including
Common Area), personal property, or services to any such entity. Any such contribution shall be
a Common Expense and included as a line item in the Association's annual budget.
For the purposes of this Section, a "tax- exempt organization" shall mean an entity which
is exempt from federal income taxes under the Internal Revenue Code "Code such as, but not
limited to, entities which are exempt from federal income taxes under Sections 501(c)(3) or 501
(c)(4), as the Code may be amended from time to time.
7.10 Right To Designate Sites for Governmental and Public Interests.
For so long as Declarant or any Declarant Affiliate owns any property described in
Exhibit A or B, Declarant may, but is not obligated to, designate sites within the Community for
government, education, or religious activities and interests, including without limitation, fire,
police, and utility facilities, schools and educational facilities, houses of worship, parks, and
other public facilities. The sites may include Common Area, in which case the Association shall
take whatever action is required to permit such use, including dedication or conveyance of the
site, if so directed by Declarant.
9950855.5
7.9 Relationship with Governmental and Tax Exempt Organizations.
7.11 Use of Technology.
In recognition of the opportunities offered through computers and continuing
advancements in the high technology fields, the Association may, as a Common Expense,
provide for or offer services, which make use of computers and other technological
opportunities. For example, to the extent Wyoming law permits, and unless otherwise
specifically prohibited in the Governing Documents, the Association may send required notices
by electronic means; hold Board or Association meetings and pen attendance and voting by
electronic means; send and collect assessment and other invoices over the computer; sponsor a
community cable television channel; create and maintain a community intranet or Internet home
page offering interactive participation opportunities for users; maintain an "online" newsletter or
bulletin board; and provide funding for any of the above purposes.
7.12 Compliance with the Development Agreement.
The Association shall be responsible for complying with all applicable requirements of
the Development Agreement; provided, to the extent the Development Agreement requires,
Declarant shall fulfill the Association's obligations in this regard until termination of the Class
"B" Control Period. Declarant may assign to the Association various responsibilities under the
Development Agreement concerning preservation, management, and maintenance of the
Community's common open space and natural areas. The Association shall be authorized to
26
Ca
perform such responsibilities, whether directly assigned under the Development Agreement or
delegated or assigned to the Association by Declarant, in the manner required under the
Development Agreement and as deemed appropriate in the Board's discretion. The costs
incurred by the Association in carrying out its responsibilities under the Development Agreement
shall be assessed against all Owners as a Common Expense in accordance with Article 8.
ARTICLE 8
ASSOCIATION FINANCES
8.1 Budgeting and Allocating Common Expenses.
The Association is authorized to levy Regular Assessments against all Lots subject to
assessment under Section 8.6 to fund the Common Expenses. The Regular Assessment allocated
to each Lot shall be determined in accordance with the allocation formula set out in Exhibit D to
this Declaration.
Before the beginning of each fiscal year, the Board shall prepare a budget of the
estimated Common Expenses for the coming year, including any contributions to be made to a
reserve fund pursuant to Section 8.3. The budget shall separately reflect all fees for recreational
amenities and shall reflect the sources and estimated amounts of funds to cover such expenses,
including any prior year's surplus or deficit, any non assessment income, and anticipated
assessment income.
In determining the Regular Assessment, the Board may consider any assessment income
expected to be generated from any property reasonably anticipated to become subject to
assessment during the fiscal year.
The Board shall send a copy of the final budget and notice of the amount of the Regular
Assessment to each Owner at least 30 days before the fiscal year' begins The budget shall not be
subject to Owner approval and there shall be no obligation to call an Owners' meeting to
consider the budget.
Declarant may, but shall not be obligated to, reduce the Regular Assessment for any
fiscal year by payment of a subsidy (in addition to any amounts paid by Declarant under Section
8.7(b)) which may be either a contribution, an advance against future assessments due from
Declarant, or a loan, in Declarant's discretion. Any such subsidy shall be disclosed as a line item
in the income portion of the budget. The payment of such subsidy in any year shall not obligate
Declarant to continue paying a subsidy in future years, unless otherwise provided in a written
agreement between the Association and Declarant.
If any proposed budget is disapproved under Section 8.9, or the Board fails for any
reason to determine the budget for any year, then the budget most recently in effect shall
continue in effect until a new budget is determined.
The Board may revise the budget and adjust the Regular Assessment from time to time
during the year, subject to Section 8.9 and the notice requirements set forth above and in
Wyoming law.
9950855.5
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8.2 Budgeting for Reserves.
The Board may include in the Common Expense budget, a capital contribution to fund
reserves in an amount sufficient to meet the projected need with respect both to amount and
timing by annual contributions over the budget period. Reserve budgets shall take into account
the number and nature of replaceable assets, the expected life of each asset, and the expected
repair or replacement cost. So long as the Board exercises business judgment in determining the
amount or necessity of the reserve fund, the amount shall be considered adequate.
The Board may adopt resolutions regarding the expenditure of any reserve funds,
including policies designating the nature of assets for which reserve funds may be expended. So
long as Declarant or any Declarant Affiliate owns any property described in Exhibit A or B,
neither the Association nor the Board shall adopt, modify, limit, or expand such policies without
Declarant's prior written consent.
The Board may enter into agreements with Declarant, on negotiated terms, under which
Declarant may obligate itself to provide or contribute to reserve funds as needed on a "cash
basis" in lieu of funding reserves on an accrual basis. The Board has no duty to fund reserves
during any period that Declarant is funding Association budget deficits.
8.3 Special Assessments.
In addition to other authorized assessments, the Association may levy Special
Assessments to cover unbudgeted expenses or expenses in excess of those budgeted. Special
Assessments may be levied against the entire membership in accordance with the allocation
schedule set out in Exhibit D, if the Special Assessment is for Common Expenses, and if for a
specific group of Lots, a Benefited Assessment may be imposed. Except as otherwise
specifically provided in this Declaration, and after the Class `B" Control Period, any Special
Assessment shall require the affirmative vote or written consent of the Members (if a Common
Expense) representing at least a majority of the total votes allocated to Lots which will be subject
to the Special Assessment. Special Assessments shall be payable in such manner and at such
times as determined by the Board, and may be payable in installments extending beyond the
fiscal year in which the Special Assessment is approved.
9950855.5
8.4 Benefited Assessments.
C:00162
The Association may levy Benefited Assessments against one or more particular Lots as
follows:
(a) to cover the costs, including overhead and administrative costs, of providing
services which an Owner requests pursuant to any menu of special services which the
Association may offer (which might include the Items identified in Section 7.7) or which the
Association otherwise provides in the Board's discretion. Benefited Assessments for special
services may be levied in advance of the provision of the requested service;
(b) to cover costs incurred in bringing a Lot into compliance with the Governing
Documents, or costs incurred as a consequence of the conduct of the Owner or occupants of the
Lot, their agents, contractors, employees, licensees, invitees, or guests; provided, the Board shall
28
give the Lot Owner prior written notice and an opportunity for a hearing, in accordance with the
Bylaws, before levying any Benefited Assessment under this subsection; and
(c) to cover costs associated with a Limited Common Area.
Lots which Declarant or any Declarant Affiliate owns are exempt from Benefited
Assessments.
8.5 Commencement of Assessment Obligation; Time of Payment.
The obligation to pay assessments commences as to each Lot on the first day of the
month following: (a) the month in which the Lot is made subject to this Declaration; or (b) the
month in which the Board first determines a budget and levies assessments pursuant to this
Article, whichever is later. The first annual Regular Assessment, if any, levied on each Lot shall
be adjusted according to the number of months remaining in the fiscal year at the time
assessments commence on the Lot.
Owners shall pay assessments in the manner and on the dates the Board establishes. The
Board may require advance payment of assessments at closing of the transfer of title to a Lot and
may impose special requirements for Owners with a history of delinquent payment. If the Board
so elects, assessments may be paid in quarterly or monthly installments. Unless the Board
otherwise provides, the Regular Assessment shall be due and payable in advance on the first day
of each fiscal year. If any Owner is delinquent in paying any assessments or other charges levied
on his Lot, the Board may require the outstanding balance on all assessments be paid in full
immediately.
8.6 Obligation for Assessments.
(a) Personal Obligation. Each Owner, by accepting a deed or entering into a
Recorded contract of sale for any Lot, covenants and agrees to pay all assessments authorized in
the Governing Documents for each Lot owned. All assessments, together with interest
(computed from the assessment's due date at a rate of at least 12% per annum or such higher rate
as the Board may establish, subject to Wyoming law), late charges as determined by Board
resolution, costs, and reasonable attorneys' fees, shall be the personal obligation of each Owner
and a lien upon each Lot until paid in full. Upon a transfer of title to a Lot, the grantee shall be
jointly and severally liable for any assessments and other charges due at the time of conveyance.
The Board's failure to fix assessment amounts or rates or to deliver or mail each Owner
an assessment notice shall not be deemed a waiver, modification, or a release of any Owner from
the obligation to pay assessments. In such event, each Owner shall continue to pay Regular
Assessments on the same basis as during the last year for which an assessment was made, if any,
until a new assessment is levied, at which time the Association may retroactively assess any
shortfalls in collections.
No Owner is exempt from liability for assessments by non -use of Common Area,
abandonment of his or her Lot, or any other means. The obligation to pay assessments is a
separate and independent covenant by each Owner. No reduction or abatement of assessments or
set -off shall be claimed or allowed for any alleged failure of the Association or Board to take
9950855.5
29
some action or perform some required function, or for inconvenience or discomfort arising from
making repairs or improvements, or for any other reason.
Upon written request, the Association shall furnish to any Owner liable for any type of
assessment a certificate in writing signed by an Association officer setting forth whether such
assessment has been paid. Such certificate shall be conclusive evidence of payment. The
Association may require the advance payment of a reasonable processing fee for the issuance of
such certificate.
(b) Declarant's Option to Fund Budget Deficits. During the Class "B" Control
Period, Declarant may satisfy the obligation for assessments on Lots which it or any Declarant
Affiliate owns either by paying assessments in the same manner as any other Owner or by
funding the deficit. The budget deficit is the difference between the amount of assessments
levied on Class "A" Member -owned Lots, plus any other income received during the fiscal year,
and the amount of the Association's actual expenditures during the fiscal year, but excluding
expenses exclusively for capital improvement costs and reserves. Unless Declarant otherwise
notifies the Board in writing at least 30 days before the beginning of the fiscal year, Declarant
shall continue paying on the same basis as during the previous fiscal year.
Regardless of Declarant's election, Declarant's assessment obligations may be satisfied
in the form of cash or by "in kind" contributions of services or materials, or by a combination of
these. After termination of the Class `B" Control Period, except with respect to Benefited
Assessments, Declarant shall pay assessments on Lots which it or its Affiliates own in the same
manner as any other Owner.
The Association shall have a lien against each Lot, including Declarant's Lots, to secure
payment of delinquent assessments, as well as interest, late charges (subject to Wyoming law),
and costs of collection (including attorneys' fees). Such lien shall be superior to all other liens,
except (a) the liens of all taxes, bonds, assessments, and other levies which by law would be
superior, and (b) the lien or charge of any Recorded first Mortgage (meaning any Recorded
Mortgage with first priority over other Mortgages) made in good faith and for value. The
Association's lien may be enforced by suit, judgment, and judicial or non judicial foreclosure.
Notwithstanding the above, and subject to Wyoming law, any lien for Association
assessments or charges levied solely for the purpose of acquisition, development, or construction
of infrastructure or capital improvements serving the Community (or to pay the cost to
underwrite, service, and repay any debt incurred to finance any such acquisition, development, or
construction) may be designated by the Board as a "Capital Improvement Assessment" which
shall be superior to (a) the Association's lien for other Common Expenses, and (b) all other liens
except those that are expressly superior under Wyoming law and which may not be made
subordinate by this provision.
At a foreclosure sale, the Association may bid for the Lot and acquire, hold, lease,
mortgage, and convey the Lot. The Association may sue for unpaid assessments and other
charges without foreclosing or waiving its assessment lien.
9950855.5
8.7 Lien for Assessments.
30
CO A.64
C'Ok. x.65
Sale or transfer of any Lot shall not affect the assessment lien or relieve such Lot from
the lien for any subsequent assessments. However, the sale or transfer of any Lot pursuant to
foreclosure by the first Mortgagee extinguishes the lien relating to any amounts due prior to the
Mortgagee's foreclosure. The purchaser of a foreclosed Lot shall not be personally liable for
assessments on such Lot due prior to the foreclosure sale. Such unpaid assessments shall be a
Common Expense collectible from Owners of all Lots subject to assessment under Section 8.5,
including such purchaser, its successors and assigns.
Notwithstanding the above, while the Association owns a Lot: (a) no right to vote shall
be exercised on its behalf; (b) no assessment shall be levied on it; and (c) each other Lot shall be
charged, in addition to its usual assessment, its pro rata share of the assessment that would have
been charged such Lot had it not been acquired by the Association.
8.8 Limitation on Assessment Increases.
Notwithstanding any provision to the contrary, and except for assessment increases
necessary for emergency situations, after termination of the Class `B" Control Period, any
Regular Assessment that is more than 10% greater than such assessments for the immediately
preceding fiscal year is subject to disapproval at a meeting by 75% of the Class "A" Members
subject to such assessment. There shall be no obligation to call a meeting for the purpose of
considering the disapproval of any budget except on petition of the Members subject to
assessment under the budget, as provided for special meetings in the Bylaws. Any such petition
must be presented to the Board within 10 days after delivery of the budget and notice of any
assessment.
An emergency situation is any one of the following:
(a) an extraordinary expense required by an order of a court;
(b) an extraordinary expense necessary to repair or maintain any portion of the
Community for which the Association is responsible where a threat to personal safety is
discovered;
(c) an extraordinary expense necessary to repair or maintain any portion of the
Community for which the Association is responsible and which could not reasonably have been
foreseen by the Board in preparing and distributing the pro forma budget pursuant to Section 8.1.
However, prior to the imposition or collection of such an assessment, the Board shall pass a
resolution containing written findings as to the necessity of the extraordinary expense involved
and why the expense was not or could not have been reasonably foreseen in the budgeting
process. Notice of the Board meeting at which such resolution is to be considered, explaining
the nature of the assessment proposed, shall be provided to the Members along with the notice of
such assessment; or
(d) to defend itself in litigation, arbitration, or other legal or administrative actions
brought against it.
