Lakeside at Pole Creek By-Laws

 By-Laws

1.

AMENDED AND RESTATED BY-LAWS OF
LAKESIDE AT POLE CREEK TOWNHOMES

GENERAL

1.1

Purpose of By-Laws. These By-Laws are adopted for the regulation and management of the affairs of Lakeside at Pole Creek Townhomes (“Association”). The Association has been organized as a Colorado corporation under the Colorado Nonprofit Corporation Act to be and constitutes the Association under the Declaration of Covenants, Conditions, and Restrictions for Lakeside at Pole Creek Townhomes (“Declaration”). The Declaration relates to real property in the County of Grand, State of Colorado, which is subject to the Declaration (the “Property”).

Terms Defined in the Declaration. Terms used in these By- Laws which are defined in the Declaration shall have the same meaning and definition as in the Declaration.

Controlling Laws and Instruments. These By-Laws are controlled by and shall always be consistent with the provisions of the Colorado Nonprofit Corporation Act, the Declaration and the Articles of Incorporation of the Association filed with the Secretary of State of the State of Colorado, as any of the foregoing may be amended from time to time.

OFFICES.

  1. 2.1  Principal Office. The Board of Directors, in its discretion, may fix and may change, from time to time, the location of the principal office of the Association. The initial principal office shall be 129 East Byers Avenue, Hot Sulphur Springs, Colorado 80451.

  2. 2.2  Registered Office and Agent. The Colorado Nonprofit Corporation Act requires that the Association have and

1.2

1.3

2.

continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with such registered office. The registered office need not be the same as the principal office of the Association. The initial registered office and the initial registered agent are specified in the Articles of Incorporation of the Association but may be changed by the Board of Directors of the Association at any time, without amendment to the Articles of Incorporation, by filing a statement as specified by law in the Office of the Secretary of State of Colorado.

3. MEMBERS.

  1. 3.1  Members. A “Member,” as defined in the Declaration, is the Person, or if more than one, all Persons collectively, who constitute the Owner of a Site.

  2. 3.2  Memberships Appurtenant to Sites. Each Membership shall be appurtenant to the fee simple title to a Site. The Person or Persons who constitute the Owner of fee simple title to a Site shall automatically be the holder of the Membership appurtenant to that Site and the Membership shall automatically pass with fee simple title to the site.

  3. 3.3  Voting Rights of Members. There shall be one class of voting membership. The rights of the Members are set forth in the Articles of Incorporation for the Association and the Declaration. Except as specifically provided otherwise under the Declaration, the Articles of Incorporation or these By- Laws, all matters to be decided upon by the Members shall be voted on by the Members voting together as a single class. The members shall be all Owners. The Members shall be entitled to one (1) vote for each Site which he or it owns within the Property.

  4. 3.4  Voting by Joint Owners. If there is more than one person who constitutes the Owner of a Site, each such Person shall be entitled to attend any meeting of Members, but the voting power attributable to the Site shall not be increased. In all cases in which more than one Person constitutes the Owner of

a Site, including instances in which a Site is owned by a husband and wife, then, unless written notice to the contrary, signed by any one of such Persons, is given to the Board of Directors of the Association prior to the meeting, only one such Person shall be entitled to cast, in person or by proxy, the vote attributable to the Site. If, however, more than one Person constituting such Owner attends a meeting in person or by proxy, and seeks to cast the vote attributable to the Site, then the act of those Persons owning a majority in interest in such a Site shall be entitled to cast the vote attributable to such Site.

  1. 3.5  Resolution of Voting Disputes. In the event of any dispute as to the entitlement of any member to vote or as to the results of any vote of Members, the Board of Directors of the Association shall act as arbitrators and the decision of a disinterested majority of the Board of Directors shall, when rendered in writing, be final and binding as an arbitration award and may be acted upon in accordance with the Colorado Uniform Arbitration Act of 1975, as the same may be amended. No dispute as to the entitlement of any Member to vote shall postpone or delay any vote for which a meeting of Members has been duly called pursuant to the provisions of these By-Laws and a quorum is present.

  2. 3.6  Suspension of Voting Rights. The Board of Directors may suspend the voting rights of a Member during and for up to sixty (60) days following any breach by such Member of any provision of the Declaration or of any Rule or Regulation adopted by the Association.

