RESOLUTION OF THE THE WOODMOOR MOUNTAIN HOMEOWNERS ASSOCIATION (WMHOA) 1526 Mountain Ranch Road Larkspur, CO 80118

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1 RESOLUTION OF THE THE WOODMOOR MOUNTAIN HOMEOWNERS ASSOCIATION (WMHOA) 1526 Mountain Ranch Road Larkspur, CO Regarding, Procedures, Rules and Regulations to the recorded Declaration of Covenants, Conditions, and Restrictions of Woodmoor Mountain and the BYLAWS OF WOODMOOR MOUNTAIN HOMEOWNERS ASSOCIATION (Successor to Woodmoor Mountain Improvement Association) At the direction of the WMHOA Board of Directors the attached and this Resolution are submitted by Maximilian Bremer, WMHOA President Board of Directors approved the included on July 10, 2014 PURPOSE: To adopt a uniform procedure to be followed by the board and WMHOA members regarding items covered in this policy as they apply to the HOA Covenants, Bylaws,, Procedures, Rules, and Regulations. AUTHORITY: The Declaration, Articles of Incorporation, Covenants, Bylaws of the Woodmoor Mountain Homeowners Association and Colorado law, including, but not limited to, C. R. S EFFECTIVE DATE: August 1, 2014 RESOLUTION: Acting on the authority granted by the governing documents and the Colorado Common Interest Ownership Act, the Board of Directors of Woodmoor Mountain Homeowners Association (the Association ) has adopted the attached as policies (and/or rules) to address matters that are not specifically detailed in the governing documents, including procedures for the enforcement of those documents. The governing documents of the WMHOA (which are collectively referred to as the Governing Documents and/or as the Association Documents ) are: Declaration of Covenants, Conditions and Restrictions ( Declaration ) dated September 14, 1971, and recorded at Book 221, Page 839, of the Douglas County, Colorado real estate records; amendments thereto recorded December 28, 1976, at Reception No ( Amendment 1 ), December 8, 1993 at Reception No ( Amendment 2 ) and March 13, 1998, at Reception No ( Amendment 3 ) in said records; the Association By-Laws ( By-Laws ) recorded at Reception No of the same records; and the Rules and Regulations Parts I, II, III, IV, First Edition, 1996 ( Rules ) and amendment thereto dated March 11, 1996, and recorded March 13, 1998 at Reception No of said records; and the Declaration of Covenants, Bylaws recorded July 14, 2010 Instrument# and any policies, procedures, rules or regulations. The above-described Rules have been replaced by the as described below. August

2 All Owners and occupants shall comply with the Association Documents, which are incorporated herein by this reference. The Association s Board of Directors (the Board ) shall have the power to enforce the Association Documents and to amend these, Procedures, Rules, or Regulations from time to time. If any doubt or questions shall arise concerning the true intent or meaning of any of the Governing Documents, the Board shall determine the proper construction of the provision in question, and shall have authority to set forth in a written statement the meaning, effect and application of the provision. These determinations will thereafter be binding on all parties so long as that interpretation is not arbitrary or capricious, and they may be included as additional and may also be filed for record with the Clerk and Recorder of Douglas County. Technical irregularities or defects in any correspondence or notices, or other failure to strictly comply with the policies set forth in the attached shall not invalidate the proceedings or any fine or sanction imposed by the Board, unless that error directly and materially affects the rights of the Owners. These policies adopted by the Association shall be liberally construed to accomplish prompt, effective enforcement of the Association Documents. Index of, Procedures, Rules and Regulations: Policy A: Assessment Collection Policy B: Meetings Policy C: Board Member Code of Conduct Policy D: Procedure for Addressing Disputes Policy E: Covenant Enforcement Policy F: Financial Planning and Procedures Policy G: Records Policy H: Rulemaking Procedure Effective: August 1, 2014 Page 2

3 A.1 Assessment Collection Policy POLICY A Assessment Collection (a) Each owner (or Member ) in Woodmoor Mountain Filings I-IV, and the Parcels described in the recorded Declarations and amendments thereto, has a duty to pay assessments to Woodmoor Mountain Homeowners Association (the Association or the HOA ), and its board of directors (the Board ) has a duty to collect those assessments from all Members in the same manner. The Association cannot make exceptions from this duty which each Member owes to the Association and to their fellow Members. (1) A homeowner is defined as any Member with a Certificate of Occupancy from Douglas County for a residence on said property or as listed in the Douglas County Assessor s records as a residential property. Residence does not have to be occupied. (2) An owner is defined in the Covenants Article I Section 2 and Bylaws Article I Section 6 as the record owner, whether one or more persons or entities, of a fee simple title to any Lot or Parcel on Woodmoor Mountain. (b) Other assessments, dues, and fees (1) Anyone defined as an owner is required to pay assessments and dues. Trash fees must be paid by all homeowners as defined above. Trash fees cover each calendar year, but are billed in June for that calendar year and are delinquent July 1. (2) Members who are not homeowners may request from the Board to use trash services and will abide by the annual fees assessed for such services. Board will review request as needed. A.2 Due Date (a) The Association's Annual Common Expense Assessment shall be due and payable, in full, on January 1 of each year. The Association will post the current assessments on the website and will (but is not required to) send invoices or other statements for assessments to the Member s mailing address listed on the Douglas County Property Assessor s record. (b) Any annual assessment not postmarked by February 1 shall be considered past due and delinquent and will be charged a late fee that is set by the Board. Said late fee will be added monthly and owed to the association by the Member for each month such assessment is not paid. Effective: August 1, 2014 Page 3