9950855.5
31
8.9 Exempt Property.
PART FOUR: COMMUNITY DEVELOPMENT
G00166
The following property shall be exempt from payment of Regular Assessments and
Special Assessments:
(a) All Common Area and other portions of the Community which are not Lots; and
(b) Any property dedicated to and accepted by any governmental authority or public
utility.
In addition, both Declarant and the Association shall have the right, but not the
obligation, to grant exemptions to schools, houses of worship, hospitals, or Lots owned by and
used by Persons qualifying for tax exempt status under Section 501(c) of the Internal Revenue
Code. Exemptions granted by Declarant shall be binding on the Association.
8.10 Use and Consumption Fees: Licenses and Royalties.
The Board may charge use and consumption fees to any Person using Association
services or facilities and may determine the amount and method of determining such fees.
Different fees may be charged to different classes of users (e.g, Owners and non Owners).
As set forth in Section 10.7, the Association may enter into license agreements with
Declarant or other parties which permit the Association's use of trade names or service marks
(e.g, use of the name The Meadows at Star Valley). To the extent permitted by such license
agreements, the Board may enter into sub license agreements, under negotiated terms, which
permit others within the Community to use such trade names and /or service marks. The
Association may charge fees and collect royalties in connection with such sub license
agreements; provided, Declarant and any Declarant Affiliate shall be exempt from payment of
such license fees.
The Declaration reserves various rights to the developer in order to facilitate the smooth
and orderly development of The Meadows at Star Valley and to accommodate changes in the
master plan which inevitably occur as a community the size of The Meadows at Star Valley
grows and matures.
ARTICLE 9
EXPANSION OF THE COMMUNITY
9.1 Annexation by Declarant.
Declarant may, from time to time, subject to this Declaration all or any portion of the
property described in Exhibit B by Recording a Supplemental Declaration describing the
property being subjected. A Supplemental Declaration Recorded pursuant to this Section shall
not require the consent of any Person except the owner of such property, if other than Declarant.
9950855.5
32
C.106167
Declarant's right to annex property pursuant to this Section expires when all property
described in Exhibit B has been subjected to this Declaration or 35 years after this Declaration is
Recorded, whichever is earlier. Until then, Declarant may transfer or assign this right to any
Person who is the developer of at least a portion of the real property described in Exhibit A or
B. Any such transfer shall be memorialized in a Recorded instrument executed by Declarant.
Nothing in this Declaration shall require Declarant or any successor to subject additional
property to this Declaration or to develop any of the property described in Exhibit B in any
manner whatsoever.
9.2 Annexation by the Association.
The Association also may annex property to the provisions of this Declaration by
Recording a Supplemental Declaration describing the additional property. Annexation by the
Association shall require the affirmative vote or written consent of more than 50% of the Class
"A" votes and the consent of the property owner. In addition, so long as Declarant or any
Declarant Affiliate owns property subject to this Declaration or which may become subject to
this Declaration in accordance with Section 9.1, Declarant's consent is required. The
Supplemental Declaration shall be signed by the President and Secretary of the Association, by
the owner of the property, and by Declarant, if Declarant's consent is required.
9.3 Additional Covenants and Easements.
By Supplemental Declaration, Declarant may impose additional covenants and easements
on portions of the Community, including covenants obligating the Association to maintain and
insure specific property and authorizing the Association to recover its costs through Regular or
Special Assessments. If someone other than Declarant owns the property, then such owner's
consent and execution of the Supplemental Declaration is required. Any such Supplemental
Declaration may supplement, create exceptions to, or otherwise modify the terms of this
Declaration as it applies to the subject property in order to reflect the different character and
intended use of such property.
9.4 Effect of Filing Supplemental Declaration.
Unless otherwise specified, a Supplemental Declaration shall be effective upon the earlier
of (a) notice to the Persons who are affected by such Supplemental Declaration; or (b)
Recording. The Lots subjected to this Declaration by Supplemental Declaration shall have equal
voting rights in the Association and equal pro rata liability for Regular Assessments with all
other Lots.
ARTICLE 10
ADDITIONAL RIGHTS RESERVED TO DECLARANT
10.1 Withdrawal of Property.
Until termination of the Class `B" Control Period, Declarant reserves the right to amend
the Declaration and remove any portion of the Community, regardless of whether Declarant
9950855.5
33
9950855.5
34
T.1i68
owns all or any of the property within that portion of the Community, from the coverage of this
Declaration. Such amendment shall not require the consent of any Person other than Declarant.
In addition, in such event, the Association shall reconvey to Declarant, or its designee, any of the
property being withdrawn which it owns.
10.2 Marketing and Sales Activities.
Notwithstanding anything in the Governing Documents to the contrary, Declarant and its
Affiliates, and their designees or assigns, may construct, use, and maintain upon portions of the
Common Area and other property they own, such facilities, activities, and things as, in
Declarant's opinion, may reasonably be required, convenient, or incidental to the construction or
sale of Lots. Such permitted facilities, activities, and things shall include business offices, signs,
flags (whether hung from flag poles or attached to a structure), model homes, sales offices,
holding or sponsoring special events, and exterior lighting features or displays. In addition, if
reasonably required, convenient, or incidental to construction or sales activities, Declarant and
Declarant's Affiliates, and their employees, agents, and designees, may park vehicles in areas
other than garages or driveways, including on streets. The rights of any Declarant designee or
assign under this Section are subject to Declarant's approval.
10.3 Right to Develop.
Declarant and its Affiliates, and their respective employees, agents, and designees, shall
have a right of access and use and an easement over and upon all of the Common Area for the
purpose of making, constructing, and installing such improvements to the Common Area, and to
the Exhibit B property, as it deems appropriate in its sole discretion.
10.4 Right to Approve Changes in The Meadows at Star Valley Standards.
No amendment to or modification of any Use Restrictions, rules, or the Design
Guidelines shall be effective without prior notice to and the written approval of Declarant so
long as Declarant or any Declarant Affiliate owns any portion of the Community or has a
unilateral right to annex property in accordance with Section 9.1.
10.5 Right to Transfer or Assign Declarant Rights.
Any or all of Declarant's special rights and obligations set forth in this Declaration or the
Bylaws may be transferred in whole or in part to other Persons; provided, the transfer shall not
reduce an obligation nor enlarge a right beyond that which Declarant has under this Declaration
or the Bylaws. No such transfer or assignment shall be effective unless it is in a Recorded
instrument signed by Declarant. Declarant may allow other Persons to exercise, on a one -time or
limited basis, any Declarant right without transferring the entire right. In such case, a Recorded
instrument is not required.
10.6 Central Telecommunication, Receiving, and Distribution System.
Declarant reserves for itself, its Affiliates, successors, and assignees, the exclusive and
perpetual right and easement to operate within the Meadows at Star Valley, and to service the
buildings and the structures within any Lot, a central telecommunication (including cable
9950855.5
35
e00169
television and security monitoring) receiving and distribution system, including conduits, wires,
amplifiers, towers, antennae, and other related apparatus and equipment (the "Community
Systems as Declarant in its discretion, deems appropriate. Such exclusive and perpetual right
shall include, without limitation, Declarant's right to select and contract with companies licensed
to provide telecommunications and cable television service in the Lincoln County area, and to
charge individual users a reasonable fee not to exceed the maximum allowable charge for such
service, as from time to time is defined by the laws, rules, and regulations of the relevant
government authority, if applicable.
Declarant may require that the Board enter into a bulk rate service agreement for the
provision of Community Systems to all Lots as a Common Expense. If particular services or
benefits are provided to particular Owners or Lots at their request, the benefited Owner(s) shall
pay the service provider directly for such services, or the Association may assess the costs as a
Benefited Assessment, as appropriate.
10.7 Rights To Sue Names; License Agreements.
The names "The Meadows at Star Valley," "Castle Arch Real Estate Investment
Company," and all similar or derivative names, along with all associated logos, are the
proprietary trade naives and service marks of Castle Arch Star Valley, LLC, a Utah limited
liability company or its Affiliates. No Person shall use such trade names or service marks for
advertising or any other purpose in any proportional material, whether printed, audio, video, or
otherwise, in any signage, or in any logo or depiction without the prior written consent of the
Person who owns such mark. In addition, due to the integrated nature of The Meadows at Star
Valley as a planned community, and the public identification of the Lots with Castle Arch Real
Estate Investment Company, any name or "logo" to be used in connection with or displayed on
any Lot, and any sales or other materials or documentation related to the use of the Lot, shall be
subject to Declarant's discretion and may be subject to such terms and conditions as Declarant
deems appropriate.
Notwithstanding the above, Owners may use the name "The Meadows at Star Valley"
where such term is used solely to specify that particular property is located within the
Community (subject, however, to such terms and conditions as Declarant may impose in order to
protect its trade names and service marks) and the Association may use the word "The Meadows
at Star Valley" in its name. Other use by the Association or any Owner is subject to the
restrictions set out in this Section.
10.8 Right To Use Common Area for Special Events.
As long as Declarant or any Declarant Affiliate owns any property described in Exhibit
A or B, Declarant may use the Common Area to sponsor special events for charitable,
philanthropic, political, or marketing purposes, subject to the following conditions:
(a) the availability of the facilities at the time requested;
(b) Declarant shall pay all costs and expenses incurred and shall indemnify the
Association against any loss or damage resulting from the special event; and
(c) Declarant shall return the facilities and personal property used in conjunction with
the special event to the Association in the same condition as existed prior to the special events.
Declarant shall have the right to assign its rights to charitable organizations or
foundations selected by Declarant. Declarant's right to use the Common Area for special events
shall be enforceable by injunction, by any other remedy in law or equity, and by the terms of this
Declaration.
9950855.5
10.9 Easement to Inspect and Right to Correct.
C-
Declarant reserves for itself and others it may designate the right to inspect, monitor, test,
redesign, and correct any structure, improvement, or condition which may exist on any portion of
the Community, including Lots, and a nonexclusive easement of access throughout the
Community to the extent reasonably necessary to exercise such right. Except in an emergency,
entry onto a Lot shall be only after reasonable notice to the Owner and no entry into a dwelling
or other structure on a Lot shall be permitted without the Owner's consent, which consent shall
not unreasonably be withheld, conditioned, or delayed. The failure or refusal to permit
reasonable access to the Lot for the purposes contemplated under this paragraph shall excuse
Declarant or its designee from responsibility for repairs or damages relating to defective
workmanship or materials. The Person exercising this easement shall promptly repair, and pay
for, any resulting damage.
10.10 Right to Notice of Design or Construction Claims.
No Person shall retain an expert for the purpose of inspecting the design or construction
of any structures or improvements within the Community in connection with or in anticipation of
any potential or pending claim, demand, or litigation involving such design or construction
unless Declarant and any Builder involved in the design or construction have been first notified
in writing and given an opportunity to meet with the property Owner and conduct an inspection.
10.11 Termination of Rights.
Rights granted under this Article shall terminate upon earlier of (a) the period specified in
the particular section; (b) 40 years from the date this Declaration is Recorded; or (c) Declarant's
Recording of a statement that all sales activity has ceased. Thereafter, Declarant may continue to
use the Common Areas for the purposes stated in this Article only pursuant to a rental or lease
agreement between Declarant and the Association which provides for rental payments based on
the fair market rental value of any such portion of the Common Areas. Notwithstanding the
above, Declarant reserves for itself and its Affiliates a perpetual, non exclusive easement of
access to and use of the Common Areas in connection with the marketing and sale of other
properties in order to show the Community as an example of Declarant's projects. This Article
shall not be amended without Declarant's written consent.
10.12 Exclusion of Declarant's Other Properties.
By accepting a deed to a Lot, each Owner, specifically acknowledges that nothing
contained in this Declaration shall in any way, either expressly or by implication, restrict, limit,
or otherwise affect the use or disposition by Declarant or its Affiliates of any property either of
36
them owns, whether contained within or contiguous to The Meadows at Star Valley. Declarant
and its Affiliates shall have full, free, and unrestricted use of its other lands, notwithstanding any
incompatibility of such use with restrictions this Declaration imposes upon the Lots. By
accepting a deed to a Lot, each Owner, specifically and expressly disclaims any reciprocal
negative easement in any property Declarant or any Declarant Affiliate owns.
PART 5: PROPERTY RIGHTS WITHIN THE COMMUNITY
The nature of living in a planned community, with its wide array of properties and
development types and its ongoing development activity, requires the creation of special
property rights and provisions to address the needs and responsibilities of the Owners,
Declarant, the Association, and others within or adjacent to the Community.
ARTICLE 11
EASEMENTS
11.1 Easements in Common Area.
Declarant grants to each Owner a right and easement of use, access, and enjoyment in
and to the Common Area, subject to:
(a) The Governing Documents and any other applicable covenants;
(b) Any restrictions or limitations contained in any deed conveying the property to
the Association;
(c) The Board's right to:
(1) adopt rules regulating Common Area use, including rules limiting the
number of guests who may use the Common Area, and charge use fees for such use;
(ii) suspend the right of an Owner to use any Common Area amenity (A) for
any period during which any assessment or other charge against the Owner's Lot remains
delinquent, and (B) for a period not to exceed 30 days for a single violation, or for a longer
period in the case of any continuing violation, of the Governing Documents;
(iii) dedicate or transfer all or any part of the Common Area, subject to any
approval requirements set forth in this Declaration;
(iv) rent any portion of any clubhouse or other Common Area recreational
facilities on an exclusive or non exclusive short-term basis to any Person;
(v) permit use by the general public, which use may be subject to admission
charges, membership fees, or other user fees established in the Board's discretion; and
(vi) mortgage, pledge, or hypothecate any or all of the Common Area as
security for money borrowed or debts incurred; and
9950855.5
37
(d) The rights of certain Owners to the exclusive use of those portions of the
Common Area designated "Limited Common Areas," as described in Article 12.
Any Owner may extend his or her right to use the Common Area to the members of his or
her family, tenants, and social invitees, as applicable, subject to reasonable Board regulation. An
Owner who leases his or her Lot shall be deemed to have assigned all such rights to the tenants
of such Lot for the lease term.
Any Person's use and enjoyment of the Common Area is subject to the Board's authority
to promulgate and enforce Use Restrictions and reasonable rules and regulations governing such
use and to charge use, consumption, or membership fees as provided for in this Declaration. The
rules and regulations and fees may be different for different classifications of users, including,
but not limited to, Owners of Residential Lots, guests or social invitees unaccompanied by
Owners, or otherwise. The posting of rules and regulations and fees in a conspicuous manner
and location within the Community, the publication in a community newsletter of general
circulation within the Community, or through a mailing, shall be deemed sufficient notice to all
permitted users; provided, the Board, in its discretion, may provide notice of rules, regulations,
and fees by other means or methods.