  3. 3.7  Transfer of Membership on Association Books. Transfers of Membership shall be made on the books of the Association only upon presentation of evidence, satisfactory to the Association, of the transfer of ownership of the Site to which the Membership is appurtenant. Prior to presentation of such evidence, the Association may treat the previous owner of the Membership as the owner of the Membership entitled to all rights in connection therewith, including the rights to vote and to receive notice.

4. MEETINGS OF MEMBERS.

  1. 4.1  Place of Members’ Meetings. Meetings of Members shall be held at the principal office of the Association or at such other place as may be fixed by the Board of Directors and specified in the notice of the meeting.

  2. 4.2  Annual Meetings of Members. Annual meetings of the Members shall be held in November of each year beginning in 2007 on such day in November and at such time of day as is fixed by the Board of Directors and specified in the notice of meeting. The annual meetings shall be held to transact such business as may properly come before the meeting.

  3. 4.3  Special Meetings of Members. Special meetings of the Members may be called by the Board of Directors of the Association or by Members holding not less than 25% of the total votes of all Members. No business shall be transacted at a special meeting of Members except as indicated in the notice thereof.

  4. 4.4  Record Date. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or in order to make a determination of such Members for any other proper purpose, the Board of Directors of the Association may fix, in advance, a date as the record date for any such determination of Members. The record date shall be not more than fifty (50) days prior to the meeting of Members or the event requiring a determination of Members.

  5. 4.5  Notice of Members’ Meetings. Written notice stating the place, day and hour of any meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary of the Association or the Officers or persons calling the meeting, to each Member entitled to vote at such meeting. The notice of an annual meeting shall identify any matter which it is known may come before the meeting including, but not limited to, the general nature of any proposed amendment to the Declaration or By-

Laws and any proposal to remove an officer or member of the Board of Directors. The notice of a special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid. Such notice may be posted in a conspicuous place in the Property, such as on a notice board, and such notice shall be deemed to be delivered to any member upon such posting if such Member has not furnished an address for mailing of notice to the Association.

  1. 4.6  Proxies. A Member entitled to vote may vote in person or by proxy executed in writing, including facsimile or email, by the Member or his duly authorized attorney-in-fact and filed with the Chairman of the meeting prior to the time the proxy is exercised. Any proxy may be revocable by attendance of a Member in person at a meeting or by revocation in writing filed with the Chairman of the meeting prior to the time the proxy is exercised. A proxy shall automatically cease upon the conveyance by a Member of the Site of the Member and the transfer of the Membership on the books of the Association. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy and no proxy shall be valid in any event for more than three years after its date of execution. Any form of proxy furnished or solicited by the Association and any form of written ballot furnished by the Association shall afford as opportunity thereon for Members to specify a choice between approval and disapproval of each matter or group of related matters which is known at the time the form of proxy or written ballot is prepared, may come before the meeting and shall provide, subject to reasonably specified conditions, that if a Member specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.

  2. 4.7  Quorum at Members’ Meetings. Except as may be otherwise provided in the Declaration, the Articles of Incorporation or these By-Laws, and except as hereinafter provided with respect to the calling of another meeting, the presence, in

person or by proxy, of Members entitled to cast at least 20% of the votes of all Members shall constitute a quorum at any meeting of such Members. Members present in person or by proxy at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of Members so as to leave less than a quorum. If the required quorum is not present in person or by proxy at any such meeting of Members, another meeting may be called, subject to the notice requirements hereinabove specified, and the presence, in person or by proxy, of Members entitled to cast at least 10 percent (10%) of the votes of all Members, shall, except as may be otherwise provided in the Declaration, the Articles of Incorporation or these By-Laws, constitute a quorum at such meeting.

  1. 4.8  Adjournments of Members’ Meetings. Members present in person or by proxy at any meeting may adjourn the meeting from time to time, whether or not a quorum shall be present in person or by proxy, without notice other than announcement at the meeting, for a total period or periods of not to exceed thirty (30) days after the date set for the original meeting. At any adjourned meeting which is held without notice other than announcement at the meeting, the quorum requirement shall not be reduced or changed, but if the originally required quorum is present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally called.