4 (c) If an accounts manager is utilized to send billing invoices and keep records, additional fees and costs for subsequent billing services for any late payments will be added to the Member s invoice. (d) If the Member does not remit all owed monies within the allotted time, the Board may choose to turn said Member over to collections and/or legal to reclaim unpaid bills. Additional fees garnered from this act are the sole responsibility of the Member and may be added to the unpaid bills. A.3 Proof of Payments (a) Since the records of the HOA are kept in the ordinary course of business and the HOA relies upon same for the behalf of all owners, there is a presumption that those records are correct and that the assessment is valid if there is no written dispute received by the HOA within thirty (30) days after the mailing of a billing statement. (b) Members who wish to dispute the amount or the validity of any assessments charged to their property must submit a statement within thirty (30) days after the mailing of a billing statement that describes all disputed assessments, dues, fees, liens, etc. and can request information from (or request a hearing before) the Board, but must put that request in writing in accordance with this Section A.8. (c) If a dispute statement is delivered to the Board by February 1 the parties will work in good faith to resolve the dispute. (d) If the statement does not resolve the dispute, the Board may require the Member to furnish additional proof of those disputed. (e) All payments made to settle a dispute and ALL correspondence regarding payment disputes must be delivered/mailed to the Treasurer in accordance with Section A.8 below and must be supported by a dated receipt, signed by an officer or accounts manager of the Association. A.4 Member Responsibility (a) Members are responsible for contacting the Association or reviewing the website to determine the amount of the assessments for properties they own in the Association, and for making arrangements for the timely delivery of all payments to the Association. (b) Members must notify the Association of any change in their mailing address and contact information or status (such as sale or transfer of the property they own in the Association) within thirty (30) days of such a change to insure notification for WMHOA matters for said property. Effective: August 1, 2014 Page 4

5 (c) Checks containing a restrictive endorsement on the front of the check may be returned to the Member and the amount tendered shall be considered unpaid. A.5 Payment Priority (a) Regardless of inscriptions or notations on the front of the check, all payments shall be applied to outstanding balances in the following order of priority: (1) late charges; (2) interest; (3) attorney fees and costs; (4) returned check charges; (5) past-due Special Assessments (if any); (6) currently due Special Assessments (if any); and (7) unpaid assessments beginning with the oldest unpaid assessment. A.6 Returned Checks (a) The Association will impose an administrative fee (currently $25.00) not to exceed current bank fee at the bank of WMHOA record. (b) If notice is sent as provided in C.R.S and the total amount due as set forth in the notice is not paid within 15 days after such notice is given, the person issuing the check, draft or money order (and said Member) shall be liable to the Association for collection for three times the face amount of the check, but not less than $ A.7 Delinquent Assessments (a) The Association may send the Member notice of delinquency (and may charge for any notices sent to the Members in connection with such delinquent assessments), but the Members are responsible for ensuring that their payments are timely and fully made. (b) The Association may also, at its option, suspend Member s rights in the Association until all assessments and other sums are paid in full. In order to be a member in good standing for purposes of this Rule, the delinquent Member must make payment in full of all assessments and other sums, including sums which arise after the collection process or after the Member delivers a payment to the Association. The Association shall not be liable for any errors or omissions in any payment statement to the Member. (c) Pursuant to its governing documents, the Association may, but shall not be, required to proceed by filing litigation against any Member who has not paid his assessment, and without affecting that remedy may also file a lien against the delinquent property, which may be foreclosed as provided in those governing documents. Effective: August 1, 2014 Page 5

6 (e) At least 30 days before referral to collection the Association will send the Member a final notice of delinquency, which will specify the following: (i) the total amount due, with an accounting of how the total was determined; (ii) whether the opportunity to enter into a payment plan exists and instructions for contacting WMHOA to enter into such a payment plan in accordance with Section A.8 below; (iii) the name and contact information for the individual the owner may contact to request a copy of the unit owner s ledger in order to verify the amount of the debt; (iv) that action is required to cure the delinquency and that failure to do so within thirty days may result in the unit owner s delinquent account being turned over to a collection agency, a lawsuit being filed against the owner, the filing and foreclosure of a lien against the owner s property, or other remedies available under Colorado law; and (v) it may refer the owner to this policy and give the directions to the website for same. A.8 Settlement Procedure (a) C.R.S requires the HOA and its Members to deal with each other in good faith. As a result, any settlement of a delinquent or disputed account will require written approval by majority of the board. (b) Members who wish to be on a payment plan for unpaid assessments must understand that the Association is not able to act as a lender, and that any payment plan must be completed in a very short time, with sufficient monthly amounts to pay both the current assessments and any past arrearage. As a result, the terms of a payment plan proposal must be in writing as follows: (1) it must permit the Member to pay off the deficiency in equal installments over a period of six months, unless a longer time period is agreed to by the Board, in writing, for extraordinary circumstances. (2) it cannot prohibit the Association from pursuing legal action against a Member if the Member fails to comply with the terms of his or her payment plan; Effective: August 1, 2014 Page 6

