BYLAWS OF
UPPER LITTLE WARM SPRINGS ASSOCIATION
A Wyoming Nonprofit Mutual Benefit Corporation
effective January 20, 2024
The following bylaws are adopted pursuant to the Articles of Incorporation of Upper Little Warm Springs Association, a nonprofit mutual benefit corporation organized under the Wyoming Nonprofit Corporation Act (the “Association”), and the Reservations and Restrictive Covenants to Upper Little Warm Spring Creek Subdivision, recorded in the office of the Fremont County Clerk, including all amendments thereto (the “Covenants”). Terms used but not defined herein shall have the meaning set forth in the Covenants.
ARTICLE I: OFFICES
Section 1.01 - Offices. The principal office of the Association shall be located at such place within the State of Wyoming as shall be fixed from time to time by the Board of Directors (the “Board”). The Association may have other offices within and without the State of Wyoming as the Board may from time to time determine or the business of the Association may require.
ARTICLE II: PURPOSE
Section 2.01 - Purpose. The purpose of the Association is to engage in any lawful activity for which a nonprofit corporation may be organized under the Wyoming Nonprofit Corporation Act (the “Act”).
ARTICLE III: MEMBERS
Section 3.01 - Membership. Excluding the Association and the Upper Warm Springs Water District, each owner of one or more Lots subject to the Covenants shall be a Member of the Association. Membership shall be appurtenant to, and not be separated from, ownership of any Lot which is subject to the Covenants.
Section 3.02 - Class of Membership. The Association shall have one (1) class of Members.
Section 3.03 - Annual Meetings. The annual meeting of the Members shall be held at a time and place fixed by the Board in the month of October of each year, at which meeting the Members shall elect the directors and transact such other business as may come before the Members.
Section 3.04 - Special Meetings. Special meetings of the Members shall be held whenever called by resolution of the Board or as otherwise required by the Act. The Secretary, upon receiving such written demand shall promptly give notice of such meeting as provided in Section 3.06, or if the Secretary fails to do so within thirty (30) days thereafter, any Member signing such demand may set the time and place of the meeting and give such notice.
Section 3.05 - Place of Meetings. Member meetings may be held at any place within the State of Wyoming that is designated in the notice of meeting.
Section 3.06 - Notice of Meetings. Written notice of the place, date, and time of any Member meeting where Members are required or permitted to take action shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at such meeting. Such notice shall be given not less than ten (10) days nor more than sixty (60) days before the meeting date. Such Notice shall be given by mail addressed to each Member entitled to notice at such Member’s mailing address as it appears in the records of the Fremont County Assessor’s Office. Such mailed notice shall be deemed effective when received or when deposited in the U.S. mail with first-class postage prepaid, whichever occurs earlier. Such notice shall include a description of any matter or matter(s) required to be described in the notice by the Act.
Section 3.07 - Waiver of Notice. Notice of any meeting need not be given to any Member who, either before or after the meeting, delivers a written and signed waiver of notice to the Association. A Member’s attendance at a meeting: 1) waives any objection to lack of notice or defective notice unless the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and 2) waives any objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice as required by the Act, unless the Member objects to considering the matter when presented. Any Member so waiving shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.
Section 3.08 - Quorum and Manner of Acting. Unless otherwise required by law, at all Member meetings, thirty-five percent (35%) of the Members entitled to vote who are present in person or by proxy shall constitute a quorum for the transaction of business. The act of a majority of the votes entitled to be cast at a meeting at which a quorum is present shall be the act of the Members, unless the act of a greater number is required by law or by these bylaws.
Section 3.09 - Voting. Each Member shall be entitled to one vote for each Lot owned on each matter to be voted on. If a Lot is owned by more than one Member, the single vote for such Lot shall be exercised as the Members owning such Lot determine amongst themselves. In no event shall more than one vote be cast with respect to any Lot, and no vote shall be registered unless any co-owning Members of a Lot unanimously consent thereto. If a Member owns more than one Lot, such Member shall be entitled to one vote for each Lot owned. For purposes of these bylaws, Lot means a subdivided and platted section of real property located within the Upper Little Warm Spring Creek Subdivision that has a lot number as recorded in the records of Fremont County.
Section 3.10 - Proxies. Any Member entitled to vote at a Member meeting may appoint another person or persons to act for such Member by proxy. Every proxy must be in writing and signed by the Member. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy; provided however that no proxy shall be valid for more than three (3) years from its date of execution.