  2. 4.9  Vote Required at Members’ Meetings. At any meeting, if a quorum is present, a majority of the votes present in person or by proxy and entitled to be cast on a matter shall be necessary for the adoption of the matter, unless a greater proportion is required by law, the Declaration, the Articles of Incorporation or these By-Laws.

4.10 Order of Business. The order of business at any meeting of Members shall be as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) the conducting of the business for

which the meeting was called; and (e) the conducting of any other business.

4.11 Officers of Meetings. At any meeting, the then sitting Board of Directors shall select a Chairman and Secretary of the meeting.

4.12 Expenses of Meetings. The Association shall bear the expenses of all annual meetings of Members and of special meetings of Members.

4.13Waiver of Notice. A waiver of notice of any meeting of Members, signed by a Member, whether before or after the meeting, shall be equivalent to the giving of notice of the meeting to such Member. Attendance of a Member at a meeting, either in person or by proxy, shall constitute waiver of notice of such meeting except when the Member attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

4.14Action of Members Without a Meeting. Any action required to be taken or which may be taken at a meeting of Members may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof.

5. BOARD OF DIRECTORS.

5.1 General Powers of the Board. The Board of Directors shall have the power to manage and supervise the affairs of the Association and shall have all powers necessary or desirable to permit it to do so. Without limiting the generality of the foregoing, the Board of Directors shall have the power to exercise or cause to be exercised for the Association, all of the powers, rights and authority of the Association, not reserved to Members, and provided in the Declaration, the Articles of Incorporation, these By-Laws or the Colorado Nonprofit Corporation Act.

5.2 Special Powers of the Board. Without limiting the foregoing statement of general powers of the Board of Directors or the powers of the Board of Directors as set forth in the Declaration, the Board of Directors of the Association shall be vested with and responsible for the following specific powers:

  1. (a)  Assessments. The power to fix and levy from time to time as it deems necessary Common Assessments, Supplemental Common Assessments, Special Assessments, and Reimbursement Assessments upon the Members of the Association as provided in the Declaration; to determine and fix the due date for the payment of such Assessments and the date upon which the same shall become delinquent; and to enforce the payment of such delinquent assessments as provided in the Declaration.

  2. (b)  Taxes. The power to pay all taxes and assessments levied upon the Common Areas and other Association Properties and all taxes and assessments payable by the Association. The Board of Directors shall also have the power to contest any such taxes or assessments in accordance with the provisions contained in the Declaration.

  3. (c)  Insurance. The power to contract and pay premiums for fire and casualty and blanket liability and other insurance in accordance with the provisions of the Declaration.

  4. (d)  Association Property. The power to contract for and pay bills for maintenance, legal service, accounting service, gardening, common utilities and other materials, supplies and services relating to the Common Areas and other Association Properties, and to employ personnel necessary for the care and operation of the Common Areas and other Association Properties, and to contract and pay for necessary improvements on the Common Areas and other Association Properties.

  5. (e)  Agents and Employees. The power to select, appoint, and remove all officers, agents, and employees of the Association and to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation, the Declaration and These By-Laws; and to

fix their compensation and to require from them security

for faithful service as deemed advisable by the Board.

  1. (f)  Borrowing. The power, with the approval of Members

    representing at least sixty-seven percent (67%) of the voting power of the Association, to borrow money and to incur indebtedness for the purposes of the Association, and to cause to be executed and delivered therefore, in the Association’s name, promissory notes, bonds, debentures, mortgages, pledges, hypothecations or other evidences of debt and security therefore.

  2. (g)  Enforcement. The power to enforce the provisions of the Declaration, the Rules and Regulations, these By-Laws or other agreements of the Association.

  3. (h)  Delegation of Powers. The power to delegate its powers according to law.

  4. (i)  Easements. The power to grant easements where necessary for utilities and other facilities and purposes over the Common Areas and other Association Properties as set forth in the Declaration.

