Bylaw Amendment Proposal #2: The Board recognizes that certain changes during the last year were necessary due to the pandemic. We notified the membership of these changes and we believe everyone understood and accepted the necessity of the changes.
However, the Unit’s Bylaws are silent as to the authority of the Board to act in such a situation.
The addition of the following Force Majeure clause to the Bylaws will give the Board the authority and flexibility to adapt to unforeseen events such as the current pandemic.
The Board recommends the members of the Company approve this bylaw amendment, which adds the following amendment to Article II of the Bylaws:
ARTICLE II – Affiliation, Jurisdiction, and Force Majeure
Section 2.3 Force Majeure:
In no event shall the Board of Directors or any Director individually be responsible or liable for any failure or delay in fulfilling or performing their obligations under these bylaws when and to the extent such failure or delay, directly or indirectly, results from acts beyond their control, including, but not limited to, the following force majeure events (“Force Majeure Events”):
(a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic;
(c) government order or law; (d) action by any governmental authority;
(e) national or regional emergency; and (f) shortage of adequate power or transportation facilities.
The Board of Directors shall give Notice of the Force Majeure Event to the members of Colorado West Unit 364, and make reasonable efforts to deal with the effects of such Force Majeure Event.