Section 3.11 - Adjournment of Meeting. In the absence of a quorum, any Member meeting may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted. No meeting may be adjourned for more than thirty (30) days. If a Member meeting is adjourned, notice need not be given of the new date, time, or place if such information is announced at the meeting before adjournment. At the adjourned meeting, the Association may transact any business which might have been transacted at the original meeting.
Section 3.12 - No Action Without a Meeting. All Member actions required or permitted by the Act must be taken at meeting of the Members. No Member action may be taken without a meeting of the Members.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.01 - General Powers. Subject to applicable law and in accordance with the Association’s Articles of Incorporation, the Covenants, and these Bylaws, the activities and affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, the Covenants, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Association. All such procedures shall be made available to the Members in writing or electronically.
Section 4.02 - Number. The Board shall consist of five (5) or more individuals, the number thereof to be determined from time to time by resolution of the Board, but in no event to be less than five (5).
Section 4.03 - Qualifications. All Directors shall be individuals and shall own at least one Lot within the Upper Little Warm Springs Creek subdivision. No two Directors may be co-owners of any Lot. Additionally, no two Directors may be related by marriage or blood. For purposes of this section marriage relations include spouse, son or daughter-in-law, mother or father-in-law, and stepchildren. For purposes of this section blood relations include mother, father, brother, sister, son, daughter, grandmother, or grandfather.
Section 4.04 - Election and Term of Office. The Directors shall be elected by the Members at the annual meeting of the Members. Each Director shall hold office for a period of two (2) years and serve until his or her successor is duly elected and qualified.
Section 4.05 - Vacancies. If any vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, such vacancy shall be filled by the affirmative votes of a majority of the Directors of the Board as of the time of such vote, even if less than a quorum. A Director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the Director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such Director's death, resignation, or removal.
Section 4.06 - Resignation. A Director may resign at any time by delivering signed written notice to the Board, its presiding officer, or the President or Secretary.
Section 4.07 - Removal. The Members may remove any Director, with or without cause, by the affirmative vote of a majority of the votes entitled to be cast at a meeting at which a quorum is present. A Director may be removed by the Members only at a special meeting called for such purpose. The notice of such meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.
Section 4.08 - Regular Meetings. Regular meetings of the Board may be held without notice at such times and places as may be fixed by Board resolution.
Section 4.09 - Special Meetings. Special meetings of the Board may be held at any time upon the call of the President or any two (2) Directors on at least two (2) days’ notice to each Director of the date, time, and place of the meeting. Such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such Director at such Director's address as it appears on the records of the Association, facsimile, email, or other means of electronic transmission.
Section 4.10 - Waiver of Notice. Whenever notice to Directors of a Board meeting is required by applicable law, the Articles of Incorporation, or these bylaws, such notice need not be given to any Director who, either before or after the meeting, delivers a written and signed waiver of notice to the Association. A Director’s attendance at a meeting waives any objection to lack of notice or defective notice unless the Director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and thereafter does not vote for or assent to the objected to action.
Section 4.11 - Quorum and Action of the Board. A quorum of the Board consists of a majority of the Directors in office immediately before the meeting begins or, if any vacancy is filled during such meeting, a majority of the Directors in office following a vote to fill such vacancy, but in no event fewer than the greater of one-third (⅓) of the number of Directors in office or two (2) Directors. If a quorum is present when a vote is taken, the affirmative vote of the majority of Directors present is the act of the Board unless, applicable law, the Articles of Incorporation, or these bylaws require the vote of a greater number of Directors. Each Director shall be entitled to one vote on each matter to be voted on.
Section 4.12 - Meeting by Remote Communication. Board meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a Director in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 4.13 - Adjournment of Meeting. A majority of the Directors present at any meeting of the Board, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. No meeting may be adjourned for more than thirty (30) days. If a Board meeting is adjourned, notice need not be given of the new date, time, or place if such information is announced at the meeting before adjournment. At the adjourned meeting, the Board may transact any business which might have been transacted at the original meeting.
Section 4.14 - Action Without a Meeting. Any action required or permitted by law to be taken at a Board meeting may be taken without a meeting if the action is taken by all Directors and evidenced by one (1) or more written consents describing the action taken and signed by each Directors. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a different effective date.