9950855.5
11.2 Easements of Encroachment.
Declarant grants easements of encroachment, and for maintenance and use of any
permitted encroachment, between each Lot and any adjacent Common Area and between
adjacent Lots. A permitted encroachment is a structure or fixture which extends unintentionally
from one person's property on to another's a distance of less than three feet, as measured from
any point on the common boundary along a line perpendicular to such boundary. An
encroachment easement shall not exist if the encroachment results from willful and knowing
conduct on the part of, or with the knowledge and consent of, the Person claiming the benefit of
such easement.
11.3 Easements for Utilities, Etc.
(a) Installation and Maintenance. Declarant reserves for itself, so long as Declarant
or any Declarant Affiliate owns any property described in Exhibit A or B, and grants to the
Association and utility providers, perpetual, non exclusive easements throughout The Meadows
at Star Valley (but not through a structure) to the extent reasonably necessary to:
(i) install utilities and infrastructure to serve the Community, cable and other
systems for sending and receiving data and /or other electronic signals, drainage systems, and
security and similar systems;
(ii) install walkways, pathways and trails, street lights, and signage on
property which Declarant or the Association owns or within public rights -of -way or easements
reserved for such purpose on a Plat;
(iii) inspect, maintain, repair, and replace the utilities, infrastructure, and other
improvements described above; and
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9950855.5
39
73
(iv) access and read utility meters.
Notwithstanding the above, Declarant reserves the right to deny access to any utility or
service provider, to the extent permitted by law, or to condition such access on negotiated terms.
(b) Specific Easements. Declarant also reserves for itself the non exclusive right and
power to grant and Record such specific easements as may be necessary, in Declarant's sole
discretion, to develop the property described in Exhibits A and B. The location of the easement
shall be subject to the written approval of the burdened property Owner, which approval shall not
unreasonably be withheld, delayed, or conditioned.
(c) Minimal Interference. All work associated with the exercise of the easements
described in subsections (a) and (b) of this Section shall be performed in such a manner as to
minimize interference with the use and enjoyment of the property burdened by the easement.
Upon completion of the work, the Person exercising the easement shall restore the property, to
the extent reasonably possible, to the condition existing prior to the work. The exercise of these
easements shall not extend to permitting entry into structures on a Lot, nor shall it unreasonably
interfere with the use of any Lot and, except in an emergency, entry onto any Lot shall be made
only after reasonable notice to the Owner or occupant.
11.4 Easements to Serve Additional Property.
Declarant reserves for itself and its duly authorized agents, successors, assigns, and
mortgagees, an easement over the Common Area for enjoyment, use, access, and development of
the property described in Exhibit B, whether or not such property is made subject to this
Declaration. This easement includes, but is not limited to, a right of ingress and egress over the
Common Area for construction of roads and for connecting and installing utilities.
If the above easement grants permanent access to any property which is not submitted to
this Declaration, Declarant, or its successors or assigns, shall enter into a reasonable agreement
with the Association to share the cost of maintenance that the Association provides for the
benefit of the easement holder. The shared maintenance costs may include maintenance to or
along any roadway providing access to the benefited property.
11.5 Easements for Maintenance, Emergency, and Enforcement.
Declarant grants to the Association easements over The Meadows at Star Valley as
necessary for the Association to fulfill its maintenance responsibilities under Section 7.2. The
Association shall also have the right, but not the obligation, to enter upon any Lot for emergency,
security, and safety reasons, to perform maintenance and to inspect for the purpose of ensuring
compliance with and enforcing the Governing Documents. Any member of the Board, and its
duly authorized agents and assignees, including committee members, and all emergency
personnel in the performance of their duties may exercise such right. Except in an emergency
situation, entry shall only be during reasonable hours and after notice to the Owner.
Declarant grants to the Association, subject to any required notice, an easement and right
to enter a Lot to abate a Governing Document violation and/or to remove any structure, thing, or
000174
condition which violates the Governing Documents. Any costs incurred, including reasonable
attorneys' fees, shall be assessed against the Lot Owner as a Benefited Assessment.
11.6 Easements for Cross Drainage.
All portions of the Community shall be burdened with easements for natural drainage of
storm water runoff from other portions of the Community; provided, no Person shall alter the
natural drainage on any Lot to increase materially the drainage of stormwater onto adjacent
portions of the Community without the consent of the Owner(s) of the affected property, the
Board, and Declarant as long as it or any Declarant Affiliate owns any property described in
Exhibit A or B to the Declaration.
11.7 Rights to Stormwater Runoff, Effluent, and Water Reclamation.
Declarant reserves for itself and its designees all rights to ground water, surface water,
stormwater runoff, and effluent located or produced within the Community, and each Owner
agrees, by acceptance of a deed to a Lot, that Declarant shall retain all such rights. Such rights
shall include the reservation of an easement over the Community for access, and for installation
and maintenance of facilities and equipment to capture and transport such water, runoff, and
effluent. This Section may not be amended without Declarant's consent, and the rights created
in this Section shall survive termination of this Declaration.
11.8 Easements between Townhome Lots for Utilities.
Lots within a townhome structure include electrical lines, and possibly other utility lines
(collectively "Utility Line(s) which may be shared in common or used by adjoining owners
within the same townhome structure. Declarant grants to the Owners of such townhome Lots a
perpetual non exclusive easement for such Utility Lines for the location of such Utility Lines
within the structure, such location being established as of the date of the installation or
construction of the Utility Lines. Grantor further grants to the Owners of such townhome Lots
rights of access and ingress and egress upon townhome Lots within the same townhome structure
where such access, ingress and egress is necessary for the repair, maintenance, and /or
replacement of such Utility Lines (the "Repair Rights provided, however, any Owner
desiring to exercise the Repair Rights on a Utility Line shall provide at least 24 hours prior
written notice (the "Notice Period to the Owner of the Lot where the Repair Rights are to be
exercised. The Owner being given the notice shall grant access to the requesting Owner upon
the 9:00 a.m. to 5:00 p.m. period immediately following expiration of the 24 hours. In the event
of an emergency, no Notice Period shall be required, and access shall be immediately granted
upon oral request from a benefited Owner. Any situation where the health or safety of a Person
is put in jeopardy shall be considered an emergency for purposes of this subsection.
9950855.5
40
9950855.5
12.1 Purpose.
ARTICLE 12
LIMITED COMMON AREAS
Go6j.9S
Certain portions of the Common Area may be designated as Limited Common Area and
reserved for the exclusive use or primary benefit of Owners and occupants within a particular
portion of the Community. For example, Limited Common Areas may include portions of a
building, entry features, recreational facilities, landscaped medians and cul -de -sacs, yards and
other portions of the Common Area. All costs associated with maintenance, repair, replacement,
and insurance of a Limited Common Area shall be allocated among the Owners to which the
Limited Common Areas are assigned and charged as a Benefited Assessment.
12.2 Designation.
Initially, any Limited Common Area shall be designated as such in a Supplemental
Declaration, the deed conveying such area to the Association, or on a Plat; provided, any such
designation shall not preclude Declarant from later designating use of the same Limited
Common Area to additional Lots, so long as Declarant has a right to subject additional property
to this Declaration pursuant to Section 9.1. In addition to the foregoing, any balcony, patio,
deck, driveway, or yard which is accessible from, associated with, and which adjoins a
townhouse or twinhome structure shall, without further reference thereto, be used in connection
with such Lot to the exclusion of the use thereof by other Owners, except by invitation, and shall
be deemed a Limited Common Area. Utility Lines and any meter box for a Utility Line within a
townhome structure shall be considered a Limited Common Area for the Owners of Units within
that townhome structure.
In addition, the Board may assign or reassign Limited Common Area upon the vote of a
majority of the total Class "A" votes in the Association, and of Members representing a majority
of the Class "A" votes who have a direct right in the Limited Common Area affected by the
proposed assignment or reassignment. As long as Declarant or any Declarant Affiliate owns any
property subject to this Declaration or which may become subject to this Declaration in
accordance with Section 9.1, Declarant's written consent also is required.
12.3 Use by Others.
If a majority of Owners of Lots to which any Limited Common Area is assigned approve,
the Association may permit Owners of other Lots or others to use all or a portion of such Limited
Common Area and may require payment of reasonable user fees for such use. Any such fees
shall be used to offset the expenses attributable to such Limited Common Area.
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ARTICLE 13
PARTY WALLS AND OTHER SHARED STRUCTURES
13.1 General Rules of Law to Apply.
13.2 Maintenance; Damage and Destruction.
OO:1i 76
Each wall, driveway, fence, foundation, roof or similar structure built as a part of the
original construction on the Lots which serves and/or separates any two adjoining Lots shall
constitute a party structure. To the extent not inconsistent with the provisions of this Section, the
general rules of law regarding party walls and liability for property damage due to negligence or
willful acts or omissions shall apply to party structures. Any dispute arising concerning a party
structure shall be handled in accordance with the provisions of Article 14.
Unless otherwise specifically provided in additional covenants relating to such Lots,
including the provisions of Article 7 above addressing the obligations of the Association with
regards to Townhome Maintenance Areas, the Owners sharing the party structure shall share the
cost of necessary or appropriate party structure repairs and maintenance equally.
If a party structure is destroyed or damaged by fire or other casualty, then to the extent
that such damage is not covered by insurance and repaired out of the proceeds of insurance, any
Owner sharing the structure may restore it and be entitled to contribution for the restoration cost
in equal proportions from other sharing owners. However, such contribution will not prejudice
the right to call for a larger contribution from the other users under any rule of law regarding
liability for negligent or willful acts or omissions.
The right of any Owner to contribution from any other Owner under this Section shall be
appurtenant to the land and shall pass to such Owner's successors -in- title.
The growth and success of The Meadows at Star Valley as a community in which people
enjoy living, working, and playing requires good faith efforts to resolve disputes amicably,
attention to and understanding of relationships within the community and with our neighbors,
and protection of the rights of others who have an interest in the community.
ARTICLE 14
DISPUTE RESOLUTION
14.1 Agreement to Encourage Resolution of Disputes Without Litigation.
(a) Declarant, the Association and its officers, directors, and committee members, all
Persons subject to this Declaration, and any Person not otherwise subject to this Declaration who
agrees to submit to this Article (collectively, "Bound Parties agree to attempt to resolve
disputes involving The Meadows at Star Valley without the emotional and financial costs of
litigation. Accordingly, each Bound Party agrees not to, directly or indirectly, file a lawsuit for a
9950855.5
PART SIX: RELATIONSHIPS WITHIN AND OUTSIDE THE COMMUNITY
42
Claim described in subsection (b), without first submitting the Claim to the alternative dispute
resolution procedures described in Section 14.2.
(b) As used in this Article, the term "Claim" shall refer to any claim, grievance, or
dispute arising out of or relating to:
(i) the interpretation, application, or enforcement of the Governing
(ii) the rights, obligations, and duties of any Bound Party under the Governing
(iii) the design or construction of improvements within the Community, other
than matters of aesthetic judgment under Article 4, which shall not be subject to review; or
Documents;
Documents;
(iv) trespass, nuisance, property damage, enforcement of laws, codes, or
ordinances within the Town of Thayne, Wyoming.
Notwithstanding the above, the following shall not be considered "Claims" unless all parties to
the matter otherwise agree to submit the matter to the procedures set forth in Section 14.2:
any Owner;
(i)
role in the Claim;
Claim arises);
(vi) any Association action to obtain a temporary restraining order (or
emergency equitable relief) and such ancillary relief as the court may deem necessary in order to
maintain the status quo and preserve the Association's ability to enforce the provisions of Part
Two of this Declaration (relating to creation and maintenance of community standards);
9950855.5
(v) any Association action to collect assessments or other amounts due from
(vii) any suit in which any indispensable party is not a Bound Party; and
(viii) any suit as to which the applicable statute of limitations would expire
within 180 days of giving the Notice required by Section 14.2(a), unless the party or parties
against whom the Claim is made agree to toll, or extend, the Claim's statute of limitations to
comply with this Article.
14.2 Dispute Resolution Procedures.
(a) Notice. The Bound Party asserting a Claim "Claimant against another Bound
Party "Respondent shall give written notice "Notice by mail or personal delivery to each
Respondent, and to the Board, stating plainly and concisely:
the nature of the Claim, including the Persons involved and Respondent's
(ii) the legal basis of the Claim (i.e., the specific authority out of which the
43
(iii) the Claimant's proposed resolution or remedy; and
Oo G o- 8
(iv) the Claimant's desire to meet with the Respondent to discuss in good faith
ways to resolve the Claim.
(b) Negotiation. The Claimant and Respondent shall make every reasonable effort to
meet in person and confer for the purpose of resolving the Claim by good faith negotiation. If
requested in writing, accompanied by a copy of the Notice, the Board may appoint a
representative to assist the parties in negotiating a resolution of the Claim.
(c) Mediation. If the Bound Parties have not resolved the Claim through negotiation
within 30 days of the date of the Notice (or within such other agreed upon period), the Claimant
shall have 30 additional days to submit the Claim to mediation with an entity designated by the
Association (if the Association is not a party to the Claim) or to an independent agency providing
dispute resolution services in the Lincoln County area. Each Bound Party shall present the
mediator with a written summary of the Claim.
If the Claimant does not submit the Claim to mediation within such time, or does not
appear for and participate in good faith in the mediation when scheduled, the Claimant shall be
deemed to have waived the Claim, and the Respondent shall be relieved of any and all liability to
the Claimant (but not third parties) on account of such Claim.
If the Bound Parties do not settle the Claim within 30 days after submitting the matter to
mediation, or within such time as determined reasonable by the mediator, the mediator shall
issue a notice of termination of the mediation proceedings indicating that the Parties are at an
impasse and the date that mediation was terminated. Except as provided in Section 14.2(e), the
Claimant shall thereafter be entitled to file suit or to initiate administrative proceedings on the
Claim, as appropriate.
Each Bound Party shall bear its own costs of the mediation, including attorneys' fees, and
each Party shall share equally all fees charged by the mediator.
