5.1 General Powers and Duties of Board: The Board of Directors (sometimes referred to as the "Board") shall have the duty to manage and supervise the affairs of the Association and shall have all powers necessary or desirable to permit it to do so. Without limiting the generality of the foregoing, the Board of Directors shall have the power to exercise or cause to be exercised for the Association, all of the powers, rights and authority of the Association not reserved to the Owners in the Declaration, the Articles of Incorporation, these Bylaws, the Colorado Nonprofit Corporation Act, or the Colorado Common Interest Ownership Act.
Further, the Board of Directors may delegate any portion of its authority to an executive committee or an officer, executive manager or director for the Association.
5.2 Special Powers and Duties of Board: Without limiting the foregoing statement of general powers and duties of the Board of Directors or the powers and duties of the Board of Directors as set forth in the Declaration, the Board of Directors of the Association shall be vested with and responsible for the specific powers and duties set forth in Section 4.12 of the Declaration.
5.3 Qualifications of Directors: A director appointed by the Declarant in accordance with the provisions of Section 5.5 of these Bylaws may be any natural person and need not be an Owner of a Lot. A Director elected or appointed after the Period of Declarant Control shall be a natural person who is an Owner of a Lot or a natural person who is one of several persons constituting the Owner of a Lot. A Director may be reelected and there shall be no limit on the number of terms a Director may serve.
5.4 Number of Directors: The number of Directors of the Association shall be three (3), and no decrease in number shall have the effect of shortening the term of any incumbent director.
5.5 Appointment Election and Term of Office: Notwithstanding any other provision contained herein:
(a) During the period of Declarant Control, all Directors shall be appointees of the Declarant. All Directors appointed by the Declarant shall be subject to removal at any time and from time to time, by the Declarant, in its sole and absolute discretion.
(b) Not later than sixty (60) days after conveyance of 25% of the Lots that may be created to Owners other than Declarant, at least one Member and not less than 25% of the Members of the Board must be elected by other than the Declarant. Not later than sixty (60) days after conveyance of 50% of the Lots that may be created to Owners other than Declarant, not less than 33.3% of the (continued next page)
BCIOS13.96
6
|