7 (3) any failure to remit payment of an agreed-upon installment, or to remain current with regular assessments as they come due during the six-month period, shall constitute a failure to comply with terms of his or her payment plan, and (4) for purposes of this section, Assessments includes regular and special assessments and any associated fees, charges, late charges, attorney fees, fines, and interest. (c) As Written responses explain the reasons for disputes or transmit proposals more clearly and accurately than verbal communication. Therefore: (1) no verbal settlement or payment arrangements will be binding upon the Association until it is appropriately documented; (2) the Member s position (or proposal) must be described by the Member or someone writing on behalf of the Member; and (3) any agreement with or any relief granted to a Member or any waiver of any provision herein must be in writing, signed by the appropriate members of the Board, with a signed copy to the person or persons granted such relief. (d) Failure of the Association to require strict compliance with this Assessment Collection Policy shall not be deemed a waiver of the Association s right to require strict compliance and shall not be deemed a defense of nonpayment of assessment fees. (e) Nothing in this policy will prohibit WMHOA, or a holder or assignee of WMHOA s debt from pursuing legal action against an Owner if the Owner fails to comply with the terms of his or her payment plan. (f) WMHOA is not obligated to negotiate a payment plan with an Owner who has previously entered into a payment plan; and no payment plan is available if the Owner does not occupy the property, and has acquired the property as a result of: (1) a default of a security interest encumbering the property, or (2) foreclosure of the Association s lien. The Board shall have complete discretion as to payment plans, except otherwise required by Colorado statute. A.9 Collection Action (a) After a delinquent account has been referred to the Association s attorney, all communication with the delinquent Member shall be handled through the Association s attorney. Neither the manager, if any, nor any member of the Board of Directors shall discuss the collection of the account directly with a Member after it has been turned over to the Association s attorney unless the attorney is present or has consented to the contact. However, the Association has the option and right to continue to evaluate each delinquency on a case by case basis. Refer to Covenants IV.8 and Bylaws VI.2.c and X. (b) Once accounts are turned over to the Association s attorney, Members shall make payment to the Association at the address of the Association s attorney, and the Association shall be entitled to collect interest at the rate of 8% per annum, retroactive to the due date of such payments, as well as reasonable attorney fees, court costs, and all Effective: August 1, 2014 Page 7

8 other expenses of collection on said delinquent payment. The reasonable attorney fees incurred by the Association shall be due and payable from the delinquent Member on the date(s) such expense(s) are incurred by the Association. (c) Assignments of assessment liens against the delinquent property will not include the priority lien claim described in C.R.S (2)(b)(I) or any comparable provision of the governing documents (commonly known as the six month super lien amount ), in the event of a foreclosure against any Lot within the Association, because that amount will be paid by the individual(s) or entity who takes title to the Property at the conclusion of that foreclosure action, if the Association is owed at least that amount for assessments between the filing of and the end of that action. (d) The assessment lien may be foreclosed in the same manner as a mortgage or real property, and/or Any sums expended by the Association for repairs or other actions needed to preserve or protect any abandoned Lot within the Association during a foreclosure against said Lot shall be additional indebtedness secured by the priority lien claim described in C.R.S (2)(b)(I) in the manner as provided for assessment liens in the governing documents of the Association, if: (i) The balance of the assessments and charges secured by its lien equals or exceeds six months of common expense assessments based on a periodic budget adopted by the Association; and (ii) The Board has formally resolved, by a recorded vote, to authorize the filing of a legal action against the specific unit on an individual basis. (e) Any sums expended by the Association for repairs or other actions needed to preserve or protect any abandoned Lot within the Association during a foreclosure against said Lot shall be additional indebtedness secured by the priority lien claim described in C.R.S (2)(b)(I). This lien may be foreclosed upon in the manner as provided for assessment liens in the governing documents of the Association. A.10 Bankruptcy Procedure (a) The filing of a bankruptcy action does not end the HOA s right to collect assessments, because: (1) the HOA has an assessment lien claim for all past assessments; and (2) the Owner remains personally liable for all future assessments. (b) Based on the above, when the HOA learns that a bankruptcy action has been filed, the accounting for that Property shall thereafter be based upon the filing date of that Effective: August 1, 2014 Page 8

