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BYLAWS
OF THE
ASSOCIATION OF WHISPERING BLUFFS UNIT OWNERS, INC.
ARTICLE I
NAME AND OBJECT OF_CORPORATION
1. Name.
This Corporation shall be known as ASSOCIATION OF WHISPERING BLUFFS UNIT
OWNERS. INC., hereinafter called the “Association”.
2. Object.
The object of the Association is to provide for its members an entity to
manage, operate and serve the needs of the property dedicated as the WHISPERING
BLUFFS CONDOMINIUMS in Lincoln County, New Mexico and generally to provide for
the mutual assistance, enjoyment, entertainment and improvement of at members.
ARTICLE II
MEMBERSHIP
1. Membership.
The member of the Association shall consist of all of the records owners of
the apartment units in the Whispering Bluffs Condominium Project situated in Ruidoso,
2. Transferability
of Member. The membership of any member in the Association or in its funds
and assets cannot be assigned, hypothecated or transferred in any manner except
as an appurtenance to his apartment, and shall be established by recording in
the public records of Lincoln County, New Mexico, of a deed or other instrument
establishing record title to an apartment unit in the aforesaid project, and
the delivery to the Association of a certified copy of such instrument. The
record owners designated by such instrument shall thereby become a member of
the Association, and the membership of the prior owner shall be automatically
terminated.
3. Voting
Rights. Each member shall have, and be entitled to cast, a number of votes
as shown on Exhibit “C attached to the Declaration on file in the Office of the
Lincoln County Clerk pertaining to the Whispering Bluffs Condominium Project,
and to which these By-Laws are an exhibit. Where there is more than one record
unit owner of the real property, any or all of such persons may attend any
meeting of the members, but it shall be necessary for those present to act
unanimously in order to cast the votes to which they are entitled. Any
designation of an agent to act for such persons must be signed by all such
record owners, and must be filed with the Board of Directors three days prior
to a meeting. The designation of an agent to act for such persons shall be
valid for a period of eleven months from its execution unless otherwise expressly
set forth. Any designation of an agent to act for a member may be revoked by
such member at any time by written notice to the Board of Directors, and shall
be deemed automatically revoked when the Board of Directors receives actual
notice of the death or judicially declared incompetency or insolvency of a
member or of a conveyance by such member of the real property entitling such
member to membership in the Association.
In the
event that a notice of default is recorded by any mortgagee ho holds a mortgage
which is a first lien upon the apartment of a member, then and in that event,
and until the default is cured, the right of a member to vote shall be
transferred to the mortgagee recording a notice of default with the Board of
Directors.
The voting
rights of any member who has failed to pay any maintenance fees, assessments or
other sums due the Association levied by the Association shall be suspended
upon a delinquency existing for a term exceeding 45 days from the date of
billing. Restoration of voting rights shall occur upon payment of all
maintenance fees, assessments and other sums due the Association in lull to the
date of payment.
ARTICLE III
GOVERNMENT
1. Board
of Directors. The general management of the affairs of the Association shall
be vested in the Board of Directors who shall be not less than three in number.
2. Initial
Board of Directors. The initial Board of Directors shall serve for 36
months from 9-20-82. Any of those Directors may be removed by a two-thirds vote
of the remaining Directors, and any vacancy on the Board of Directors shall be
filled by the remaining Directors.
3. E1ection
Board of Directors. At the end of three years from date the members shall
elect from among themselves a Board of Directors in accordance with these
By-Laws.
ARTICLE IV
MEETINGS
I. Annual
Meeting of Members. There shall be a meeting of the members each
year in the month of June at such reasonable place as designated by written
notice Q4 the Board of Directors.
Notice of the annual meeting shall be delivered to the Unit Owners not less
than fourteen (14) days prior to the, date fixed for said meeting, and shall be
deemed delivered if posted in the U.S. Post Office on the fourteenth day prior
to said meeting. At the annual meeting, the Board of Directors shall deliver to
the Unit Owners a summary of the Common Expenses, itemizing receipts and
disbursements for the preceding calendar year, the allocation thereof to each
unit, and the estimated Common Expenses for the coming calendar year. Within
ten (10) days after the annual meeting, Said statement shall he delivered to the Unit Owners not present at said meeting.