(d) Settlement. Any settlement of the Claim through negotiation or mediation shall
be documented in writing and signed by the Bound Parties. If any Bound Party thereafter fails to
abide by the terms of such agreement, then any other Bound Party may file suit or initiate
administrative proceedings to enforce such agreement without the need to again comply with the
procedures set forth in this Section. In such event, the Bound Party taking action to enforce the
agreement shall, upon prevailing, be entitled to recover from the non complying Bound Party (or
each one in equal proportions) all costs incurred in enforcing such agreement, including, without
limitation, attorneys' fees and court costs.
(e) Actions Involving Declarant Final and Binding Arbitration. Except for disputes
in which a party other than an Owner or the Association is an indispensable party, all disputes,
including any Claim described above, between an Owner or the Association and Declarant or
any Declarant Affiliate shall be resolved by final and binding arbitration in accordance with this
subsection (e) and, except as specifically provided, shall not be submitted as a lawsuit or other
proceeding in any Wyoming state court or federal court. This subsection (e) is an agreement to
arbitrate and is specifically enforceable under Wyoming law. Any arbitration award shall be
9950855.5
44
subject only to review by the Wyoming or federal appellate courts in the same manner as are trial
court judgments. Judgment may be entered upon the arbitration award in any court of competent
jurisdiction to the fullest extent permitted under Wyoming law.
Prior to commencing arbitration under this subsection, the parties shall engage in
negotiation and mediation in accordance with Sections 14.2(a) -(c), regardless of whether such
matter is a Claim under Section 14.1. If negotiation and mediation are unsuccessful in resolving
the dispute, the Owner or the Association, as applicable, shall have until expiration of the
applicable statute of limitations under Wyoming law (as would apply to the same claim being
brought in a Wyoming or federal court) to submit the dispute to the American Arbitration
Association for arbitration in Lincoln County. The American Arbitration Association shall
appoint three arbitrators, including one attorney, to conduct the arbitration in accordance with its
rules. The arbitrators shall render a written judgment accompanied by findings of fact and
conclusions of law.
If not timely submitted to arbitration or if the Claimant fails to appear for the arbitration
proceeding, the Claim shall be deemed abandoned, and the Respondent, shall be released and
discharged from any and all liability to the Claimant arising out of the dispute. The parties shall
share equally the costs of conducting the arbitration until a prevailing party is determined;
provided, the prevailing party shall be entitled to recover all of its costs incurred in the action,
including, without limitation, reasonable attorneys' fees.
14.3 Initiation of Litigation by Association.
After the Class `B" Control Period, the Association shall not initiate any judicial or
administrative proceeding, including arbitration, which is reasonably expected to cost at least
$25,000.00 in legal fees to prosecute to completion without Board approval upon the specific
recommendation of the Dispute Resolution Committee (which shall be created as provided in the
Bylaws). The Dispute Resolution Committee's recommendation must be in writing and must be
accompanied by a feasibility analysis including an explanation of the issues, a budget for legal
and related expenses, the amount in controversy, the expectation of success, and a copy of bids
from a minimum of three qualified law firms.
The following provisions are for the benefit of holders, insurers, and guarantors of first
Mortgages on Lots. The provisions of this Article apply to both this Declaration and to the
Bylaws, notwithstanding any other provisions contained therein.
9950855.5
15.1 Notices of Action.
ARTICLE 15
MORTGAGEE PROVISIONS
006179
An institutional holder, insurer, or guarantor of a first Mortgage which provides a written
request to the Association (such request to state the name and address of such holder, insurer, or
guarantor and the street address of the Lot to which its Mortgage relates) (an "Eligible Holder
will be entitled to timely written notice of:
45
15.2 No Priority.
\.J
(a) Any condemnation loss or any casualty loss which affects a material portion of
the Community or which affects any Lot on which there is a first Mortgage held, insured, or
guaranteed by such Eligible Holder;
(b) Any delinquency in the payment of assessments or charges owed by a Lot subject
to the Mortgage of such Eligible Holder, where such delinquency has continued for a period of
60 days, or any other violation of the Governing Documents relating to such Lot or the Owner or
occupant which is not cured within 60 days;
policy;
(c) Any lapse, cancellation, or material modification of any Association insurance
(d) Any proposed action which would require the consent of a specified percentage of
Eligible Holders; or
(e) If the U.S. Department of Housing and Urban Development is insuring or the U.S.
Department of Veterans Affairs is guaranteeing the Mortgage on any Lot, material amendment to
the Governing Documents or extraordinary action of the Association, as defined under VA
Pamphlet 26 -7.
No provision of this Declaration or the Bylaws gives or shall be construed as giving any
Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of
distribution to such Owner of insurance proceeds or condemnation awards for losses to or a
taking of the Common Area.
9950855.5
15.3 Notice to Association.
Upon request, each Owner shall be obligated to furnish to the Association the name and
address of the holder of any Mortgage encumbering the Owner's Lot.
15.4 Failure of Mortgagee to Respond.
Any Mortgagee who receives a written request from the Board to respond to or consent to
any action shall be deemed to have approved such action if the Association does not receive a
written response from the Mortgagee within 30 days of the date of the Association's request,
provided such request is delivered to the Mortgagee by certified or registered mail, return receipt
requested.
ARTICLE 16
DISCLOSURES AND WAIVERS.
16.1 Changes in Master Plan.
Each Owner acknowledges The Meadows at Star Valley is a master planned community,
the development of which is likely to extend over many years, and agrees and consents to all
46
woo i i
changes in (a) uses or density of Lots or dwellings within The Meadows at Star Valley, or (b)
changes in the Master Plan.
Each Owner further acknowledges and agrees that the Master Plan and the present plans
and themes for The Meadows at Star Valley's development may change in Declarant's discretion
and that no notice or consent is required for such changes except as may be required by law. No
representations, warranties, or assurances are made by any Person, and none shall be relied upon
by any Owner (a) that any Lots, or other property or facilities will be added, modified, or
eliminated within The Meadows at Star Valley; or (b) as to the financial or other impact of such
action on any Owner. Each Owner acknowledges and agrees that he or she is not entitled to rely
upon and has not received or relied upon any representations, warranties, or guarantees
whatsoever as to: (a) the design, construction, completion, development, use, benefits, or value
of The Meadows at Star Valley; or (b) the number, types, sizes, prices, or designs of any
residential or non residential structures or improvements built or to be built in any part of The
Meadows at Star Valley.
Owners and occupants of Lots, and their respective guests and invitees, are
responsible for their own personal safety and for their property in the Community. The
Association may, but is not obligated to, maintain or support certain activities within the
Community which promote or enhance safety or security within the Community.
However, the Association, and Declarant shall not in any way be considered insurers or
guarantors of safety or security within the Community, nor shall they be held liable for any
loss or damage by reason of failure to provide adequate security or ineffectiveness of
security measures undertaken.
No representation or warranty is made that any systems or measures, including fire
protection, burglar alarm, or other security monitoring systems, or any mechanism or
system for limiting access to the Community, cannot be compromised or circumvented, nor
that any such systems or measures undertaken will in all cases prevent loss or provide the
detection or protection for which the system is designed or intended. Each Owner
acknowledges, understands, and shall be responsible for informing its tenants and all
occupants of its Lot that the Association, the Board, and Association committees, and
Declarant are not insurers or guarantors of security or safety and that each Person within
the Community assumes all risks of personal injury and loss or damage to property,
including Lots and the contents of Lots, resulting from acts of third parties.
Neither Declarant nor the Association guarantee or represent that any view over
and across the Lots or any open space within the Community will be preserved without
impairment. Neither Declarant nor the Association shall be obligated to relocate, prune, or
thin trees or other landscaping except to maintain the Community -Wide Standard or as
otherwise required under a separate covenant or agreement. The Association (with respect
to the Common Area) has the right to add trees and other landscaping from time to time
9950855.5
16.2 No Liability For Third Party Acts.
16.3 View Impairment.
47
subject to applicable law. Any express or implied easements for view purposes or for the
passage of light and air are hereby expressly disclaimed.
In recognition of the fact that interruptions in cable television and other Community
Systems services (as defined in Section 10.6) will occur from time to time, neither Declarant nor
any of Declarant's successors or assigns shall in any manner be liable for, and no Community
System user shall be entitled to refund, rebate, discount, or offset in applicable fees, for any
interruption in Community Systems services, regardless of whether or not such interruption is
caused by reasons within the service provider's control.
9950855.5
16.4 Notices and Disclaimers as to Community Systems.
16.5 Blasting and Other Activities.
C
All Owners, occupants, and users of Lots are hereby placed on notice that
Declarant, Declarant's Affiliates, and /or their agents, contractors, subcontractors,
licensees, and other designees, successors, or assigns, may, from time to time, conduct
blasting, excavation, construction, and other activities within The Meadows at Star Valley.
By the acceptance of a deed or other conveyance or mortgage, leasehold, license, or other
interest, and by using any portion of a Lot or The Meadows at Star Valley generally, the
Owners and all occupants and users of Lots acknowledge, stipulate, and agree (a) that such
activities shall not be deemed nuisances, or noxious or offensive activities, under any
applicable covenants or at law generally; (b) not to enter upon, or allow their children or
other Persons under their control or direction to enter upon (regardless of whether such
entry is a trespass or otherwise) any property within or in proximity to the Lot where such
activities are being conducted (even if not being actively conducted at the time of entry,
such as at night or otherwise during non working hours); (c) that Declarant, any Declarant
Affiliate, and all of their agents, contractors, subcontractors, licensees, and other designees,
successors, and assigns, shall not be liable but, rather, shall be held harmless for any and
all losses, damages (compensatory, consequential, punitive, or otherwise), injuries, or
deaths arising from or relating to the aforesaid activities; (d) that any purchase or use of
any portion of a Lot has been and will be made with full knowledge of the foregoing; and
(e) that this acknowledgment and agreement is a material inducement to Declarant or its
Affiliates to sell, convey, lease, and/or allow the use of Lots within The Meadows at Star
Valley.
16.6 Liability for Association Operations.
The Association shall, to the fullest extent permitted by law, indemnify, defend, and hold
harmless Declarant (including its successors and assigns) from and against any and all losses,
claims, demands, damages, costs, and expenses of whatever kind or nature (including, without
limitation, reasonable attorneys' fees and costs at all tribunal levels and whether or not suit is
instituted, including those incurred in establishing the right to be indemnified, defended, and held
harmless pursuant hereto) which relate to or arise out of Association management and
operations, including, without limitation, improvement, maintenance, and operation of amenities
and other portions of the Common Maintenance Areas and the collection of assessments.
48
16.7 Assumption of Risk and Indemnification.
By purchasing a Lot in the vicinity of any property reserved for non residential use
and open to the general public, each Owner expressly assumes the risk of noise, personal
injury, death, or property damage caused by maintenance and operation of such property,
including, without limitation: (a) noise from the permitted operations of such use; (b) noise
caused by the permitted users of such property; and (c) reduction in privacy caused by
traffic (including non residents of the Community) to or from such property.
Each Owner agrees Declarant, the Association and any of Declarant's Affiliates or
agents shall not be liable to any Owner or any other Person claiming any loss or damage,
including, without limitation, indirect, special, or consequential loss or damage arising
from personal injury, death, destruction of property, trespass, loss of enjoyment, or any
other alleged wrong or entitlement to remedy based upon, due to, arising from, or
otherwise related to the proximity of Owner's Lot to non residential property, including,
without limitation, any claim arising in whole or in part from the negligence of Declarant,
any of Declarant's Affiliates or agents, or the Association. The Owner agrees to indemnify
and hold harmless Declarant, Declarant's Affiliates and agents, and the Association against
any and all such claims by Owner's visitors, tenants, and others upon such Owner's Lot.
PART SEVEN: CHANGES IN THE COMMUNITY
Communities such as The Meadows at Star Valley are dynamic and constantly evolving
as circumstances, technology, needs and desires, and laws change, as the residents age and
change over time, and as the surrounding community changes. The Community and its
Governing Documents must be able to adapt to these changes while protecting the things that
make The Meadows at Star Valley unique.
ARTICLE 17
CHANGES IN OWNERSHIP OF LOTS
Any Owner, other than Declarant or any Declarant Affiliate, desiring to sell or otherwise
transfer title to his or her Lot shall give the Board at least 14 days' prior written notice of the
name and address of the purchaser or transferee, the date of such transfer of title, and such other
information as the Board may reasonably require. The transferor shall continue to be jointly and
severally responsible with the transferee for all obligations of the Lot Owner, including
assessment obligations, until the date upon which the Board, notwithstanding the transfer of title,
receives such notice.
9950855.5
49
18.1 Condemnation.
ARTICLE 18
CHANGES IN COMMON AREA
Whenever any part of the Common Area is taken or conveyed under threat of
condemnation by any authority having the power of eminent domain, the Board shall determine,
in the exercise of its business judgment, whether each Owner is entitled to notice.
The award made for such taking shall be payable to the Association as trustee for all
Owners to be disbursed as follows:
If the taking involves a portion of the Common Area on which improvements have been
constructed, the Association shall restore or replace such improvements on the remaining land
included in the Common Area to the extent practicable, unless, within 60 days after such taking,
Declarant, so long as Declarant owns any property described in Exhibit A or B of this
Declaration, elects not to restore or replace such improvements, or if the Class "B" Control
Period has expired, at least 75% of the total Class "A" votes in the Association shall so elect.
Provided an election not to repair is not made, any such construction shall be in accordance with
plans the Board approves. The provisions of Section 7.3 regarding funds for the repair of
damage or destruction shall apply.
If the taking does not involve any Common Area improvements, or if a decision is made
not to repair or restore, or if net funds remain after any such restoration or replacement is
complete, then such award or net funds shall be disbursed to the Association and used for such
purposes as the Board shall determine.
18.2 Partition.
Except as permitted in this Declaration, the Common Area shall remain undivided, and
no Person shall bring any action for partition of any portion of the Common Area without the
written consent of all Owners and Mortgagees. This Section shall not prohibit the Board from
acquiring and disposing of tangible personal property nor from acquiring and disposing of real
property which mayor may not be subject to this Declaration.
9950855.5
18.3 Transfer or Dedication of Common Area.
The Association may convey, dedicate, or otherwise transfer portions of the Common
Area to the Town of Thayne, or to any other local, state, or federal governmental or
quasi governmental entity.
50
9950855.5
19.1 By Declarant.
ARTICLE 19
AMENDMENT OF DECLARATION
In addition to specific amendment rights granted elsewhere in this Declaration, during the
Class `B" Control Period, Declarant may unilaterally amend this Declaration for any purpose.