9 bankruptcy action (the Petition Date ), and the accounts manager should create two separate ledgers for the Property: (1) the first ledger (the Pre-Petition Ledger ) should show all assessments owed prior to the Petition Date; those assessments should not be written off because those assessments continue to be a lien against the property. In other words, even though the HOA may never be able to bring an action against the Member individually for this amount (if the Member obtains a discharge in the bankruptcy action), the HOA will be able to foreclose its lien against the Property for the full amount owed; and (2) the second ledger (the Post-Petition Ledger ) should be entirely new, the type of ledger that would be used if a new Member purchased the property, which will: i. show a zero ( 0.00 ) balance on the Petition Date; ii. include the monthly assessment for the month in which the bankruptcy was filed (prorated through the end of that month); iii. all future assessments, late charges, interest and attorney fees; and iv. it should refer to the Pre-Petition Ledger, in order to make certain that both ledgers are paid. (3) The above-described cross-reference in the second ledger can be a footnote (or other statement) which states: There is another account that shows unpaid assessments and related charges that accrued before bankruptcy, which are to be paid by the bankruptcy trustee and are still a lien against the property. This notation will protect the HOA because it will remind the HOA (and/or the manager) to report the combined amounts of both ledgers if the HOA is ever asked for a payoff figure in the event of a future sale or loan. (c) If the HOA sends monthly statements to its Members, the Post-Petition Ledger is the statement that should be sent to the Member: (1) if the Member fails to pay post-petition assessments, the HOA can pursue all the remedies described above, but will do so through its attorney; (2) if the Member makes any of the payments required by a Chapter 13 Plan, the HOA should receive monthly payments from both the debtor (for the Post-Petition Ledger) and from the bankruptcy trustee (for the Pre-Petition Ledger); (3) any payment from the bankruptcy trustee should be applied to the Pre-Petition Ledger, and payments from the Member will be applied to the Post-Petition Ledger described above; and Effective: August 1, 2014 Page 9

10 (4) if the Member abandons or surrenders the Property in the bankruptcy, or does not make arrangements to pay the arrearages shown on the Pre-Petition ledger, the Association should proceed in accordance with Section 9 of this policy. (d) If the Owner has physically abandoned Property that has been used as a residence, and has surrendered the Property as part of the bankruptcy action, but the Bank that holds the mortgage (or deed of trust) against the Property fails to file (or complete a foreclosure action), the Owner remains personally liable for the assessments that accrued after the bankruptcy was filed. However, in such a case, the Board has the option (but is not required) to take one or more of the following steps: (1) the HOA can offer to accept a deed in lieu of foreclosure from the Owner (but only by way of an agreement made through its counsel); (2) if the Owner furnishes said deed, the HOA would then either: i. advise the Bank that it intends to use the Property as a rental, but offer to transfer title to the Bank instead, if the Bank agrees to start paying assessments; and/or ii. offer to foreclose and transfer title to the Bank, if it pays all of the amounts owed to (as well as the cost incurred by) the Association. (3) if the Bank refuses the offer, the HOA can rent the Property until the Bank completes a foreclosure action. In that case: i. the leases can only be short term (eventually month-to-month), because there is no way to know when the Bank will foreclose; ii. the HOA gives up its claim against the former Owner; and iii. if the Bank ever completes a foreclosure, and it continues to delay paying the HOA after the foreclosure sale, until it has found a buyer, the HOA may thereafter assert a claim for unpaid assessments from the Bank that would start on the date that the Bank should have taken title. A.11 Certificate of Status of Assessments (a) The Association shall furnish to a Member or such Member s designee a written statement setting forth the amount of unpaid assessments currently levied against the Member s Lot upon written request, delivered personally or by certified mail, first-class postage prepaid, return receipt, to an officer of the Board or the Association s registered agent. The statement shall be delivered within 14 calendar days after actual receipt of the request. The fee for the statement shall be paid prior to the release of any information and be the higher of $50.00 or the Account Management Company s fee ($200) for such statements, unless the Owner s account has been turned over to the Association s attorney for collection purposes, in which case any statement for such delinquent Effective: August 1, 2014 Page 10

11 assessments shall be prepared by said attorney and shall include any attorney fees incurred in providing the statement. In either case, such fee shall become an assessment against that property. A.12 Substantial Compliance/ Questions of Construction (a) Technical irregularities or procedural defects with this Policy on Assessments/Collection shall not invalidate such action or be any defense to a consequence imposed by this Policy, which shall be liberally construed to accomplish prompt, effective enforcement of the Association's governing documents. If any doubt or questions shall arise concerning the true intent or meaning of any of the Policy on Assessments/Collection, the Board shall determine the proper construction of the provision in question, and shall set forth in a written statement the meaning, effect and application of the provision. These determinations will thereafter be binding on all parties so long as such determinations are not arbitrary or capricious. Effective: August 1, 2014 Page 11