Section 4.15 - Compensation. The Association shall not pay compensation to Directors for services rendered to the Association in their capacity as Directors, except that Directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Association. A Director may receive reasonable compensation for the performance of services provided to the Association in any capacity separate from their responsibilities as a Director when so authorized by a majority of the Directors then in office and in accordance with the Association’s Conflict of Interest Policy.
ARTICLE V: COMMITTEES
Section 5.01 - Architectural Control Committee. Pursuant to the Covenants, there shall be an Architectural Control Committee (the “ACC”) composed of the Officers and Directors of the Association, unless the Members change the membership of the ACC as provided by the Covenants, applicable law, the Articles of Incorporation, and these bylaws. The ACC, shall have and may exercise the powers and authority of the Board to the extent provided in the Covenants.
Section 5.02 - Committees of the Board. In addition to the ACC, the Board may by resolution designate one or more committees of the Board, each committee to consist of at least two (2) of the Directors of the Association who shall be appointed by the Board and serve at the pleasure of the Board. Any such committee shall have and may exercise all the powers and authority of the Board to the extent permitted by the resolution establishing the committee, provided that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or Officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Association; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The appointment of any such committee and the delegation of authority shall not operate to relieve the Board of any responsibility imposed upon it by law.
Section 5.03 - Advisory Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by the Board. Except as otherwise provided in the resolution, the President of the Association shall appoint the members of such committees. Appointments to such committees may, but need not be, Directors. Any member may be removed, with or without cause, by the persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by the removal. Such committees serve as advisors to and at the pleasure of the Board, with the Board retaining full authority to accept or reject their recommendations for any reason or no reason.
Section 5.04 - Quorum and Action by Committee. Unless the Covenants, applicable law, the Articles of Incorporation, these bylaws or applicable Board resolution provide otherwise, at all meetings of a committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.
Section 5.05 - Committee Rules and Procedures. Unless the Covenants, applicable law, the Articles of Incorporation, these by-laws or applicable Board resolution provide otherwise, each committee designated by the Board may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article IV.
Section 5.06 - Action Without Meeting. Unless the Covenants, applicable law, the Articles of Incorporation, these bylaws or applicable Board resolution provide otherwise, any action required or permitted to be taken at any committee meeting may be taken without a meeting if all members of the committee consent thereto as evidenced by one (1) or more written consents describing the action taken and signed by each committee member. Action taken by written consent is effective when the last committee member signs the consent, unless the consent specifies a different effective date.
Section 5.07 - Remote Meetings. Committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a member of a committee in a meeting pursuant to this Section shall constitute presence in person at such meeting.
ARTICLE VI: OFFICERS
Section 6.01 - Officers. The Officers shall include a president, vice-president, secretary, treasurer and other such officers as may be elected pursuant to this article. When necessary due to vacancies, refusal of a Director to accept an Officer role, or other good cause determined by the Board, the same individual may simultaneously hold more than one (1) office in the Association.
Section 6.02 - Election and Term. The Officers of the Association shall be elected by the Board and serve at the pleasure of the Board. Each officer of the Association shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation, or removal. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the officer's successor is elected and shall have qualified or until such officer's earlier death, resignation, or removal.
Section 6.03 - Removal. Any officer elected by the Board may be removed by the Board at any time, with or without cause, by the majority vote of the members of the Board then in office.
Section 6.04 - Resignation. Any officer of the Association may resign at any time by giving written notice of their resignation to the president or the secretary. Any such resignation shall take effect at the time specified there in or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.05 - Vacancies. Should any vacancy occur among the officers, the position shall be filled by election by the Board. The President may appoint an interim acting officer Until the Board fills the vacancy by election.
Section 6.06 - President. The President shall be the chief executive office of the Association and shall in general supervise and control all of the business and affairs of the Association on behalf of the Board and the Members. He or she shall preside at all meetings of the Board. He or she may sign, alone or with the Secretary or any other proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and in general, he or she shall perform all duties incident to the office of President and such other duties as may be assigned by a majority vote of the Board.
Section 6.07 - Vice-President. In the absence of the President or in the event of the President's inability or refusal to act, and upon the consent of the majority of Directors, the Vice-President shall perform the duties of the President. When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned by the President or by the Board.
Section 6.08 - Treasurer. The Treasurer shall have charge and custody of–and be responsible for–all funds and securities of the Association; receive and give receipts for money due and payable to the Association from any source, and deposit all such money in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or by the Board.