Thereafter, Declarant may unilaterally amend this Declaration if such amendment is
necessary (a) to bring any provision into compliance with any applicable governmental statute,
rule, regulation, or judicial determination; (b) to enable any reputable title insurance company to
issue title insurance coverage on the Lots; (c) to enable any institutional or governmental lender,
purchaser, insurer, or guarantor of mortgage loans, including, for example, the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation, HUD, or VA, to make,
purchase, insure, or guarantee mortgage loans on the Lots; or (iv) to satisfy the requirements of
any local, state, or federal governmental agency. However, any such amendment shall not
adversely affect the title to any Lot unless the Owner shall consent in writing.
19.2 By the Members.
Except as otherwise specifically provided above and elsewhere in this Declaration, this
Declaration may be amended only by the affirmative vote or written consent, or any combination
thereof, of at least 75% of the Association's total Class "A" votes. In addition, so long as
Declarant or any Declarant Affiliate owns any property subject to this Declaration or which may
become subject to this Declaration in accordance with Section 9.1, Declarant's written consent is
required for any amendment.
Notwithstanding the above, the percentage of votes necessary to amend a specific clause
shall not be less than the prescribed percentage of affirmative votes required for action to be
taken under that clause.
19.3 Validity and Effective Date.
No amendment may remove, revoke, or modify any right or privilege of Declarant or the
Class `B" Member without the written consent of Declarant or the Class `B" Member,
respectively (or the assignee of such right or privilege). No amendment may specifically
remove, revoke, or materially adversely affect the application of, or compliance with, the
Development Agreement, without the written consent of Declarant.
If an Owner consents to any amendment to this Declaration or the Bylaws, it will be
conclusively presumed that the Owner has the authority to consent, and no contrary provision in
any Mortgage or contract between the Owner and a third party will affect the validity of such
amendment.
Any amendment shall become effective upon the earliest of (a) actual notice; (b)
Recording; or (c) later effective date specified in the amendment. Any procedural challenge to
an amendment must be made within six months of its Recordation or such amendment shall be
51
0
I SS
presumed to have been validly adopted. In no event shall a change of conditions or
circumstances operate to amend any provisions of this Declaration.
Exhibits A, B, and D attached to this Declaration are incorporated by this reference and
this Article shall govern amendment of such exhibits Exhibit C is incorporated by reference
and may be amended as provided in Article 3 and Sections 19.1 and 19.2, as applicable. All
other exhibits are attached for informational purposes and may be amended as provided therein
or in the provisions of this Declaration which refer to such exhibits.
9950855.5
19.4 Exhibits.
[Signatures set forth on the following page]
52
'186
IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration the
date and year first written above.
ss
County of Salt Lake
State of Utah
9950855.5
DECLARANT: Castle Arch Star Valley, LLC,aUtah
limited liability company
By: Castle Arch Real Estate
Investment Company, LLC, a
California limited liability company
Its: Sole Member
My commission expires: Residing at:
23 2_0 1 2
By: J C
Name: Kirby D. Cochran
Its: Chief Executive Officer
The foregoing instrument was acknowledged before me this 13 day of January, 2010,
by Kirby D. Cochran, as Chief Executive Officer of Castle Arch Real Estate Investment
Company, LLC, the Sole Member of Castle Arch Star Valley, LLC.
Q tebtce 2 awce .7
Notary Public
DIANE FERRE
NOTARYPt tJC°STA7EOFUTAH
COMMISSION# 576482
COMM, EXP 10/28/2012
9950855.5
EXHIBIT A
Land Initially Submitted
THE MEADOWS AT STAR VALLEY
A -1
006188
All of PLAT "A" Revised
A portion of the SW1 /4 of the NE1 /4 of Section 24, Township 34 North, Range 119
West, 6 P.M., located in Thayne, Lincoln County, Wyoming, more particularly described as
follows:
Beginning at a point located N88°45'17"W along the 1/4 Section line 1,638.05 feet from
the East Corner of Section 24, T34N, R119W, 6t11 P.M.; thence N88°45'17"W along the 1/4
Section line 770.19 feet; thence N1 °10'47 "E 198.86 feet; thence N4 °30'30 "E 53.87 feet; thence
S88 °52'16 "E 229.64 feet; thence N86 °50'40 "E 88.29 feet; thence S82 °09'16 "E 253.36 feet;
thence N86 °31' 10 "E 100.64 feet; thence Southeasterly along the arc of a 794.00 foot radius non-
tangent curve (radius bears: S81 °46'07 "W) 77.31 feet through a central angle of 5 °34'45"
(chord: S5 °26'31 "E 77.28 feet); thence N86 °58'01 "E 86.00 feet; thence Southeasterly along the
arc of a 880.00 foot radius non tangent curve (radius bears: S87 °18'38 "W) 53.62 feet through a
central angle of 3 °29'27" (chord: S0 °56'39 "E 53.61 feet); thence S0 °48'05 "W 115.15 feet to the
point of beginning.
Contains 4 20 acres
9950855.5
EXHIBIT B
Land Subiect to Annexation
B -1
O0C91S9
Any real property subject to the Development Agreement or the Master Plan (as defined
in the Declaration), as it may be amended from time to tune, including, without limitation, the
following:
Southwest Quarter of the Northeast Quarter of Section 24, Township 34 North, Range
119 West of the 6 P.M., Lincoln County, Wyoming.
Contains: 40 acres
EXHIBIT C
Initial Use Restrictions
The purpose of Design Guidelines and Use Restrictions is not to anticipate all acceptable
or unacceptable behavior in advance and eliminate all improvements or activities which fall
outside of "the norm." In fact, it is expressly intended that the Reviewer under Article 4, and the
Board, as appropriate, have discretion to approve or disapprove items, or to enforce or not
enforce technical violations of the Governing Documents, based upon aesthetic or other
considerations consistent with the established guidelines. As such, while something may be
approved or permitted for one Lot under one set of circumstances, the same thing may be
disapproved for another Lot under a different set of circumstances. The exercise of discretion in
approving or enforcement shall not be construed as a waiver of approval or enforcement rights,
nor shall it stop the Board from taking enforcement action in any appropriate circumstances.
Subject to the above, the following restrictions shall apply to all of The Meadows at Star
Valley until such time as they are amended, modified, repealed, or limited pursuant to the
Declaration.
(a) Animals and Pets. No animals of any kind, including livestock and poultry, shall
be raised, bred, or kept on any portion of the Community, except that a reasonable number of
usual and common household pets, as determined in the Board's discretion, may be kept on a
Lot.
Dogs and cats shall be kept on a leash or otherwise confined in a manner acceptable to
the Board whenever outside a structure. Under no circumstances shall cats be permitted on
dunes or other beach areas. Upon the Board's request, an Owner, at his or her expense, shall
remove any pet which is permitted to roam free, or, in the Board's sole discretion, endangers
health, makes objectionable noise, or constitutes a nuisance or inconvenience to other Owners or
residents of any portion of the Community. If the Owner fails to honor such request, the Board
may cause the pet to be removed at the Owner's expense. The Association, without prior notice,
may remove any pet from the dunes or other beach areas. No pets shall be kept, bred, or
maintained for any commercial purpose.
(b) Wildlife. Capturing, killing, or trapping wildlife is prohibited within the
Community, except in circumstances imposing an imminent threat to the safety of Persons or
pets, or as permitted under section (a) of this Exhibit C.
(c) Firearms; Fireworks. The use and discharge of firearms within the Community is
prohibited. The term "firearms" includes "B -B" guns, pellet guns, and other firearms of all
types, regardless of size. The use and discharge of fireworks is prohibited except by license
granted by the Association.
(d) Nuisances. No Owner shall engage in any activity which constitutes a nuisance
(meaning offensive or detrimental activity, as determined by the Board), or which materially
disturbs or destroys the vegetation, wildlife, or air quality within the Community, or which
results in unreasonable levels of sound or light pollution.
9950855.5
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(e) Garages. Garage doors shall remain closed at all times except when entering,
exiting, or otherwise actively using the garage. A garage or carport may not be converted to
finished space for use as an apartment, an integral part of the Lot's living area, or for purposes
other than parking vehicles and ancillary storage, without prior approval pursuant to Article 4.
(f) Exterior Lighting. Excessive exterior lighting on any Lot is prohibited. The
Board in its sole discretion shall determine whether any exterior lighting is excessive. Lighting
requirements may differ between Lots in different locations.
(g) Storage of Goods. Storage (except in approved structures or containers) of
furniture, fixtures, appliances, machinery, equipment, or other goods and chattels on the
Common Area (except by the Association), or, if not in active use, any portion of a Lot which is
visible from outside the Lot is prohibited.
(h) Prohibited Conditions. The following conditions, structures, or activities are
prohibited on any Lot:
(i) Dog runs and animal pens of any kind, unless properly screened and
approved in advance in accordance with Article 4;
(ii) Shacks or other structures of a temporary nature on any Lot except as may
be authorized by Declarant during the initial construction of improvements within the
Community. Temporary structures used during the construction or repair of a dwelling or other
improvements shall be removed immediately after the completion of construction or repair;
(iii) Permanent basketball goals, basketball standards, or backboards which are
or would be visible from any street or Common Area; provided, portable basketball goals may be
used on a Lot without prior approval, but must be stored so as not to be visible from any street or
Common Area overnight or otherwise when not in use;
(iv) Freestanding flagpoles; provided, flags may be displayed using a bracket
or other approved device mounted to a dwelling or other primary structure on a Lot so long as
the size of the flag displayed does not exceed a standard size (as set forth in the Design
Guidelines or determined in the Board's discretion and set forth in a Board rule);
(v) Outdoor athletic and recreational facilities such as playscapes, swing sets,
and sport courts unless properly screened and approved in advance in accordance with Article 4;
(vi) Outside clotheslines or other outside facilities for drying or airing clothes
unless properly screened and approved in advance in accordance with Article 4;
(vii) Individual septic systems serving any Lot; and
(viii) Private wells, except as the Reviewer may permit for irrigation purposes
only.
In any event, and notwithstanding the above list of prohibited conditions, any structure,
improvement, or thing proposed for construction, erection, installation, or placement on a Lot
9950855.5
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06192
requires prior Reviewer approval in accordance with Article 4, unless specifically made exempt
under the Design Guidelines.
(i) Quiet Enjoyment. Nothing shall be done or maintained on any part of a Lot
which, in the Board's reasonable discretion, emits foul or obnoxious odors outside the Lot or
creates noise or other conditions which tend to disturb the peace, quiet, safety, comfort, or
serenity of the occupants and invitees of other Lots. No noxious, illegal, or offensive activity
shall be carried on upon any portion of the Community which, in the Board's reasonable
determination, tends to cause embarrassment, discomfort, annoyance, or nuisance to others.
(j) Signs. No sign shall be erected within the Community, except those required by
law, including posters, circulars, and billboards; provided, the following types of signs may be
erected on a Lot without the Board's written consent: (i) residential or non residential
identification signs for identification of the occupant and its address, in a style designated by the
Design Guidelines or approved by the Reviewer; and (ii) security signs in a style and location
designated by the Design Guidelines or approved by the Reviewer. This restriction shall not
apply to entry, directional, and marketing signs installed by Declarant or any Declarant Affiliate,
or a Builder, acting with Declarant's specific consent. The Association, with the Board's
approval, shall have the right to erect signs on the Common Area. Signs advertising or
identifying a Lot as being for sale or rent are prohibited.
(k) Holiday Decorations. Owners may display holiday decorations on their Lots if the
decorations are of the kinds normally displayed in similar neighborhoods, are of reasonable size
and scope, and do not disturb other Owners and residents by excessive light or sound emission or
by causing an unreasonable amount of spectator traffic. Permitted decorations may be displayed
for such periods as are normal and customary for comparable residential communities, as
determined in the Board's discretion.
(1) Antennas and Satellite Dishes. No antenna, satellite dish, or other device for the
transmission or reception of television or radio (including amateur or ham radios) signals is
permitted outside the dwelling on a Lot, except those devices whose installation and use is
protected under federal law or regulations (generally, certain antennae under one meter in
diameter), and then only if the antenna or other device (i) is designed for minimal visual
intrusion (i.e., is located in a manner that minimizes visibility from the street or an adjacent Lot
and is consistent with the Community -Wide Standard); and (ii) complies to the maximum extent
feasible with the Design Guidelines within the confines of applicable federal regulations (i.e.,
without precluding reception of a quality signal or unreasonably increasing the cost of the
antenna or device).
Notwithstanding the above, Declarant and /or the Association may erect an antenna,
satellite dish, or other apparatus for a master antenna, cable, or other communication system for
the benefit of all or a portion of the Community, should any master system or systems be used by
the Association and require such exterior apparatus.
(m) Trash Containers and Collection. No garbage or trash shall be placed or kept on
any Lot, except in securely covered, scavenger -proof containers of a type, size and style which
are pre- approved by the Reviewer or specifically permitted under the Design Guidelines, or as
9950855.5
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C0193
required by the applicable governing jurisdiction. Such containers shall be screened from view
outside of the Lot except when they are being made available for collection and then only for the
shortest time reasonably necessary to effect such collection. Rubbish, trash, and garbage must be
removed from the Lots and may not accumulate on any Lot. Outdoor incinerators may not be
kept or maintained on any Lot. The Board may enact such other rules and regulations
concerning litter and trash control as may be necessary or appropriate to comply with the
Development Agreement.
(n) Unsightly or Unkempt Conditions. All portions of a Lot outside enclosed
structures shall be kept in a clean and tidy condition at all times. No rubbish or debris of any
kind shall be placed or permitted to accumulate upon or adjacent to any Lot in a manner which is
unsanitary, unsightly, offensive or detrimental to any other portion of the Community, as the
Board may determine.
Woodpiles or other material shall be properly screened and stored in such a manner so as
not to attract rodents, snakes, and other animals and or create a fire hazard, as the Board
determines No activities shall be conducted upon or adjacent to any Lot or within any structure
on a Lot which are or might be unsafe or hazardous to any Person or property. Open fires are
prohibited within the Community, except in a contained outdoor fireplace or barbecue unit while
attended and in use for cooking purposes.
(o) Vehicles and Parking. As used in this Section, the term "vehicles" includes,
without limitation, automobiles, trucks, boats, trailers, motorcycles, campers, vans, and
recreational vehicles.