12 B.1 Conducting Meetings POLICY B Meetings (a) The meetings of Woodmoor Mountain Homeowners Association (the Association ) shall be conducted in accordance with the governing documents of the Association, especially its Bylaws, and in accordance with the Colorado Common Interest Ownership Act and the Colorado Revised Nonprofit Corporation Act (the CCIOA ). (b) At all meetings, all Members are expected to maintain proper behavior and decorum. B.2 Member Participation at Board Meetings (a) All meetings of the Board of Directors, except the Executive Session, are open to attendance by any Member or any person designated in writing and presented to the Board prior to the meeting by that Member or the Member s Representative. (b) Any Member may suggest topics for Board meetings, but no agenda will be required unless requested by a Member. The Board shall designate the beginning of the meeting, prior to any vote by the Board, for Members or their representatives to speak on any matter, including those shown on the agenda. (c) After the designated time, only the Directors shall participate in any deliberation or discussion of the Board unless expressly authorized by a vote of a majority of the Board. (d) Members who wish to discuss a certain issue, complaint, or request shall submit such, in writing, at least five days prior to the Board meeting. The Board reserves the option to respond to any new business at the next Board meeting, in order to investigate and/or obtain advice to respond to the Member. B.3 Member Participation at Annual and Special Meetings of Members (a) The Board shall determine the agendas for the meetings, subject to any requirements in the Association's Governing Documents. If twenty-five percent (25%) of the Members in good standing wish to call a special meeting, they must submit such petition, in writing, at least thirty (30) days prior to the meeting in accordance with Article II, 2 of the Bylaws. (b) The President (or such other person as may be designated by the Board) shall preside over all meetings. (c) All issues that a Member wishes to discuss at the annual meeting shall be submitted to the Board in writing five days prior to the annual meeting. Effective: August 1, 2014 Page 12

13 (d) In any case where the nature of a motion and vote may be outside the Members authority, the Board reserves the right to determine whether a motion will be considered binding on the Association; or the Board may adjourn to obtain a recommendation whether to proceed; such determination may be made following consultation with legal counsel. B.4 Notice of Meetings (a) Board Meetings: Notice of Board Meetings shall be given in accordance with the Governing Documents of the Association. Actions can be taken without a meeting in cases where prompt action is required between scheduled board meetings if a Notice stating the action to be taken and the time by which a Board member must respond is transmitted in writing (which may include electronic communication) to each member of the Board (b) Members Meetings: Notice of Members Meetings shall also be given in accordance with the Governing Documents of the Association. The notice of any meeting must state the time and place of the meeting and significant items on the agenda B.5 Proxies (a) Votes allocated to a Member may be cast pursuant to a proxy duly executed by a Member in good standing, but only one vote for a single Lot or single Parcel. B.6 Voting (a) Only those Members of a Lot or Parcel who are in good standing are eligible to vote and only one vote is allowed per Lot or Parcel. If an election or vote is to be held, the Member will be given the appropriate number of ballots, unless the voting rights have been suspended, in which case Members shall not be given ballot. (b) Any ballot for the contested election of directors shall be a secret ballot. At the discretion of the Board or upon the request of ten percent of the Members who are present at the meeting or represented by proxy, if a quorum has been achieved, a vote on any matter affecting the Association on which all Members are entitled to vote shall be by secret ballot. If secret balloting is not required, the Association may indicate the number of proxies held on the ballot itself. (c) The Association Secretary shall be in charge of providing secret ballots, which protect the voters privacy, but also provide for the security of the election. Either the Association Secretary (unless said officer is a candidate), or the Managing Agent, or both, shall Effective: August 1, 2014 Page 13

14 constitute a neutral third party to count the ballots. If no neutral party is available, the ballots may be counted by a committee of volunteers, who shall be Members selected or appointed at an open meeting, in a fair manner, by the Chair of the Board or another person presiding during that portion of the meeting, provided however, that said volunteers shall not be Board members and, in the case of a contested election, shall not be candidates. (d) The results of a vote taken by secret ballot shall be reported without reference to the names, addresses, or other identifying information of Members participating in such vote. (e) As used in the Bylaws, the term "majority of Members" shall mean fifty-one percent (51%) of the combined votes cast by all Members present at a meeting containing a quorum. B.7 Executive Sessions (a) Meetings will be held in open session to the maximum extent possible. (b) The Association s Board may meet in executive closed sessions to discuss matters pertaining to employees, the managing agent s contract, consultation with legal counsel, investigative proceedings concerning possible or actual criminal misconduct, matters which are subject to specific constitution and statutory or judicially imposed requirements protecting the proceedings, any matter of disclosure which would constitute an unwarranted invasion of individual privacy, and a review and/or discussion relating to any written or oral communication from legal counsel. (c) The Board will take no final action in executive session, but it may give direction to legal counsel therein. Any proposed Rule or Regulation discussed during an executive session may only be validly adopted only during a regular or special meeting, or after the Board returns from its executive session. (d) The minutes of all meetings at which an executive session was held shall indicate that an executive session was held and the general subject matter of the executive session. The Board Members and other members shall preserve attorney-client privilege regarding consultation and communications from legal counsel. Effective: August 1, 2014 Page 14