  5. (j)  Rules and Regulations. The power to adopt such Rules and Regulations as the Board may deem necessary for the management of the Property. Such Rules and Regulations may concern, without limitation, use of the Common Areas, signs, parking restrictions; collection and disposal of refuse; minimum standards of property maintenance consistent with the Declaration and the Design Standards and other requirements of the Design Review Committee; and any other matters within the jurisdiction of the Association as provided in the Declaration and Articles of Incorporation; provided, however, that such Rules and Regulations shall be enforceable only to the extent that they are consistent with the Declaration, the Articles and these By-Laws.

5.3 Qualifications of Directors. All Directors shall be a natural person who is the Owner of a Site within the Property or a duly authorized representative of an Owner which is not a natural person. A Director may be reelected and there shall be no limit on the number of terms a Director may serve.

  1. 5.4  Number of Directors. The initial number of Directors of the Association shall be five. The number of Directors may be increased in accordance with these By-Laws provided that the number of Directors shall not be less than five and no decrease in number shall have the effect of shortening the term of any incumbent Director.

  2. 5.5  Removal of Directors. At any meeting of the Members, the notice of which indicates such a purpose, and Director may be removed, with or without cause, by vote of two-thirds (2/3) of the Members and a successor may be elected by the vote of a majority of the Members present at such meeting to fill the vacancy thus created.

  3. 5.6  Resignation of Directors. Any Director may resign at any time by giving written notice to the President, to the Secretary or to the Board of Directors stating the effective date of such resignation. Acceptance of such resignation shall not be necessary to make the resignation effective.

  4. 5.7  Vacancies in Directors. Any vacancy occurring in the Board of Directors shall, unless filled in accordance with Section 5.6 or by election at a special meeting of Members, be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. At least 10 days prior to filling a vacancy, the Board shall notify all Members of the vacancy and solicit indications of interest in serving on the Board. A Director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. A Directorship to be filled by reason of an increase in the number of Directors shall be filled only by vote of the Members.

6. MEETINGS OF DIRECTORS

  1. 6.1  Place of Directors’ Meetings. Meetings of the Board of Directors shall be held at the principal office of the Association or at such other place as may be fixed by the Board of Directors and specified in the notice of the meeting.

  2. 6.2  Annual Meeting of Directors. Annual meetings of the Board of Directors shall be held on the same date as, or within ten (10) days following, the annual meeting of Members. The business to be conducted at the annual meeting of Directors shall consist of the appointment by the Directors of officers of the Association and the transaction of such other business as may properly come before the meeting. No prior notice of the annual meeting of the Board of Directors shall be necessary if the meeting is held on the same day and at the same place as the annual meeting of Members at which the Board of Directors is elected or if the time and place of the annual meeting of the Board of Directors is announced at the annual meeting of such Members.

  3. 6.3  Other Regular Meetings of Directors. The Board of Directors shall hold regular meetings at least quarterly and may, by resolution, establish in advance the times and places for such regular meetings. No prior notice of any regular meetings need be given after establishment of the times and places thereof by such resolution.

  4. 6.4  Special Meetings of Directors. Special meetings of the Board of Directors may be called by the President or any two members of the Board of Directors.

  5. 6.5  Notice of Directors’ Meetings. In case of all meetings of Directors for which notice is required, notice stating the place, day and hour of the meeting shall be delivered not less than three nor more than fifty (50) days before the date of the meeting, by mail, email, telephone or personally, by or at the direction of the persons calling the meeting, to each member of the Board of Directors. If mailed, such notice shall be

deemed to be delivered at 5:00 p.m. on the second business day after it is deposited in the mail addressed to the Director at his home or business address as either appears on the records of the Association, with postage thereon prepaid. If by telephone, such notice shall be deemed to be delivered when given by telephone to the Director or to any person answering the phone who sounds competent and mature at this home or business phone number as either appears on the records of the Association. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

  1. 6.6  Proxies. A Director shall not be entitled to vote by proxy at any meeting of Directors.

  2. 6.7  Quorum of Directors. A majority of the number of Directors fixed in these By-Laws shall constitute a quorum for the transaction of business.

  3. 6.8  Adjournment of Directors’ Meetings. Directors present at any meeting of Directors may adjourn the meeting from time to time, whether or not a quorum shall be present, without notice other than an announcement at the meeting, for a total period or periods not to exceed thirty (30) days after the date set for the original meeting. At any adjourned meeting which is held without notice other than announcement at the meeting, the quorum requirement shall not be reduced or changed, but if the originally required quorum is present any business may be transacted which may have been transacted at the meeting originally called.