No vehicle may be left upon any portion of the Community except in a garage, driveway,
or other area the Board designates. No person shall park any pick -up truck with a camper top or
other raised enclosure or commercial lettering or logos, or any recreational vehicle, mobile
home, trailer, camper, stored vehicle, commercial vehicle (including all vehicles with
commercial lettering or logos), or any unlicensed or inoperable vehicle within the Community
other than in an enclosed garage. "Sports utility vehicles" and "mini -vans" (as such vehicles are
commonly referred to, as determined in the Board's discretion) and pick -up trucks without raised
enclosures or commercial writing or logos shall be treated as automobiles and may be parked in
driveways outside of enclosed garages. Boats or other watercraft may be kept or stored on a Lot
only so long as they are screened from view from outside of the Lot. This Section shall not
apply to emergency vehicle repairs or to construction, Service, and delivery vehicles for periods
necessary to perform the services or make a delivery.
Notwithstanding the above, for purposes of cleaning, loading, unloading, and short term
parking, recreational vehicles may be parked outside of an enclosed garage for up to one hour
within each calendar month.
(p) Solar Equipment. No solar heating equipment or device is permitted outside the
dwelling or other structures on the Lot except such devices whose installation and use is
protected by federal or Wyoming law. Notwithstanding such protection, an application for such
equipment or device must be submitted for approval under Article 4 prior to installation and
approval will be granted only if:
9950855.5
C -4
(i) First, such equipment or device is designed for minimal visual intrusion
when installed (i.e., is located in a manner which minimizes visibility from the street or an
adjacent Lot and is consistent with the Community -Wide Standard); and
Second, the equipment or device complies, to the maximum extent Design Guidelines
within the confines of the applicable governmental
(q) Invasive or Exotic Species. In addition, no Person shall use on the Lots or the
Common Areas such plant species as are listed in or referenced by the Development Agreement
as prohibited within the Town of Thayne. Notwithstanding such prohibitions, the Design
Guidelines may set forth additional prohibitions on the use of plant species. The use in
landscaping of any plant species shall be subject to approval in accordance with Article 4 and the
Design Guidelines. In addition, the import into The Meadows at Star Valley of any plant species
used in landscaping, other than those transplanted from within the Community, shall be subject
to approval in accordance with Article 4 and the Design Guidelines.
9950855.5
(ii) feasible, with the regulations.
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coiA94
EXHIBIT D
Formula for Allocating Assessments
Determination of Equivalent Units.
Residential Lots (per Lot) 1.00
Allocation of Assessments.
The allocation of assessments under the Declaration shall be based upon "Equivalent
Units." Each Lot shall be assigned Equivalent Units based upon the Lot's classification. In the
event that the classification for a particular Lot is not apparent, the determination of Declarant
shall be controlling The total number of Equivalent Units assigned to a Lot shall be determined
as follows:
Lot Classification Equivalent Units
Declarant shall initially determine a Lot's Classification at the time of conveyance or
commencement of assessments based on the intended use of the Lot in accordance with the
Master Plan. Declarant shall provide the Association notice of each Lot's Classification upon its
annexation to the Declaration. For so long as Declarant or any Declarant Affiliate owns property
described on Exhibit A or B to the Declaration, Declarant unilaterally may change a Lot's
Classification or amend this Exhibit D to create additional Lot Classifications or to change the
Equivalent Units assigned to any particular classification; provided, no such amendment may
materially adversely affect any Lot without the written consent of the Owner of such Lot.
The allocation of assessments shall be computed by multiplying the total amount to be assessed
by a fraction, the numerator of which is the number of Equivalent Units assigned to a Lot, and
the denominator of which is the total Equivalent Units assigned to all Lots subject to assessment.
The formula is illustrated as follows (The result, "A," being the assessment to be assigned, in
dollars, to the particular Lot.):
The Board shall compute the Equivalent Units annually, and notice of the allocation of
Equivalent Units (including a summary of the computations) shall be sent to each Owner with its
notice of assessment. Upon annexation of additional property into the jurisdiction of the
Association, the Board shall recompute the assessment allocations and send a notice of
recomputed percentages to each Owner; however, no adjustments of assessments previously
levied or refunds of assessments paid shall be made within the fiscal year to reflect the
recomputation.
9950855.5
EU's Assigned to
a Particular Lot
Total EU's Assigned
to All Lots
X Budget($)
D -1
A
9950855.5
EXHIBIT E
coy y196
Bylaws of The Meadows at Star Valley Community Association
E -1
THE MEADOWS AT STAR VALLEY COMMUNITY ASSOCIATION
ARTICLE 1
NAME, PRINCIPAL OFFICE, AND DEFINITIONS
1.1 Name.
The name of the corporation is The Meadows at Star Valley Community Association
"Association
1.2 Principal Office.
The Association's principal office shall be located in Lincoln County, Wyoming. The
Association may have other offices, either within or outside Wyoming, as the Board of Directors
determines or as the Association's affairs require.
1.3 Definitions.
BYLAWS
OF
The words used in these Bylaws shall have their normal, commonly understood
definitions. Capitalized terms shall have the same meaning as set forth in the Declaration of
Covenants, Conditions, and Restrictions for The Meadows at Star Valley, as it may be amended
"Declaration unless the context indicates otherwise.
ARTICLE 2
MEMBERSHIP: MEETINGS, QUORUM, VOTING, PROXIES
2.1 Membershi
The Association shall have two classes of membership, Class "A" and Class `B," as more
fully set forth in the Declaration. Provisions of the Declaration pertaining to membership are
incorporated by this reference.
2.2 Place of Meetings.
The Association shall hold meetings at its principal office or at such other suitable place
convenient to the Members as the Board may designate.
The Association shall hold its first meeting, whether a regular or special meeting, within
one year after the date of the Association's incorporation. The Board shall set the date and time
of subsequent regular annual meetings. Annual meetings may be conducted electronically (i. e.,
via the Internet, intranet, or teleconference) if, and to the extent, permitted by law.
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2.3 Annual Meetings.
2.4 Special Meetings.
2.5 Notice of Meetings.
The President may call a special meeting of the Association. It also shall be the
President's duty to call a special meeting if so directed by Board resolution or upon petition of
Members representing at least 10% of the total Class "A" votes; provided, the Members must
deliver to the Association's Secretary at least one written demand for the meeting, describing the
meeting's purpose.
If the President does not send notice of a special meeting pursuant to Section 2.5 within
30 days after the date written demand is delivered to the Association's Secretary, any Member
signing the demand may set the time and place of the special meeting and give the Association
notice pursuant to Section 2.5.
The Association's Secretary shall cause written notice stating the place, day, and hour of
any Association meeting to be given in any manner permitted by Wyoming law. If permitted,
notice may be posted in a conspicuous, prominent place within the Community, delivered by
hand delivery, or sent by facsimile, electronic mail, or other electronic communication device, or
such other manner which is reasonably calculated, as determined in the Board's discretion, to
provide personal notice to the Members entitled to notice. Notice shall be given at least 10 but
less than 50 days before the date of the meeting, by or at the direction of the President, the
Secretary, or the officers or Persons calling the meeting.
In the case of a special meeting or when otherwise required by statute or these Bylaws,
the purpose or purposes for which the meeting is called shall be stated in the notice. No other
business shall be transacted at a special meeting except as stated in the notice.
If posted, notice shall be deemed delivered when posted. If mailed, the notice of a
meeting shall be deemed delivered when deposited in the United States mail addressed to the
Member at his or her address as it appears on the Association's records, with postage prepaid. If
sent by facsimile, electronic mail, or such other electronic communication device, notice shall be
deemed delivered when transmitted to the Member at his or her address or number as it appears
on the Association's records. Failure to receive actual notice of an Association meeting shall not
affect the validity of any action taken at such meeting.
Waiver of notice of an Association meeting shall be the equivalent of proper notice. Any
Member may waive, in writing, notice of any Association meeting, either before or after such
meeting. A Member's attendance at a meeting shall be deemed a waiver by such Member of
notice of the meeting unless the Member specifically objects to lack of proper notice at the time
the meeting is called to order. Attendance at a special meeting also shall be deemed a waiver of
notice of all business transacted at the meeting unless an objection on the basis of lack of proper
notice is raised before the business is put to a vote.
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2.6 Waiver of Notice.
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If the Association cannot hold a meeting because a quorum is not present, a majority of
the Members who are present may adjourn the meeting to a time at least five but not more than
30 days from the date called for the original meeting. At the reconvened meeting, if a quorum is
present, any business may be transacted which might have been transacted at the meeting
originally called. If those in attendance at the original meeting do not fix a time and place for
reconvening the meeting or if for any reason a new date is fixed for reconvening the meeting
after adjournment, the Association shall give the Members notice of the time and place for
reconvening the meeting in the manner prescribed for regular meetings.
Members present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of enough Members
to leave less than a quorum, provided that at least a majority of the votes required to constitute a
quorum approve any action taken.
Members shall have such voting rights as are set forth in the Declaration, which
provisions are incorporated herein by this reference.
Members may vote at a meeting by voice vote or ballot or may vote by mail without the
necessity of a meeting, as determined by the Board; provided, the Board shall hold meetings
when required by the Declaration, these Bylaws, or Wyoming law. Votes for the election of
directors shall be cast by secret written ballot. All Member votes cast at meetings are subject to
the quorum requirements of Section 2.11. The Board may permit votes to be cast electronically
(i. e., via the Internet, intranet, or electronic mail) with sufficient verification of authenticity and
if permitted by law.
On any matter as to which a Member is entitled personally to cast the vote for his Lot,
such vote may be cast in person or by proxy, subject to Wyoming law.
Every proxy shall be in writing specifying the Lot for which it is given, signed by the
Member or his duly authorized attorney -in -fact, dated, and filed with the Association's Secretary
prior to the meeting for which it is to be effective. Unless otherwise specifically provided in the
proxy, a proxy shall be presumed to cover all votes which the Member giving such proxy is
entitled to cast, and in the event of any conflict between two or more proxies purporting to cover
the same voting rights, the later dated proxy shall prevail, or if dated as of the same date, both
shall be deemed invalid.
Every proxy shall be revocable and shall automatically cease upon: (a) conveyance of
any Lot for which it was given; (b) the Secretary's receipt of written notice of revocation of the
proxy or of the death or judicially declared incompetence of a Member who is an individual; or
(c) 90 days from the meeting date for which the proxy was originally given, unless the proxy
specifies a shorter period.
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2.7 Adjournment of Meetings.
2.8 Voting.
2.9 Proxies.
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2.10 Majority.
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As used in these Bylaws, the term "majority" shall mean those votes, Owners, or other
group as the context may indicate totaling more than 50% of the total eligible number.
2.11 Quorum.
Except as these Bylaws or the Declaration otherwise provide, the presence of Members,
either personally, by proxy, representing 30% of the total Class "A" votes in the Association
shall constitute a quorum at all Association meetings.
The President or other Board designee shall preside over all Association meetings. The
Secretary shall ensure that minutes of the meetings are kept and that all resolutions adopted and
all other transactions occurring at such meetings are recorded in the Association's minute book.
Owners may tape record or videotape Association meetings subject to reasonable rules the Board
Imposes.
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2.12 Conduct of Meetings.
2.13 Action Without a Meeting.
Without holding a meeting pursuant to Sections 2.3 or 2.4, Members may take any action
that Wyoming law requires or permits the Members to take at a meeting (subject to any
limitations imposed under the Declaration), if Members representing at least 80% of the
Association's Class "A" votes sign a written consent specifically authorizing the proposed
action. The Association need not give prior notice before soliciting such consent; provided, the
Association must send written consent forms to all Members. Members shall sign, date, and
deliver such consents to the Association within 60 days after the Association's receipt of the
earliest dated consent. The Association's Secretary shall file such consents with the
Association's minutes and the consents shall have the same force and effect as a vote of the
Members at a meeting. Within 10 days after receiving authorization for any action by written
consent, the Secretary shall give written notice to all Members entitled to vote who did not give
their written consent, fairly summarizing the material features of the authorized action.
ARTICLE 3
BOARD OF DIRECTORS: SELECTION, MEETINGS, POWERS
A. Composition and Selection.
3.1 Governing Body; Composition.
The Board of Directors shall govern the Association's affairs. Each director shall have
one vote. Except for "At -Large Representatives" elected by the Class "A" Members, directors
need not be Members or residents of the Community. A director must be at least 18 years old.
In the case of a Member who is not an individual, any officer, director, partner, or trust officer of
such Member shall be eligible to serve as a director unless otherwise specified by written notice
to the Association signed by such Member; provided, no more than one such representative of
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any Member, nor more than one occupant of a particular Lot, may serve on the Board at any one
time, except in the case of directors the Class `B" Member appoints.
3.2 Number of Directors.
The Board shall consist of the number of directors provided for in Section 3.5. The initial
Board shall consist of the three directors specified in connection with the Articles of
Incorporation.
3.3 Directors During Class `B" Control Period.
The Class "B" Member shall have complete discretion in appointing its directors under
Section 3.5. Class `B" Member appointed directors shall serve at the pleasure of the Class `B"
Member.
3.4 Nomination and Election Procedures.
(a) Nominations and Declarations of Candidacy. Prior to each election of
directors, the Board shall prescribe the opening date and the closing date of a reasonable filing
period in which every eligible person who has an interest in serving as a director may file as a
candidate for any position to be filled by Class "A" votes. Except with respect to directors the
Class `B" Member appoints, nominations for election to the Board shall be made in accordance
with policies and procedures the Board establishes. Such policies and procedures may include,
but are not limited to, permitting or requiring that nominations be made through a nominating
committee and permitting "write -in" candidates. The Board also shall permit nominations from
the floor at any election meeting.
The Board shall give each candidate a reasonable, equal opportunity to communicate his
or her qualifications to the Members and to solicit votes.
(b) Election Procedures. A Member shall cast a vote for his or her Lot for
each position to be filled from the slate of candidates on which he or she is entitled to vote.
Cumulative voting is not allowed. That number of candidates which equals the number of
positions to be filled and receiving the greatest number of votes shall be elected.
3.5 Election and Term of Office.
Except as these Bylaws or the Declaration may otherwise specifically provide, election of
directors shall take place at the Association's annual meeting. Notwithstanding any other
provision of these Bylaws:
(a) Declarant shall appoint a Class "A" Member (an "At -Large
Representative as a Director no later than at such time as Class "A" Members other than
Builders own 25% of the Lots anticipated for the Community under the Master Plan, or
whenever the Class `B" Member earlier determines. At such time, one of the Class `B"
Member appointed directors shall resign, and the At -Large Representative shall serve as a
director. The remaining two directors shall be Class `B" Member appointees. Until the
happening of the event described below in subsection (b), At -Large Representatives shall serve
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one -year terms on the Board and shall be succeeded by the most recently elected At -Large
Representative.