15 POLICY C Board Member Code of Conduct The Board of Directors (the "Board") of Woodmoor Mountain Homeowners Association (the Association ) has adopted the following Code of Conduct and Ethics (the "Code ") for members of the Board and for members serving on committees of the Association (hereinafter collectively referred to as Directors ) for internal use only within the Association. The goal of this Code is to encourage rather than mandate behavior, and this Code is not intended to deal with every situation that may arise. The standards set forth herein shall only be enforced by the Board of Directors of the Association (the Board ). Nothing in this policy will create any right or cause of action for any Member of the Association, express or implied. Directors are encouraged to bring questions to the attention of the President, who may consult with outside legal counsel as appropriate. C.1 Standards of Conduct (a) Directors are required to maintain full compliance with all governing documents of the Association, and to maintain full payment of assessments throughout their term on the Board in order to maintain their position on the Board. (b) Directors may be reimbursed for out-of-pocket expenses incurred on behalf of the Association, provided that the Board approves the expenses in advance, and the party seeking reimbursement submits receipts. (c) No promise or representation that has not been approved by a majority of the Board can be made to any person, contractor, subcontractor or supplier. C.2 Communication (a) Directors may not represent the Board in written or verbal communications with members or other entities unless authorized by an affirmative vote of the majority of the Board. Directors will address each other and homeowners with respect, and in a spirit of neighborliness, whenever possible, even when in disagreement, using face to face conversation for informal matters, and phone calls, s, and letters for documentation for matters of record. (b) Directors will treat all members of the Association evenhandedly and without favoritism. Differences of opinion about policy or procedures among board members, or between Directors and owners, will be discussed rationally on their merits, in a timely and courteous manner, and with emphasis on resolving differences. (c) Nothing in this section will prohibit or limit enforcement of this policy by the Board, nor will it interfere with the duty to hold fair and open elections, where all candidates will have an equal opportunity to express their views about any candidate. Effective: August 1, 2014 Page 15

16 C.3 Duty to Use Good Business Judgment (a) Directors will endeavor to have a basic working knowledge of the Association s governing documents. (b) Directors will also endeavor to be aware of laws affecting the Association. (c) Directors shall represent the interests of the entire community in exercising their duties. All decisions made on behalf of the Association must be made with the best interests of the Association in mind. (d) Directors shall endeavor to secure facts before arriving at conclusions, and will endeavor to make policy decisions only after full discussion at publicly held Board meetings; and to make all decisions based on the available facts and independent judgment. C.4 Duty of Undivided Loyalty (a) Directors have a duty to act for the Association s benefit only and not for their personal benefit or the benefit of others. By assuming the office, the Directors acknowledge that the best interests of the Association must prevail over the Director s individual interest. (b) Directors will not use their position to enhance their financial or business position or undertakings; nor will any Director use their position to seek personal political advantage.. (c) Directors will share all relevant information with other Directors and will devote sufficient time and reasonable care to their decisions. Directors shall not ever willingly misrepresent facts to the owners and residents, either by withholding, distorting or fabricating information. (d) Directors who disagree with the Board as a whole have the right to voice their opinion, and to have their dissent reflected in the minutes of the meeting. However, once the Board has voted, it is each Director s duty to respect the authority of the Board by not undermining majority decisions or any enacted policy. C.5 Conflict of Interest The Board shall comply with all of Colorado s statutory provisions against conflicting interest transactions as found in the CCIOA and in the Colorado Revised Nonprofit Corporation Act. (a)reimbursement of actual expenses shall not be deemed a financial benefit for purposes of this policy; and transactions that are of a general benefit to a group of homeowners that includes one or more directors shall not be considered a conflicting interest transaction. (b) Each individual Director is obligated by law to disclose, in an open Board meeting, any existing conflict of interest prior to any discussion or action on that issue, and the Effective: August 1, 2014 Page 16

17 Director shall not vote on such issue. Such disclosure should be reflected in the minutes of the meeting or other written form. (c) (h) No loans shall be made by the Association to any director or officer. If any director or officer assents to or participates in the making of such a loan, he or she shall be liable to the Association for the amount such loan until repayment is made. C.6 Confidentiality (a) Directors will treat all information as confidential until there has been general public disclosure, or unless the information is part of the Association s records, or unless the information is a matter of public record (i.e., reported in the minutes) or common knowledge. (b) Directors shall maintain the confidentiality of information entrusted to them by the Association, and will not share highly sensitive, privileged or confidential information, and will respect the privacy of all owners, directors, committee members, employees and management professionals at all times, including after the Director s term is expired or terminated regarding any such knowledge learned during their term of office. C.7 Duty to enforce governing documents (a) Directors will enforce the Covenants as written. All actions of the Board will comply with the governing documents and the law, and Directors will only seek any desired changes to those governing documents through legal and ethical procedures. Directors will conduct reviews of governing documents to ensure legal compliance and to determine whether amendments are necessary. (b) Directors will enforce all rules (including architectural guidelines) uniformly, but only after seeking compliance on a voluntary basis. (c) Directors will allow residents to bring grievances before the Board, and will follow the Covenant Enforcement Procedures that give residents the opportunity to correct violations before imposing fines or other sanctions. C.8 Participation (a) Directors will endeavor to regularly attend scheduled meetings and to come prepared. Any individual Director who has missed three (3) consecutive meetings, without an Effective: August 1, 2014 Page 17