2. Specicia1
meetings. Special meetings of the members may be called at such reasonable
place as designated in the written notice at any time for the purpose of
considering matters which, by the terms of these By—Laws, require the approval
of all or some of the members, or for any other reasonable purpose. Said
meetings shall be called by written notice, signed by a majority of the Board
of Directors, or by the members having one—third of the total votes, and
delivered not lees than ten (10) days prior to the date fixed for said meeting.
Said notices shall specify the purpose, the date, time and place of the
meeting.
3. Meetinqs
- Quorum. The presence, in person or by proxy, at any meeting of the
members having a majority of the total eligible votes shall constitute a
quorum. In the event a quorum is not present at any meeting, the members present,
though less than a quorum, may adjourn the meeting to a later date and give
notice thereof to all the members in accordance with the provisions of these
By-Laws, and at that meeting the presence of members holding in excess of
thirty percent (30%) of the total votes shall constitute a quorum for the
transaction of business; but in the event a quorum is not present at that
meeting, the members present, though less than a quorum, may give notice to all
the members in accordance with these By-Laws of an adjourned meeting, and, at
that meeting, whatever members are present shall constitute a quorum. Un1ess
otherwise expressly provided in these By-Laws, any action may be taken at any
meeting of the members upon the affirmative vote of a majority of the members
present, provided that a quorum is present as provided for above.
4. Order
of Business. The order of business at all meetings of the members shall be
as follows:
(a) Roll
call;
(b) Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(d) Reports of officers;
(e) Report of Management Committee;
(f) Reports of Committees;
(g) Election of inspectors of election (when so required);
(h) Election of Members of the Board of Directors (when so required);
(i) Unfinished business;
(j) New business.
5. Election
of Directors. The Directors of the Association shall be elected at the
annual meeting of the members. Each active member shall be entitled to exercise
the vote in accordance with the By-Laws aforesaid. A candidate receiving a
majority of the votes cast shall be declared elected.
6. Classes
of Directors. Following the
expiration of the 1nital Board of Director’s terms, the Directors shall be
divided into classes. The number of Directors shall be such that at the first
annual meeting, one-third thereof shall be elected to serve for a one-year
term, and one-third thereof for two years, and one-third thereof for three
years. Then upon the expiration of the term of each class of Directors, the new
Directors shall be elected for a full three years.
7. Election
of Officers. The Board of Directors shall elect from among their number a
President, a Vice-President, a Secretary and a Treasurer. The meeting of the
Board of Directors to elect officers shall be held immediately following the
annual meeting of members. Officers elected shall hold office until new
officers are elected.
8. Management
Committee. There shall be a Management Committee, which shall be the Board
of Directors, and action by a majority of the Committee shall be deemed to be
the action of the whole Committee.
9. Resignation
and Removal. Save and excepting for the Initial
Board of Directors, any elected Director may resign at any time by giving
notice to the President. Any Director may be removed by a majority vote of the
members at a meeting called for said purpose.
10. Powers
and Duties of the Board. The Board of Directors, acting at the Management
Committee shall exclusively exercise all of the duties, rights, powers and
authority given to it by the Building Unit Ownership Act of the State of New
Mexico, the Declaration pertaining to the Whispering Bluffs Condominiums, the
Articles of incorporation of the Association of Whispering Bluffs Unit Owners,
Inc., and these By-Laws.
11. Compensation
of Directors. No Director shall be paid any compensation for services as a
Director, but reimbursement may be made to any Director for the expenses
incurred in attending any meeting of the Board other than the annual meetings
of the members or special meetings of the members; nonetheless, a Manager, who
may be a Director, shall be paid compensation for acting as such.
12. Employment
of Manager. The Board of Directors may employ a Manager to carry out the
directives of the Board, acting as a Board or as the Management Committee. The
compensation of such Manager shall be fixed by the Board of Directors. Any
owners who, in the opinion of the Board, utilize the services of the manager
excessively will be charged an additional sum in addition to the common charges
and assessments.
13. Regular
Meetings. Regular meetings of the Beard of Directors may be held at such
time and place as shall be determined from time to time by a majority of the
Directors. At any regular meeting of the Board of Directors, a meeting of the Management Committee shall
occur. Notice of the regular meetings of the Board of Directors shall be given
to each member by mail or telegram at least three business days prior to the
day named for such meeting.
14. Special
Meetings. Special meetings of the Board of Directors may be called by any
member of the Board of Directors or three business days’ notice to each member
of the Board given by mail or telegram, which notice shall state the time,
place and purpose of the meeting.