(b) Within 30 days after Class "A" Members other than Builders own 50% of
the Lots anticipated for the Community under the Master Plan, or whenever the Class `B"
Member earlier determines, the Board shall be increased to five directors. At such time, both
At -Large Representatives shall serve as directors, and, notwithstanding the above, their terms on
the Board shall coincide with their terms as At -Large Representatives. Upon expiration of their
respective terms, their successors as At -Large Representatives shall serve as directors for like
terms. The remaining three directors shall be Class `B" Member appointees.
(c) Not later than the first annual meeting after the termination of the Class
"B" Control Period, the Board shall hold an election at which the Members shall elect a
director. In order to establish staggered terms for such directors, at least one -half of the initial
directors elected shall serve two -year terms and the remainder shall serve one -year terms, as
such directors determine among themselves. In addition, the At -Large Representatives shall
continue to serve as directors.
In the event the above results in an even number of directors, the Board members, by
majority vote, shall elect one additional director. In the event of a tie in such voting, the Board
President shall appoint the remaining director from among the candidates under consideration.
For so long as Declarant and its Affiliates (individually or collectively) owns at least five
percent of the Lots permitted under the Master Plan for all phases of the development of the
Community, the Class `B" Member may appoint one director. Thereafter, the director elected by
the Class `B" Member shall resign.
Upon expiration of the initial terms of each director elected by Class "A" Members, the
Class "A" Members shall elect successors to serve two -year terms. Notwithstanding the stated
length of any term, directors shall hold office until their respective successors have been elected.
Notwithstanding the above, the Board, as deemed necessary or convenient in the exercise
of its reasonable discretion, may adjust the commencement of director terms (as staggered) to
begin at the same time each year.
The directors which are not appointed by the Class `B" Member are referred to
collectively as "Class "A" Directors."
Any Class "A" Director may be removed, with or without cause, by the vote of Class "A"
Members, as applicable, holding a majority of the votes entitled to be cast for the election of
such director. Any director whose removal is sought shall be given notice prior to any meeting
called for that purpose. Upon removal of a director, a successor shall be elected by the Class
"A" Members entitled to elect the director so removed to fill the vacancy for the remainder of
such director's term. Class "A" Directors may not be removed by the Class "B" Member.
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3.6 Removal of Directors and Vacancies.
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Any Class "A Director who has three consecutive unexcused absences from Board
meetings, or who is more than 30 days delinquent (or occupies a Unit for which assessments are
so delinquent) in the payment of any assessment or other charge due the Association, may be
removed by a majority vote of the Board, excluding the director at issue. If the director is
removed, the Board may appoint a successor to fill the vacancy for the reminder of the term.
In the event of the death, disability or resignation of a director, the Board may declare a
vacancy and appoint a successor to fill the vacancy until the next annual meeting, at which time
the Class "A" Members entitled to fill such directorship may elect a successor for the remainder
of the term.
This Section shall not apply to directors the Class "B" Member appoints or to any
director serving as Declarant's representative. The Class "B" Member or Declarant shall be
entitled to appoint a successor to fill any vacancy on the Board resulting from the death,
disability, or resignation of a director appointed by or elected as a representative of the Class `B"
Member or Declarant.
B. Meetings.
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3.7 Organizational Meetings.
The Board shall hold its first meeting following each annual membership meeting within
10 days thereafter at such time and place as the Board shall fix.
3.8 Regular Meetings.
The Board may hold regular meetings at such time and places the Board shall determine,
but the Board shall hold at least four such meetings during each fiscal year with at least one per
quarter.
3.9 Special Meetings.
The Board shall hold special meetings when called by written notice signed by the
President, Vice President, or any two directors.
3.10 Notice; Waiver of Notice.
(a) Notices of Board meetings shall specify the time and place of the meeting
and, in the case of a special meeting, the nature of any special business to be considered. The
Board shall give notice to each director by: (i) personal delivery; (ii) first class mail, postage
prepaid; (iii) telephone (either directly to the director or to a person at the director's office or
home who would reasonably be expected to communicate such notice promptly to the director);
or (iv) facsimile, electronic mail, or other electronic communication device, with confirmation
of transmission. All such notices shall be given at the director's telephone number, fax number,
electronic mail address, or sent to the director's address as shown on the Association's records.
Notices sent by first class mail shall be deposited into a United States mailbox at least five
business days before the time set for the meeting. Notices given by personal delivery,
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telephone, or other device shall be delivered or transmitted at least 72 hours before the time set
for the meeting.
(b) Except for emergency meetings, notice of a Board meeting shall be
posted in a conspicuous place within the Community at least 48 hours in advance of the meeting
or provided in any other manner reasonably anticipated to provide notice to all Members,
including publication in an Association newsletter with community -wide circulation, posting on
a Community cable television channel, or posting on a Community Internet or intranet page. In
lieu of notice of each regular Board meeting, the Board may post or publish a schedule of
upcoming Board meetings.
(c) Transactions of any Board meeting, however called and noticed or
wherever held, shall be as valid as though taken at a meeting duly held after regular call and
notice if (i) a quorum is present; and (ii) either before or after the meeting each director not
present signs a written waiver of notice, a consent to holding the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify the meeting's purpose. Notice of a
meeting also shall be deemed given to any director who attends the meeting without protesting
before or at its commencement about the lack of adequate notice.
(d) Notice of any meeting at which assessments are to be established shall
state that fact and the nature of the assessment.
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3.11 Telephonic Participation in Meetings.
Members of the Board or any committee designated by the Board may participate in a
Board or committee meeting by means of telephone or other electronic means, through which all
persons participating in the meeting can hear each other. Participation in this manner shall
constitute presence at the meeting for all purposes.
3.12 Quorum of Board.
At all Board meetings, a majority of the directors shall constitute a quorum for the
transaction of business, and the votes of a majority of the directors present at a meeting at which
a quorum is present shall constitute the Board's decision, unless these Bylaws or the Declaration
specifically provide otherwise. A meeting at which a quorum is initially present may continue,
notwithstanding the withdrawal of directors, if at least a majority of the required quorum for that
meeting approves any action taken. If the Board cannot hold a meeting because a quorum is not
present, a majority of the directors present at such meeting may adjourn the meeting to a time not
less than five nor more than 30 days from the date of the original meeting. At the reconvened
meeting, if a quorum is present, any business which might have been transacted at the meeting
originally called may be transacted without further notice.
3.13 Conduct of Meetings.
The President shall preside over all Board meetings, and the Secretary shall keep a
minute book of Board meetings, recording all Board resolutions and all transactions and
proceedings occurring at such meetings. Owners may tape record or videotape Board meetings
subject to reasonable rules the Board imposes.
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3.14 Open Meetings: Executive Session.
Subject to the provisions of Section 3.15, all Board meetings shall be open to all Owners.
However, attendees other than directors may not participate in any discussion or deliberation
unless a director requests that they be granted permission to speak, and the Board concurs. In
such case, the President may limit the time any such individual may speak.
Notwithstanding the above, the President may adjourn any Board meeting and reconvene
in executive session, and may exclude persons other than directors, to discuss with the
Association's attorney matters relating to pending or threatened litigation which are protected by
the attorney- client privileges, or to discuss among the Board any other matter of a sensitive
nature, if Wyoming law permits.
3.15 Action Without a Formal Meeting.
C. Powers and Duties.
3.16 Powers.
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Any action to be taken or which may be taken at a Board meeting may be taken without a
meeting if all directors sign a consent in writing, setting forth the action so taken. Such consent
shall have the same force and effect as a unanimous vote.
The Board shall have all of the powers and duties necessary for administering the
Association's affairs and for performing all of the Association's responsibilities and exercising
all of the Association's rights as set forth in the Governing Documents, and as provided by law.
The Board may do or cause to be done on the Association's behalf all acts and things except
those which the Governing Documents or Wyoming law require to be done and exercised
exclusively by the membership generally.
(a) adopting, in accordance with the Declaration, an annual budget
establishing each Owner's share of the Common Expenses;
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3.17 Duties.
The Board's duties shall include, without limitation:
(b) providing for the operation, care, upkeep, and maintenance of the
Common Maintenance Area consistent with the Community -Wide Standard;
(c) designating, hiring, and dismissing personnel necessary to carry out the
Association's rights and responsibilities and where appropriate, providing for compensation of
such personnel and for the purchase of necessary equipment, supplies, and materials;
(d) depositing all funds received on the Association's behalf in a bank
depository which it shall approve, and using such funds to operate the Association; provided,
any reserve funds may be deposited, in the Board's business judgment, in depositories other
than banks;
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(e) opening bank accounts on the Association's behalf and designating the
signatories required;
(f) making or contracting for the making of repairs, additions, and
improvements to or alterations of the Common Area in accordance with the Declaration and
these Bylaws;
(g) after termination of the Class `B" Control Period, submitting for bid any
planned Association expenditure (whether for capital items, services, maintenance, or
otherwise) anticipated to exceed $10,000.00 in any one fiscal year; provided, the Board is not
obligated to contract with or otherwise retain the services of the lowest bidder;
(h) enforcing by legal means the provisions of the Governing Documents and
bringing any proceedings which may be instituted on behalf of or against the Owners
concerning the Association; provided, the Association's obligation in this regard shall be
conditioned in the manner provided in the Declaration;
(i) obtaining and carrying property and liability insurance and fidelity bonds,
as provided in the Declaration, paying the cost thereof, and filing and adjusting claims, as
appropriate;
expenditures;
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(j) paying the cost of all services rendered to the Association;
(k) keeping books with detailed accounts of the Association's receipts and
(1) making available to any Owner, the holders, insurers, and guarantors of
any Mortgage on any Lot, and any prospective purchaser of a Lot, current copies of the
Governing Documents and all other Association books, records, and financial statements as
provided in Section 6.4;
(m) permitting utility suppliers to use portions of the Common Area
reasonably necessary to the ongoing development or operation of The Meadows at Star Valley;
(n) indemnifying an Association director, officer, or committee member, or
former Association director, officer, or committee member to the extent such indemnity is
required by Wyoming law, the Articles of Incorporation, or the Declaration; and
(o) maintaining, and retaining for the time periods required, the "official
records" of the Association, as provided by law.
3.18 Compensation.
The Association shall not compensate a director for acting as such, unless a majority of
the directors otherwise approves. The Association may reimburse any director for expenses
incurred on the Association's behalf if approved by a majority of the other directors. In addition,
subject to Section 3.27, nothing herein shall prohibit the Association from compensating a
director for services or supplies he or she furnishes to the Association in a capacity other than as
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a director pursuant to a contract or agreement with the Association. The foregoing also applies
to any entity with which a director is affiliated.
During the period of Class `B" membership, the Class `B" Member shall have a right to
disapprove any action, policy, or program of the Association, the Board, and any committee
which, in the Class `B" Member's sole and absolute judgment, would tend to impair rights or
interests of Declarant, any Declarant Affiliate, or Builders, interfere with development or
construction of any portion of the Community, or diminish the level of services the Association
provides.
(a) Notice. The Association, the Board, and each committee shall give the
Class `B" Member written notice of their meetings and proposed actions to be approved at their
meetings (or by written consent in lieu of a meeting). The notice shall comply with Section 3.10
and shall, except in the case of the regular meetings held pursuant to the Bylaws, set forth with
reasonable particularity the agenda to be followed at such meeting.
(b) Opportunity to be Heard. The Association, the Board, and each
committee shall give the Class `B" Member the opportunity at any meeting to join in or to have
its representatives or agents join in discussion from the floor of any prospective action, policy,
or program which would be subject to the right of disapproval described in this Section.
(c) Exercise of Rights. The Class `B" Member, its representatives or agents,
shall make its concerns, thoughts, and suggestions known to the Board and /or the members of
the subject committee. The Class `B" Member may exercise its right to disapprove at any time
within 10 days following the meeting at which such action was proposed or, if the action is
approved without a meeting, at any time within 10 days following receipt of written notice of
the proposed action. This right to disapprove may be used to block proposed actions but shall
not include a right to require any action or counteraction by the Association, the Board, or any
committee. The Class `B" Member shall not use its right to disapprove to reduce the level of
services which the Association is obligated to provide or to prevent capital repairs or any
expenditure required to comply with applicable laws and regulations.
(d) Condition of Implementation. No action, policy, or program subject to the
Class "B" Member's right of disapproval shall become effective or be implemented until and
unless the requirements of subsections (a) and (b) above have been met.
The Board may employ a professional management agent or agents, at such
compensation as the Board may establish, to perform such duties and services as the Board shall
authorize and are otherwise within the scope of the Board's authority. The Board may delegate
such powers as are necessary to perform the manager's assigned duties, but shall not delegate
policy making authority or those duties set forth in Section 3.17(a) (with respect to adoption of
the budget). The Board may contract with or employ Declarant or any Declarant Affiliate as
managing agent or manager.
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3.19 Right of Class `B" Member to Disapprove Actions.
3.20 Management.
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The Board may delegate to one of its members the authority to act on the Board's behalf
on all matters relating to the duties of the managing agent or manager, if any, which might arise
between Board meetings.
The Association shall not be bound, either directly or indirectly, by any management
contract executed during the Class `B" Control Period unless such contract contains a right of
termination which the Association may exercise with or without cause and without penalty at any
time after termination of the Class "B" Control Period upon not more than 90 days written
notice. After the Class "B" Control Period terminates, the Association may not terminate any
management contract, or retain a new managing agent, without the approval of the Members
representing a majority of the Association's total Class "A" votes, and Declarant, for so long as
Declarant or any Declarant Affiliate owns any property described on Exhibits "A" or `B" to the
Declaration.
The Class "A" Members shall have no right to terminate a management contract during
the Class `B" Control Period. Unless the Board otherwise grants such right, or unless the
management contract otherwise provides, the Board may act in its discretion with respect to
executing and terminating management contracts during the Class `B" Control Period. Any
management contract may, among other things, authorize the managing agent to act as the
Association's agent with respect to the expenditure of Association funds within the scope of the
approved Association budget; provided, the managing agent shall not be permitted to spend
money in excess of the budget or reallocate greater than 10% of any budget line item without the
Board's prior approval.