  4. 6.9  Vote Required at Directors’ Meetings. At any meeting of Directors, if a quorum is present, a majority of the votes present in person and entitled to be cast on a matter shall be necessary for the adoption of the matter, unless a greater proportion is required by law, the Declaration, the Articles of Incorporation or these By-Laws.

6.10 Order of Business. The order of business at all meetings of Directors, unless waived by the Directors present, shall be as follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) owner items; (e) agenda items; (f) reports of officers; (g) reports of committees; (h) unfinished business; and, (i) new business.

6.11 Officers at Meetings. The President shall act as chairman and the Secretary shall record, or cause to be recorded, the minutes at all meetings of Directors.

6.12 Waiver of Notice. A waiver of notice of any meeting of the Board of Directors, signed by a Director, whether before or after the meeting, shall be equivalent to the giving of notice of the meeting to such Director. Attendance of a Director at a meeting in person shall constitute waiver of notice of such meeting except when the Director attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

6.13 Action of Directors Without a Meeting. Any action required to be taken or which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

7. OFFICERS.

7.1 Officers, Employees, and Agents. The officers of the Association shall consist of a President, a Secretary, a Treasurer, and such other officers, assistant officers, employees, and agents as may be deemed necessary by the Board of Directors. Officers other than the President need not be Directors. No person shall simultaneously hold more than one office except the offices of the Secretary and Treasurer, and except that the President or a Vice-President, if any, may also hold the office of Treasurer.

  1. 7.2  Appointment and Term of Office of Officers. The officers shall be appointed by the Board of Directors at the annual meeting of the Board of Directors and shall hold office subject to the pleasure of the Board of Directors until the annual meeting of the Board of Directors or until their successors are appointed, whichever is later, unless the officer resigns, or is removed earlier.

  2. 7.3  Removal of Officers. Any officer, employee, or agent may be removed by the Board of Directors, with or without cause, whenever in the Board’s judgment the best interests of the Association will be served thereby. The removal of an officer, employee, or agent shall be without prejudice to the contract rights, if any, of the officer, employee, or agent so removed. Election or appointment of an officer, employee, or agent shall not of itself create contract rights.

  3. 7.4  Resignation of Officers. Any officer may resign at any time by giving written notice to the President, to the Secretary or to the Board of Directors of the Association stating the effective date of such resignation. Acceptance of such resignation shall not be necessary to make the resignation effective.

  4. 7.5  Vacancies in Officers. Any vacancy occurring in any position as an officer may be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.

  5. 7.6  President. The President shall be a member of the Board of Directors and shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall direct, supervise, coordinate, and have general control over the affairs of the Association, and shall have the powers generally attributable to the chief executive officer of a corporation. The President shall preside at all meetings of the Board of Directors and of Members of the Association.

  6. 7.7  Vice President. The Vice-President (if elected by the Board of Directors) may act in place of the President in case of his death, absence or inability to act, and shall perform such other

duties and have such authority as is from time to time delegated by the Board of Directors or by the President.

  1. 7.8  Secretary. The Secretary shall be the custodian of the records and the seal of the Association and shall affix the seal to all documents requiring the same; shall see that all notices are duly given in accordance with the provisions of these By- Laws and as required by law and that the books, reports and other documents and records of the Association are properly kept and filed; shall take or cause to be taken and shall keep minutes of the meetings of Members, of the Board of Directors and of committees of the Board; shall keep at the principal office of the Association a record of the names and addresses of the Members; and, in general, shall perform all duties incident to the office of Secretary an such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President. The Board may appoint one or more Assistant Secretaries who may act in place of the Secretary in case of his death, absence or inability to act.

  2. 7.9  Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Association; shall cause all such funds to be deposited in the name of the Association in such depositories as shall be designated by the Board of Directors; shall cause correct and complete financial records and books of account and records of financial transactions and condition of the Association to be kept and shall submit such reports thereof as the Board of Directors may, from time to time, require and in general, shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors or by the President. The Board may appoint one or more Assistant Treasurer who may act in place of the Treasurer in case of his death, absence or inability to act.