ARTICLE V
WAIVER OF NOTICE
Any member
or Director may at any time waive notice of any meeting in writing, and such
Waiver shall be deemed equivalent to the giving of notice. Attendance at any
meeting shall constitute a waiver of notice of such meeting, unless the purpose
of any person’s attendance at such meeting is the objection to the calling of
such meeting. Any objection to the calling of a meeting must be stated at the
commencement f the meeting, prior to undertaking any business.
ARTICLE VI
DUTIES OF OFFICERS
1. President.
The President shall preside at all meetings of the Association and of the Board of Directors and
Management Committee, and shall appoint such Committees as he or the
Association consider expedient or necessary.
2. Vice
President. In the absence of the President,
the Vice President shall perform his duties, and, in the absence of both
the President and Vice President, the Treasurer shall preside and assume the
duties of the President.
3.
Secretary, The Secretary shall keep the minutes of all meetings of the
Association and of the Board of Directors, and shall if requested read Such
minutes at the close of each meeting for approval, and mail out notices of all
meetings of the Association or the Board of Directors. The Secretary shall keep
accurate account and collect all fees, dues, charges and assessments due from
members, and shall be responsible for keeping of the minute book in which
resolutions of the membership and the Board of Director shall be recorded. In
the absence of the Secretary, the Vice-President may perform the offices of the
Secretary.
4. Treasurer.
The Treasurer shall have charge of all receipts and monies of the
Association, deposit them in the name of the Association in a bank approved by
the Board of Directors, disburse funds as ordered or authorized by the Board of
Directors, and keep regular accounts of his receipts and disbursements and
submit his records when requested, giving an itemized statement at regular
meetings of the Association. In the absence of the Treasurer, the President may
perform the offices of the Treasurer.
5. Execution
of Instruments. The President and the Secretary or the Treasurer, upon
being directed by the Board, shall sign all leases, contracts or other instruments
in writing. Provided, however, the signature of only one officer is required
for a formal Notice of Assessment or release thereof.
6. Resignation,
Removal and Vacancy. Any officer may resign as an officer, provided that he
likewise resigns from his position as a Director. Following nomination of a new
Director, such Director shall fill the vacancy created by the resignation
and/or removal of any officer.
ARTICLE VII
DETERMINATION OF COMMON EXPENSES AND
FIXING OF COMMON CHARGES
1. Within
thirty (30) days prior to the beginning of each calendar year, the Management
Committee shall prepare a budget for the Association and determine the amount
of the Common Expenses of the condominium, all as more fully set forth in
Section 21 of the Declaration filed herewith.
2. Audit.
Within thirty (30) days of the close of each fiscal year. The Board of
Directors shall engage an independent certified public accountant to perform a
“review” of the previous year’s bookkeeping records. The “review” shall be as
that term is understood in accounting and need not be a full “audit”.
3. Obligation
of Members. All members shall be obligated to pay the common charges
assessed by the Management Committee in equal monthly installments on or before
the first day of each month during such year, or in such other reasonable
manner as the Management Committee shall designate.
ARTICLE VIII
RULES OF CONDUCT
Ru1e and regulations concerning the use of the Apartments and
the Common Areas may be promulgated and amended by the Management Committee. A
majority vote of the Association at a meeting may overrule the Management
Committee. Copies of such rules and regulations shall be furnished by the
Management Committee to each member prior to the time the same shall become effective.
The initial rules and regulations, which shell be effective as designated by the Management Committee, are
set forth in Section 9 of the Declaration annexed hereto.
No unit shall be established as a “timeshare” unit as that term is defined from
time to time in New Mexico Statutes Annotated without the vote of two-thirds
(2/3) of the members present at any meeting held to consider such a decision.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended or modified from time to time by
action or approval of a majority of the members present in person or by proxy
at any meeting, but no amendment, change or modification may be made which
would conflict or be inconsistent with the Declaration, the Articles of
Incorporation, or the Building Unit Ownership Act of the State of New Mexico.
The manner required for amendments hereto shall be that set forth for amendment
to the Declaration. Amendments shall be filed for record in the Office of the
Clerk and Ex-officio Recorder of Lincoln County, New Mexico, and in the office
of the State Corporation Commission of the State of
ARTICLE X
COMPLIANCE AND SEVERABILITY
These By-Laws are set forth to comply
with the requirements of the Building Unit Ownership Act of the State of
ARTICLE XI
RENTAL PROGRAM
In the
event any members desire to rent their respective Apartments, on a basis not
inconsistent with the Declaration or these By-Laws, they may appoint the
Association as their agent for the rental of such Apartment, and the Association, through it Management Committee
or Manager, if any, shall rent such Apartment according to the terms of such appointment
and the administrative rules and regulations promulgated and adopted by the
Association for such rental procedure. In the event of such rental and the
collection of rent therefore by the Association or its Manager, the monies
collected for the member shall be at
all times subject to any assessments for their pro rata share f all of the
Common Expenses as defined in the Declaration.