18 excuse for such absences (as accepted by the Board) shall automatically offer to resign his/her position on the Board and said position will be considered vacant. C.9 Actions for violations by board members (a) Complaints against any Director which allege conduct inconsistent with the foregoing provisions must be made in writing to the President of the Board. If the complaint is against the President, complaints will be submitted to the Vice-President. (b) The President (or Vice President) shall convene an executive meeting within thirty (30) days of receipt of a complaint to discuss the alleged activity with the complainant and the accused member. If any two Directors agree that sufficient information has been presented to identify another Director as having violated this code of conduct, the dispute will be submitted to due process. (c) As part of due process the Board shall attempt to gather all facts relevant to the alleged misconduct. Once the Board is satisfied that the information presented is sufficient to make a determination in the matter, the Board will excuse the complainant and the accused Director and decide (in executive session) what action, if any, may be appropriate to resolve the matter. Effective: August 1, 2014 Page 18

19 D.1 Dispute Resolution POLICY D Procedure for Addressing Disputes (a) The Woodmoor Mountain Homeowners Association (the Association ) hereby establishes procedures for addressing disputes arising between the Association and Lot or Parcel owners and between Lot or Parcel owners and other Lot or Parcel owners. (1) Purpose - The Association believes that the relationships in our community may be damaged whenever litigation is used in order to resolve disputes, and that the inherent problems in court proceedings make litigation a particularly inefficient means of resolving community disagreements. As a result, the Association has adopted this policy to encourage the use of alternative methods for resolving disputes. (2) Goal - In the event of any dispute between the Association and any Member and/or disputes between individual Members or Residents, if the situation does not involve unpaid assessments or an imminent threat to the peace, health, or safety of the community, the parties involved in the dispute are encouraged to attempt to resolve the dispute using the procedures set forth below in a timely manner prior to filing a complaint in court or otherwise initiating a legal proceeding. (3) Policy - If both parties to the dispute agree to attempt mediation, the dispute shall be mediated in accordance with the procedure described below. In cases where the dispute is between members of the Association and both Members agree, the Board may act as mediator. D.2 Procedure (a) Requesting Mediation - The Party wishing to resolve a dispute will provide each other Party to the dispute with a written Request describing: (1) a description of the dispute, including the date, time, location and persons involved; (2) a description of the requested action or proposal that would resolve the dispute; and (3) times and dates that the requesting Party would be available to meet with the other Party to determine how to resolve the dispute. (b) Negotiation - The Parties will make reasonable efforts to communicate directly with each other in an attempt to reach an agreement that serves the interests of all Parties. Effective: August 1, 2014 Page 19

20 D.3 Arbitration (a) If the Parties do not resolve the dispute through mediation, and at the acceptance of all parties, binding arbitration with a trained, neutral arbitrator who will decide the outcome of the dispute based on evidence and testimony provided by the Parties may be utilized. If both Parties agree to accept binding arbitration, the decision of the arbitrator will be final and binding on them to the fullest extent permitted under the laws of Colorado. Judgment may be enforced in any court having jurisdiction. (1) Selecting an Arbitrator - The Parties may mutually agree on an arbitrator within thirty (30) business days of the completion of mediation. Each Party will provide the other(s) with the name of at least three acceptable arbitrators. If the Parties cannot reach agreement on who to select as an arbitrator, an arbitrator shall be appointed by the mediator. The Parties will work with the arbitrator to establish the date(s) for the arbitration. The cost of arbitration will be shared equally among the Parties unless they agree otherwise. The arbitrator shall have authority to require one Party to pay all or a portion of the other Party s legal fees to the extent such an award is permissible under law. (2) Arbitration Award - The arbitrator shall provide the Parties with an award including findings of fact and conclusions. D.4 Failure to Mediate or Comply with Agreement or Award (a) If either Party refuses to mediate or the Parties resolve any dispute through mediation, or arbitration, and a Party fails to abide by the terms of the agreement or Award, the other Party may use legal proceedings to compel mediation or enforce the agreement or Award. Additionally, the Party taking action to compel mediation or enforce the agreement or Award shall, if that Party prevails, be entitled to recover from the other Party all costs incurred in compelling mediation or enforcing the agreement or Award, including without limitation, attorney fees and costs. D.5 Negotiations During Covenant Enforcement (a) In the event of any covenant enforcement matter, in addition to the use of mediation described above, the Member is invited and encouraged to meet with the Board of Directors of the Association (the Board ) to resolve the dispute informally and without the need for litigation. Effective: August 1, 2014 Page 20

21 POLICY E Covenant Enforcement This Rule shall apply to any alleged violation ( violation ) of the Declaration, the Articles of Incorporation, the Bylaws and the, Procedures, Rules and Regulations of the Woodmoor Mountain Homeowners Association, except and excluding non-payment of assessments or other sums, which is governed by Exhibit A of the policies of the Association. E.1 Complaints (a) Initial complaints of any violation may be presented to the Board in writing by any person before or at any meeting, and shall be investigated by an impartial decision maker (or IDM ) such as a/the Board of Director(s) or Accounts Manager who will not receive a greater benefit or detriment from the outcome of an investigation than the general membership of the Association. (b) Notification should include name, address, and phone number of the reporting party. Reports will be handled confidentially (within reason or unless disclosure is legally required), but the Board may require such information in order to validate any necessary legal actions. (c) The IDM shall, with direction from the Board, determine whether or not the complaint shows cause for further proceedings and is empowered to send all courtesy letters concerning reported violations and/or warnings of possible sanctions, fines and/or suspension of privileges, and/or issue a 'cease and desist' order, to the alleged rule violator. If the IDM is unable to convince the alleged rule violator that the offending practice should be ceased, then the IDM shall make a formal report to the Board. The Board shall not decide the validity of the complaint at such meeting, but rather shall notify the IDM and shall set the matter for hearing at a later date (the Notice. ) E.2 Notice and Scheduling Hearings (a) The Board, or its officers or agents, shall serve the Notice by personal delivery, or certified U.S. Mail, return receipt requested, to the Member, and a copy may be sent to the alleged violator (if the name has been furnished to the Association), such as a tenant, contractor, guest or family member of the Member (the owner of the property). The Notice shall be deemed received by the Member upon delivery confirmation. The Notice may be sent to the address of record (the address shown on the Deed) if the Member has failed to register a current mailing address. The Notice may also be sent to the complaining party. Effective: August 1, 2014 Page 21