7.10 Bonds. The Association may require fidelity bonds covering officers or other persons handling funds of the Association. The Association shall pay the premiums for any such bonds that are required.

8. INDEMNIFICATION OF OFFICIALS AND AGENTS.

  1. 8.1  Certain Definitions. A “Corporate Official” shall mean any Director or officer and any former Director or officer of the Association and any member of the Design Review Committee. A “Corporate Employee” shall mean any employee and any former employee of the Association. “Corporate Official” and “Corporate Employee” shall not include any managing agent employed by the Association and no such person shall have rights of indemnification hereunder. “Expenses” shall mean all costs and expenses, including attorney’s fees, liabilities, obligations, judgments, and any amounts paid in reasonable settlement of a Proceeding. “Proceeding” shall mean any claim, action, suit, or proceeding, whether threatened, pending, or completed, and shall include appeals.

  2. 8.2  Right of Indemnification. The Association shall indemnify any Corporate Official and any Corporate Employee against any and all Expenses actually and necessarily incurred by or imposed upon him in connection with, arising out of, or resulting from, any Proceeding in which he may be involved or to which he is or may be made a party by reason of (a) actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty while acting in his official capacity as a Corporate Official or Corporate Employee, or (b) any matter claimed against him solely by reason of his being a Corporate Official or Corporate Employee. The right of indemnification shall not extend to any matter as to which such indemnification would not be lawful under the laws of the State of Colorado.

  3. 8.3  Indemnification Prohibited. The right of indemnification shall not extend to matters as to which the Corporate Official or Corporate Employee: (i) has been adjudged liable for gross negligence or willful misconduct in the performance of the Corporate Official’s or Corporate Employee’s duty to the Association; or (ii) in connection with any Proceeding charging improper personal benefit to such Corporate Official

or Corporate Employee, in which the party was adjudged liable on the basis that personal benefit was improperly received by such Corporate Official or Corporate Employee (even if the Association was not thereby damaged). Notwithstanding the foregoing, the Association shall indemnify such Corporate Official or Corporate Employee if and to the extent required by the court conducting the Proceeding, or any other court of competent jurisdiction to which such Corporate Official or Corporate Employee has applied, if it is determined by such court, upon application of such Corporate Official or Corporate Employee, that despite the adjudication of liability in the circumstances in clauses (i) and (ii) of this subsection 8.2(c) or whether or not the party met the applicable standards of conduct set forth in subsection 8.2(a), and in view of all relevant circumstances, the Corporate Official or Corporate Employee is fairly and reasonably entitled to indemnification for such expenses as the court deems proper in accordance with the Colorado Nonprofit Corporation Code.

8.4 Prior Authorization Required. Any indemnification under Section 8.2 (unless ordered by a court) shall be made by the Association only if authorized in the specific case after a determination has been made that the Corporate Official or Corporate Employee is eligible for indemnification in the circumstances because such Corporate Official or Corporate Employee has met the applicable standards of conduct set forth in subsection 8.2(a) and after an evaluation has been made as to the reasonableness of the Expenses. Any such determination, evaluation and authorization shall be made by the Board of Directors by a majority vote of a quorum of such Board, which quorum shall consist of Directors not parties to the Proceeding, or by such other person or body as permitted by law.

9. MISCELLANEOUS

9.1 Amendment of By-Laws. The Board of Directors, at a meeting called for that purpose, shall have the sole power to alter, amend, or repeal the By-Laws and to adopt new By-

Laws by a majority vote of the Directors, if a quorum is present. The By-Laws may contain any provision for the regulation or management of the affairs of the Association not inconsistent with law, the Declaration or the Articles of Incorporation.

  1. 9.2  Compensation of Officers, Directors, and Members. No Director or Officer shall have the right to receive any compensation from the Association for serving as such Director except for reimbursement of expenses as may be approved by resolution of disinterested members of the Board of Directors.