3.21 Accounts and Reports.
The following management standards of performance shall be followed unless the Board
by resolution specifically determines otherwise:
(a) accrual accounting, as defined by generally accepted accounting
principles, shall be employed;
principles;
accounts;
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(b) accounting and controls should conform to generally accepted accounting
(c) the Association's cash accounts shall not be commingled with any other
(d) the managing agent shall accept no remuneration from vendors,
independent contractors, or others providing goods or services to the Association, whether in the
form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; the Association
shall benefit from anything of value received;
(e) the managing agent shall disclose promptly to the Board any financial or
other interest which it may have in any firm providing goods or services to the Association;
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(f) commencing at the end of the quarter in which the first Lot is sold and
closed, the Board shall prepare financial reports for the Association at least quarterly
containing:
(i) an income statement reflecting all income and expense activity for
the preceding period on an accrual basis;
preceding period
(ii) a statement reflecting all cash receipts and disbursements for the
(iii) a variance report reflecting the status of all accounts in an "actual"
versus "approved" budget format;
(iv) a balance sheet as of the last day of the preceding period; and
(v) a delinquency report listing all Owners who are delinquent in
paying any assessments at the time of the report and describing the status of any action to collect
such assessments which remain delinquent (any assessment or installment thereof shall be
considered to be delinquent on the 15th day following the due date unless otherwise specified by
Board resolution); and
(a) an annual report consisting of at least the following shall be prepared
within 60 days after the close of the fiscal year: (i) a balance sheet showing actual receipts and
expenditures; (ii) an operating (income) statement; and (iii) a statement of changes in financial
position for the fiscal year. Such annual report shall be prepared on an audited, reviewed, or
compiled basis, as the Board determines, by an independent public accountant. During the
Class `B" Control Period, the annual report shall include certified financial statements.
The Association shall provide each Owner or its authorized agent a copy of the annual
financial report within 10 business days following receipt of a written request for access. In
addition, if Wyoming law requires, the Association shall send a copy of the annual report to each
Member by mail or personal delivery within 90 days following the close of the fiscal year.
11086961.1
3.22 Borrowing.
The Association may borrow money for any legal purpose; provided, the approval of
members representing a majority of the Class "A" votes in the Association is required if the
proposed borrowing is (a) for the purpose of making discretionary capital improvements; and (b)
the total amount of such borrowing, together with all other debt incurred within the previous I2-
month period, exceeds or would exceed 20% of the Association's budgeted gross expenses for
that fiscal year.
During the Class `B" Control Period, a Mortgage lien may be placed on the Common
Area with the express written consent of the Class `B" Member, and only by the Class `B"
Member. After the Class `B" Control Period terminates, no Mortgage lien may be placed on the
Common Area, nor may assessments be pledged as security for any loan, without the approval of
the Members representing at least a majority of the total Class "A" votes in the Association and
such other approval as the Declaration may require.
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3.23 Right To Contract.
The Association shall have the right to contract with any Person for the performance of
various duties and functions. This right shall include, without limitation, the right to enter into
common management, operational, or other agreements with trusts, condominiums, or
cooperatives and other owners or residents associations, within and outside of the Community.
3.24 Enforcement.
The Association may impose sanctions for any violation of the Governing Documents.
To the extent the Declaration specifically requires, the Board shall comply with the following
procedures prior to imposition of sanctions:
(a) Notice. The Board or its delegate shall serve the alleged violator with
written notice describing (i) the nature of the alleged violation; (ii) the proposed sanction to be
imposed; (iii) a period of not less than 15 days within which the alleged violator may present a
written request for a hearing to the Board; and (iv) a statement that the proposed sanction shall
be imposed as contained in the notice unless the alleged violator challenges the violation within
15 days of the notice. If a timely request for a hearing is not made, the sanction stated in the
notice shall be imposed; provided, the Board may suspend any proposed sanction if the
violation is cured, or if a diligent effort is made to cure, within the 15 -day period. Such
suspension shall not constitute a waiver of the right to sanction future violations of the same or
other provisions and rules by any Person.
(b) Hearing. If the alleged violator requests a hearing within the allotted I5-
day period, the hearing shall be held before the Board. The alleged violator shall be afforded a
reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof
of proper notice shall be placed in the minutes of the meeting Such proof shall be deemed
adequate if a copy of the notice, together with a statement of the date and manner of delivery, is
entered by the officer, director, or agent who delivered such notice. The notice requirement
shall be deemed satisfied if the alleged violator or its representative appears at the meeting. The
minutes of the meeting shall contain a written statement of the results of the hearing and the
sanction, if any, imposed.
(c) Additional Enforcement Rights. Notwithstanding anything to the contrary
in this Article, if permitted under the Declaration, the Board may elect to enforce any provision
of the Governing Documents by self -help (specifically including, but not limited to, towing
vehicles that violate parking rules) or, following compliance with the Declaration's dispute
resolution procedures, if applicable, by suit at law or in equity to enjoin any violation or to
recover monetary damages or both. In any such action, to the maximum extent permissible, the
Owner or occupant responsible for the violation of which abatement is sought shall pay all
costs, including reasonable attorneys' fees actually incurred.
3.25 Board Training Seminar
The Board may provide or provide for seminars and continuing educational opportunities
designed to educate and inform directors of their responsibilities as directors. Such programs
may include instruction on applicable Wyoming corporate and fiduciary law principles, other
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issues relating to administering the Community's affairs, and upholding and enforcing the
Governing Documents. The Board may retain industry professionals, which may include
property managers, attorneys, and accountants, as appropriate or necessary for such purpose.
The Board may require that each newly elected, and each re- elected director complete a training
seminar within the first six months of assuming the director position.
3.26 Board Standards.
In performing their duties, directors and officers shall act as fiduciaries and are subject to
insulation from liability as provided for directors of corporations by Wyoming law and as
otherwise provided by the Governing Documents. Directors shall exercise the ordinary and
reasonable care of directors of a corporation and shall have no personal liability for their
decisions as directors so long as they:
(a) act within the expressed or implied scope of the Governing Documents
and their actions are not ultra vices;
(b) affirmatively undertake to make decisions which are necessary for the
Association's continued and successful operation and, when decisions are made, they are made
on an informed basis;
(c) act on a disinterested basis, promptly disclosing any real or potential
conflict of interests (pecuniary or other) and avoiding participation in such decisions and
actions; and
(d) act in a non fraudulent manner and without reckless indifference to the
Association's affairs.
Unless the Governing Documents require that specific action be taken, the failure to take
such specific action shall not, without further showing that the Board acted in violation of the
above standards, be deemed a violation of a Board duty.
Board determinations of the meaning, scope, and application of Governing Document
provisions shall be upheld and enforced so long as such determinations are reasonable. The
Board shall exercise its power in a fair, nondiscriminatory manner and shall adhere to the
procedures established in the Governing Documents.
3.27 Conflicts of Interest; Code of Ethics.
Unless otherwise approved by a majority of the other directors, no Class "A" Director
may transact business with the Association or an Association contractor during his or her term as
director or within two years after the term expires. A director shall promptly disclose in writing
to the Board any actual or potential conflict of interest affecting the directors relative to his or
her performance as a director. A director's failure to make such disclosure shall be grounds for
removal by a majority vote of the other Board members. The Board may void any contract
which creates a prohibited conflict of interest.
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Notwithstanding the above, the directors appointed by the Class `B" Member may be
employed by or otherwise transact business with Declarant or any Declarant Affiliate, and
Declarant and its Affiliates may transact business with the Association and its contractors.
The initial Board shall create and adopt a written "Code of Ethics" applicable to all
directors and officers. The Code of Ethics shall incorporate the above standards and other
conduct rules it deems appropriate. At a minimum, the Code of Ethics shall require each officer
and director to conduct himself or herself in manner consistent with the Board Standards
described in Section 3.26. Each officer and director, as a pre- condition to service, shall
acknowledge and agree, in writing, to abide by the Code of Ethics. The Code of Ethics may not
be amended without the approval of the Members representing at least a majority of the total
Class "A" votes in the Association.
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4.1 Officers.
The Association's officers shall be a President, Vice President, Secretary, and Treasurer.
The officers may, but need not, be Board members, Owners, or residents of the Community. The
Board may appoint such other officers, including one or more Assistant Secretaries and one or
more Assistant Treasurers, as it shall deem desirable, such officers to have such authority and
perform such duties as the Board prescribes. Any two or more offices may be held by the same
person, except the offices of President and Secretary.
4.2 Election and Term of Office.
The Board shall elect the Association's officers at the first Board meeting following each
Association annual meeting. Officers shall serve until their successors are elected. Officers may
not hold the same office for more than two consecutive terms.
4.3 Removal and Vacancies.
Any officer may be removed by a vote of at least 2/3 of the directors. The Board shall
appoint a replacement to fill any vacancy in any office for the unexpired portion of the term.
4.4 Powers and Duties.
ARTICLE 4
OFFICERS
The Association's officers each shall have such powers and duties as generally pertain to
their respective offices, as well as such powers and duties as the Board may specifically confer
or impose. The President shall be the Association's chief executive officer. The Treasurer shall
supervise the preparation of the Association's budget, but shall delegate all or part of the
preparation and notification duties to a finance committee, management agent, or both. The
Secretary shall prepare or supervise the preparation of meeting minutes as required by Wyoming
law.
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11086961.1
4.5 Resignation.
Any officer may resign at any time by giving written notice to the Board, the President,
or the Secretary. Resignation shall take effect on the date of the receipt of such notice or at any
later time specified therein, and unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
4.6 Agreements, Contracts, Deeds, Leases, Checks, Etc.
All agreements, contracts, deeds, leases, checks, and other Association instruments shall
be executed by an officer, unless the Board provides otherwise, or by such other person or
persons as the Board may designate by resolution.
4.7 Compensation.
Compensation of officers shall be subject to the same limitations as compensation of
directors under Section 3.18.
6.1 Fiscal Year.
6.2 Parliamentary Rules.
ARTICLE 5
COMMITTEES
The Board may create such committees as it deems appropriate to perform such tasks and
to serve for such periods as the Board may designate by resolution. In an effort to encourage and
incorporate a broad base of Owner and resident participation in community governance, it shall
be the Association's policy that the Board create and delegate its responsibilities to committees
as reasonably appropriate.
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Committees shall exercise only such authority as granted by Board resolution, provided
the Board may, in the exercise of its reasonable discretion, elect not to follow a committee's
advice on any matter. Committees may not act without specific Board authority and may not
bind the Association contractually or financially. Committee members may serve no more than
two consecutive two -year terms on the same committee.
ARTICLE 6
MISCELLANEOUS
The Association's fiscal year shall be the calendar year unless otherwise established by
Board resolution.
Except as may be modified by Board resolution, Robert's Rules of Order (the then
current edition) shall govern the conduct of Association proceedings when not in conflict with
Wyoming law or the Governing Documents.
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11086961.1
6.3 Books and Records.
(a) Inspection by Members and Mortgagees. The Board shall make available
for inspection and copying by any holder, insurer, or guarantor of a first Mortgage on a Lot, any
Member or the duly appointed representative of any of the foregoing at any reasonable time and
for a purpose reasonably related to his or her interest in a Lot: the Governing Documents, the
membership register, books of account, and the minutes of meetings of the Members, the Board,
and committees. The Board shall provide for such inspection to take place at the Association's
office or at such other place within the Community as the Board shall designate.
(b) Rules for Inspection. The Board shall establish reasonable rules with
respect to (i) notice to be given to the custodian of the records; (ii) hours and days of the week
when such an inspection may be made; and (iii) payment of the cost of reproducing documents
requested.
Records shall be made available within 10 business days of the receipt of a written
request by an Owner or his or her authorized agent.
(c) Inspection by Directors. Every director shall have the absolute right at
any reasonable time to inspect all Association books, records, and documents and the physical
properties the Association owns or controls. The director's right of inspection includes the right
to make a copy of relevant documents at the Association's expense.
6.4 Notices.
6.5 Amendment.
18
Except as the Declaration or these Bylaws otherwise provide, all notices, demands, bills,
statements, or other communications under the Declaration or these Bylaws shall be in writing
and shall be deemed to have been duly given if delivered personally or if sent by United States
mail, first class postage prepaid:
(a) if to a Member, at the address which the Member has designated in
writing and filed with the Secretary or, if no such address has been designated, at the address of
the Lot of such Member;
(b) if to the Association, the Board, or the managing agent, at the principal
office of the Association or the managing agent or at such other address as shall be designated
by notice in writing to the Members pursuant to this Section; or
(c) if to any committee, at the principal address of the Association or at such
other address as shall be designated by notice in writing to the Members pursuant to this
Section.
(a) By Class `B" Member. During the Class `B" Control Period, the Class
"B" Member unilaterally may amend these Bylaws. Thereafter, the Class `B" Member
unilaterally may amend these Bylaws at any time and from time to time if such amendment is
necessary (i) to bring any provision into compliance with any applicable governmental statute,
sa00215
rule, or regulation, or judicial determination; (ii) to enable any reputable title insurance
company to issue title insurance coverage on the Lots; or (iii) to enable any institutional or
governmental lender, purchaser, insurer, or guarantor of mortgage loans, including, for example,
the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to
make, purchase, insure, or guarantee mortgage loans on the Lots. No amendment may adversely
affect the title to any Lot unless the Owner shall consent thereto in writing.
(b) By the Board. Except as provided above, these Bylaws may be amended
only by the affirmative vote or written consent of the Members representing at least 67% of the
Association's total Class "A" votes, and the consent of the Class `B" Member, if such exists.
Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall
not be less than the prescribed percentage of affirmative votes required for action to be taken
under that clause. The approval requirements set forth in the Declaration also shall be met, if
applicable.
(c) Validity and Effective Date of Amendments. Amendments to these
Bylaws shall become effective upon Recordation unless a later effective date is specified
therein. Any procedural challenge to an amendment must be made within six months of its
Recordation, or such amendment shall be presumed to have been validly adopted. In no event
shall a change of conditions or circumstances operate to amend any provisions of these Bylaws.
No amendment may remove, revoke, or modify any right or privilege of Declarant or the
Class `B" Member without the written consent of Declarant, the Class `B" Member, or the
assignee of such right or privilege.
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CERTIFICATION
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of The Meadows at Star Valley
Community Association, a Wyoming corporation:
That the foregoing Bylaws constitute the original Bylaws of the Association, as duly
adopted at a meeting of the Board of Directors thereof held on the day of 2010.
11086961.1
IN WITNESS WHEREOF, I am signing these Bylaws as of 2010.
Secretary
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