Section 6.09 - Secretary. The Secretary shall keep the Minutes of the meetings of the Board; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address and email address of each Member which shall be furnished to the Secretary by that Member; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors. All minutes of meetings of the Board of Directors shall be signed by the Secretary and at least one other officer after simple majority approval of the Board.
ARTICLE VII: ASSESSMENTS
Section 7.01 - Assessments. The Association shall have the power to levy road maintenance assessments as set forth in the Covenants, the amount of which shall be established by the ACC on an annual basis in an amount sufficient to satisfy the reasonable budgeted expenses of the Association for the coming year, divided among the Members according to Lot ownership. Any Member who fails to pay the Annual association assessment within thirty (30) days of the due date shall be subject to suspension pursuant to the procedures described in Article VIII and the Association may pursue all available legal remedies to collect past due assessments.
ARTICLE VIII: SUSPENSION
Section 8.01 - Suspension. For good cause, including failure to pay annual assessments when due, the Association may suspend an Owner’s Membership in the Association and the rights attendant thereto. At least fifteen (15) days prior to the effective date of such suspension, the Association shall provide written notice of the suspension and the reasons therefor to the Member. Such notice may be personally delivered to the Member or mailed to the last known address of the Member by first-class mail, return receipt requested, addressed to the Member at such Member’s mailing address as it appears in the records of the Fremont County Assessor’s Office. The Member may thereafter contest the suspension by providing the Board, in writing and at least five (5) days prior to the effective date of suspension, any statements, documentation, or other written evidence explaining why the suspension should not occur.
ARTICLE IX: EXECUTION OF INSTRUMENTS; DEPOSITS
Section 9.01 - Contracts. The Board may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 9.02 - Checks, Notes, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association for an amount of $250 or more, shall be signed by those officers or agents of the Association and in a manner as shall be determined by resolution of the Board. In the absence of this determination by the Board, the instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the Association.
Section 9.03 - Deposits. All funds of the Association shall be deposited to the credit of the Association in the banks, trust companies, or other depositories as the Board may select.
Section 9.04 The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the specific purpose(s) specified by the giver for the benefit of the Association.
ARTICLE X: INDEMNIFICATION AND INSURANCE
Section 10.01 - Indemnification. The Association shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, every Director or Officer, his heirs, executors and administrators, against all loss, costs and expenses, including attorneys’ fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or Officer of the Association, except as to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. The foregoing rights shall not be exclusive of other rights to which such director or officer may be entitled.
Section 10.02 - Insurance. The Association may purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent.
Section 10.03 - Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE XI: GENERAL PROVISIONS
Section 11.01 - Seal. The seal of the Association shall be in such form as shall be approve by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board.
Section 11.02 - Fiscal Year. The fiscal year of the Association shall begin on the first day of July and end on the last day of June of the following calendar year.
Section 11.03 - Books and Records. The Association shall maintain the records required by the Act in the manner required by the Act. Members may inspect records as provided by the Act.
Section 11.04 - Conflict with Covenants, Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to the Covenants, any applicable law, and the Articles of Incorporation. Whenever these Bylaws may conflict with the Covenants, any applicable law, or the Articles of Incorporation, such conflict shall be resolved in favor of the such Covenants, law or the Articles of Incorporation.
Section 11.05 - Governing Law. These Bylaws, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Wyoming, and specifically the Act.
Section 11.06 - Severability. If any provision of these Bylaws or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of the Bylaws and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
ARTICLE XII: AMENDMENTS TO BYLAWS
Section 12.01 - Amendments to Bylaws. Any alteration, amendment, repeal, or replacement of these bylaws to be adopted must be approved by the Members by two-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less. If the proposed alteration, amendment, repeal, or replacement is to be approved at a meeting of the Members, the Association shall give notice of the meeting in writing in accordance with Section 3.06. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed alteration, amendment, repeal, or replacement and contain or be accompanied by a copy or summary of such. If the proposed alteration, amendment, repeal, or replacement is to be approved by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
ARTICLE XIII: NON-DISCRIMINATION
Section 13.01 - Non-Discrimination. In all of its dealings, neither the Association nor its duly authorized agents shall discriminate against any individual or group on the basis of race, religion, sex, sexual orientation, age, national origin, disability, or any other category protected by state or federal law.
These Bylaws were proposed for adoption on January 20, 2024 by a vote during the Annual Meeting of Members where 68 out of 99 votes were cast in favor of adopting these Bylaws. The YES votes cast exceeds the 2/3 vote requirement for adoption and therefore these Bylaws were ratified by the Members.