  2. 9.3  Books and Records. Association shall keep correct and complete books and records of account and shall keep, at its principal office or at the office of its independent management company (if any) in Colorado, a record of the names and addresses of its Members, and copies of the Declaration, the Articles of Incorporation and these By-Laws which may be purchased by any Member at reasonable cost. All books and records of the Association, including the Articles of Incorporation, By-Laws as amended and minutes of meetings Members and Directors may be inspected by any Member, or his agent or attorney, and any First Mortgagee of a Member for any proper purpose. The right of inspection shall be subject to any reasonable rules adopted by the Board of Directors requiring advance notice of inspection, specifying hours and days of the week during which inspection will be permitted and establishing reasonable fees for any copies to be made or furnished.

  3. 9.4  Annual Report. The Board of Directors may cause to be prepared and distributed to each Member, not later than ninety (90) days after the close of each fiscal year of the Association, an annual report of the Association containing: (a) an income statement reflecting income and expenditures of the Association for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) a statement of change in financial position for such fiscal year; and (d) a statement of the place of the principal office of the Association where the books and

records of the Association, including a list of names and addresses of current Members, may be found.

  1. 9.5  Statement of Account. Upon written request of an Owner of a Site or any person with any right, title, or interest in a Site or intending to acquire any right, title, or interest in a Site, the Association shall furnish a written statement of account setting forth the amount of any unpaid assessments, or other amounts, if any, due or accrued and then unpaid with respect to the Site, the Owner of the Site and the amount of the assessments for the current fiscal period of the Association payable with respect to the Site. Such statement shall be issued within fifteen (15) business days after receipt of such request by the Association and, with respect to the party to whom it is issued, shall be conclusive against the Association and all parties, for all purposes, that no greater or other amounts were then due or accrued and unpaid and that no other assessments have then been levied.

  2. 9.6  Biennial Corporate Reports. The Association shall file with the Secretary of State of Colorado, within the time prescribed by law, biennial Corporate reports on the forms prescribed and furnished by the Secretary of State and containing the information required by law and shall pay the fee for such filing as prescribed by law.

  3. 9.7  Fiscal Year. The fiscal year of the Association shall begin on January 1 and end the succeeding December 31 except that the first fiscal year shall begin on the date of incorporation. The fiscal year may be changed by the Board of Directors without amending these By-Laws.

  4. 9.8  Seal. The Board of Directors may adopt a seal which shall have inscribed thereon the name of the Association and the words “SEAL” and “COLORADO”.

  5. 9.9  Shares of Stock and Dividends Prohibited. The Association shall not have or issue shares of stock and no dividend shall be paid and no part of the income or profit of the Association shall be distributed to its Members, directors or officers.

Notwithstanding the foregoing paragraph, the Association may issue certificates evidencing membership therein, may confer benefits upon its Members in conformity with its purposes and, upon dissolution or final liquidation, may make distributions as permitted by law, and no such payment, benefit, or distribution shall be deemed to be a dividend or distribution of income or profit.

9.10 Loans to Directors and Officers Prohibited. No loan shall be made by the Association to any Director or officer, and any Director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment thereof.

9.11Limited Liability. As provided in the Articles of Incorporation and Declaration, the Association, the Board of Directors, the officers of the Association, the members of the Design Review Committee, and any Member, agent, or employee of any of the same shall not be liable to any Person for any action or for any failure to act if the action taken or failure to act was in good faith and without malice.

9.12Minutes and Presumptions Thereunder. Minutes or any similar record or the meetings of Members, or of the Board of Directors, when signed by the Secretary or acting Secretary of the meeting, shall be presumed to truthfully evidence the matters set forth therein. A recitation in any such minutes that notice of the meeting was properly given shall be prima facie evidence that the notice was given.

9.13Checks, Drafts and Documents. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by such person or persons, and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

9.14 Execution of Documents. The Board of Directors, except as these By-Laws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or

execute any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that:

  1. I am the duly elected Secretary of the Lakeside at Pole Creek Townhomes Association, a Colorado corporation (the “Association”); and

  2. The foregoing Amended and Restated By-Laws, comprising 22 pages, including this page, constitute the By-Laws of the Association duly adopted by unanimous consent of the Board of Directors of the Association on October __, 2007.

IN WITNESS WHEREOF, I have hereunto subscribed by hand this __ day of October, 2007.

_____________________________________ Chris Froetschner, Secretary