WITNESS our
hands and seals this 12th day of November 1966, but effective
September 20, 1982.
ASSOCITION OF WHISPERING
BLUFFS UNIT OWNERS. INC.
By; ___________________________
Rex Anderson, President
SUPPLEMENT TO THE BYLAWS
STATE OF
KNOWN BY ALL MEN PRESENT THAT:
THIS SUPPLEMENT TO THE BYLAWS, is made and executed this the
27th day of June, 1992, by the Association of Whispering Bluffs Unit Owners,
mc, a New Mexico non-profit corporation
duly authorized to do business in the State of New Mexico, hereinafter called “Association”,
pursuant to the provisions of the New Mexico Building Ownership Act (Section
47-7-1 to 47-7-8, N.M.S.A. 1978, and as amended from time to time), and
pursuant to the Bylaws of record as hereinafter specified.
WITHESSETH:
WHEREAS, Association, heretofore, on the
11th day of May, 1982, filed for record in the Office of the County Clerk and
Ex-Officio Recorder of Lincoln County, New Mexico, a certain instrument
entitled “Declaration of Covenants” in which Bylaws are found in Book 78, at
Pages 1063 to 1098, both inclusive, of the Miscellaneous Records of said
county; and
WHEREAS, at the annual meeting of the unit
owner’s duty convened, on June 27, 1992 and held at Carrizo Lodge Condominiums,
the record owner holding a quorum at said meeting did elect to add to the
Bylaws and to cause this Supplemental Bylaw to be executed and recorded.
NOW, THEREFORE, the Association does, upon
the recording hereof, establish this Supplemental Bylaw whereby the Association
shall be held, hypothecated, encumbered, leased, rented, used, occupied and
improved, with said conditions to run with the land and be a burden and benefit
thereto and to the Association, its successors, and assigns, and any person
acquiring or owning an interest in the real property and improvements, their
grantees, successors, heirs, executors, administrators, devisees and assigns.
A.
Except as expressly modified herein, the Bylaws first herein
above referred to, in force or as amended, are hereby adopted, ratified and
confirmed as though filly set forth herein.
ARTICLE XII
Special Definitions to Designate “Primary insurance Responsibility”
Definitions. Notwithstanding all other
provisions hereof, the following definitions shall designate “Primary Insurance
Responsibility” for property loss to “Buildings-Common Areas, and Individual
Condominium Units”.
BUILDINGS-COMMON AREAS: Primary Property
Insurance Responsibility is designated to the Association, and their Insurer(s)
for:
Any portions of the Buildings that comprise exterior surfaces including roof structures. Also included are sub-floors, foundations, pipes, ducts, flues, chutes, conduit, wires, and other utility installations leading to interior outlets. Also included are perimeter walls and exterior load-bearing walls, columns, or girders. Also included are exterior fixtures, or other property on the exterior premises of the eight principal building structures that service the common or mutual interest of the Association.
INDIVIDUAL CONDOMINIUM UNITS: Primary Property Insurance
Responsibility is designated to the Individual Condominium Unit Owner(s), and
their Insurer(s) for:
Any interior portions of the buildings, not owned in common
with the other Unit Owners in the Association, with boundary lines including
the interior surfaces of perimeter walls, and load-bearing walls, floors and
ceilings. Also included are interior wall partitions, doors, door frames,
windows, glass, and associated trim. Also included is any item of interior
construction and any fixtures, equipment, or appliances, whether they be
interior or exterior, which are designed and intended for the benefit of, and
to serve exclusively, the individual condominium unit.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this the 27th day of June, 1992. WHISPERING BLUFF ASSOCIATION OF UNIT OWNERS, INC.
Beth Cravens, Secretary
STATE OF
The foregoing instrument was acknowledged before me this the
27th day of June, 1992 by Bill Morris, President of the Association of
Whispering Bluffs Unit Owners, Inc., a non-profit New Mexico Corporation, duly
authorized to do business in the State of New Mexico, for an on behalf of said
Association.