22 (1) Examples of letters WMHOA may use: i. Letter 1 Alleged Violation - Courtesy Letter (See Letter 1; Appendix A) - This letter will include a description of the violation,, and the date the violation needs to be corrected by (corrective action due date). Should the Owner wish to respond, a written response to the Board should be received prior to the corrective action due date is encouraged. ii. Letter 2 Uncorrected Violation Violations Reminder: Reminder (See Letter 2; Appendix B) - If the violation remains uncorrected by the corrective action due date, a reminder will be sent and will quote specific violations and grant a thirty (30) day extension to facilitate correction of the violation unless the violation is egregious or poses a danger to the community in which case Letter 3 will be sent immediately in lieu of Letter 2. iii. Letter 3 Notice of Hearing Letter (See Letter 3; Appendix C) - If the Member has not resolved the violation referred to in Letters 1 & 2 (where appropriate), a date for a hearing shall be offered for the owner to respond or comply pursuant to option 3a or 3b. The hearing shall take place at the next regularly scheduled meeting of the Board of Directors,, unless the Notice indicates a time and place of the hearing, and the Notice may indicate any other information regarding the violation. (b) Impartial Decision Maker (IDM) - At the hearing, the Member has the right to have the matter heard by an IDM, such that any Director who would receive a greater benefit or detriment from the outcome of a hearing than the general membership of the Association will recuse themselves from acting as decision makers during any hearing. However, if that advisement is included in the Notice, the Member must furnish a written response describing the basis for asserting that any Directors would not be an IDM. (c) Any written statement from the Alleged Rule Violator must be received by the Board at least 24 hours before the hearing. Any notice personally delivered shall be deemed received on the date of delivery, and any notice mailed shall be deemed received on the fifth day following the date of mailing. If the Alleged Rule Violator plans to be represented by legal counsel, the Alleged Rule Violator must give the Board at least five (5) days prior written notice. If the time requirements set forth above conflict, the hearing may be re-scheduled to the next regularly scheduled meeting of the Board of Directors. Any hearing or request for hearing shall not stay the other enforcement procedures described below, unless otherwise directed by the Board of Directors. Effective: August 1, 2014 Page 22

23 E.3 Hearing (a) The primary purpose of hearings before the Board is to resolve covenant enforcement matters as early as possible, without the expense of litigation. As a result, any owner or alleged violator who appears at a hearing is encouraged to discuss resolution in lieu of or in addition to the hearing. If the Board believes that the owner/violator is acting in good faith and that there is a realistic chance of resolution, the Board may reschedule the hearing and attempt to use the remainder of the time that was originally scheduled for a hearing for the alternative dispute resolution described in Policy D. However, if at any time the Board, in its sole judgment, believes that delay will harm the interests of the Association, it may proceed with the hearing. (b) Hearings shall be conducted by Directors who are IDMs. As a result, any Directors who would receive a greater benefit or detriment from the outcome of a hearing than the general membership of the Association shall recuse themselves from acting as decision makers during any hearing. If disqualification of any Directors results in an even number of remaining Directors eligible to hear a case, the Presiding Officer may appoint an impartial Member in good standing to serve as a voting Director for that hearing. (c) At the hearing, the Board may consider any written or oral information produced by the Member, the alleged violator or other interested party. The Board may proceed with the hearing even if the Member fails to appear or refuses to participate or to submit information. Any participant may question any witnesses and examine any documents presented at the hearing. (d) After hearing any information, witnesses, or documents presented at the hearing, the Board's decision shall be made by majority vote from a quorum of the Directors. If requested by the Member, the Board will furnish a brief summary of the decision and the sanction, if any, which may be sent by regular mail to the Member and, if requested or the Board deems it necessary, to the alleged violator. The Board may also issue and record a Notice of Finding of Violation with the County Clerk and Recorder, and release same upon satisfactory compliance with the Governing Documents. Letter 4 Post Hearing and Fine Letter (See Letter 4; Appendix D) E.4 Extent of Violations (a) Any violation that is not resolved post the hearing process and is continuous for more than thirty (30) days may be considered a separate violation for which the maximum fine may be imposed (See Letter 4; Appendix D). Effective: August 1, 2014 Page 23