Bylaws

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BY LAWS

OF

FOXX VALLEY RANCH HOMEOWNERS’ ASSOCIACTION, INC.

ARTICLE I

OFFICERS

Section 1.1 Business offices. The principle office of the corporation shall be located in Colorado Springs, Colorado. The Corporation may have such offices, either within or outside Colorado as the Board of Directors may designate or as the affairs of the corporation may require from time to time. All references herein to the Corporation shall be to Foxx Valley Ranch Homeowners’ Association.

Section 1.2 Registered Office. The Registered office of the Corporation required by the Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not be the same as the principal office if in Colorado, and the address of the restored?? May be changed from time to time by the Board of Directors.

Article II

MEMBERS

Section 2.1 Qualification. The members of the Association shall consist of all the record owners of Lots A and 1 through 201 inclusive as shown on there plat of Foxx Valley Ranch, El Paso County, Colorado. Provided however, if a lot is subject to an installment sales contract (regardless of weather it is record) the purchaser of the lot, so long as not default occurs under contract shall be treated as the owner of the lot for purposes of determining membership and shall be entitled to exercise all right, and subject to all obligation, of a member. If the installment sales contract has not been recorded, then upon receipt of a certificate from the record title holder of the lot stating that the installment sales contract has been terminated, the Corporation shall recognize the record title holder of the lot as a member rather than the installment sales purchaser.

Section 2.2 Change of Membership. Change of membership in the association shall be established by recording in the public record of El Paso County, Colorado, a deed or other instrument established a record title to a lot in the Foxx Valley Ranch Subdivision and they deliver to the association of a copy of such instrument. The owner designated by such instrument thereby becomes a member of the association, and the membership of the prior owner shall be terminated.

Section 2.3 Voting Rights. Members will be entitled to one vote for each lot owned. If a lot is subdivided for the purpose of annexing all subdivided portions of such lot to adjacent lots, the vote attributed to the subdivided lots shall be eliminated. The manner of exercising such voting rights shall be determined by these Bylaws. The term “majority” as used in these Bylaws and other instruments in reference to voting by lot owners, association members, and the board of directors, means more then fifty (50%) percent.

Section 2.4 Delegation of Voting Representative. If a lot is owned by one person his right to vote shall be established by the record title to his lot or by the designated purchaser(s) on the installment sales contract. If a lot is owned by more than one person, the person entitled to cast the vote for the lot shall be natural person 18 years of age or older who shall be designated by a certificate signed by all of the record owners (or designated purchaser) of the lot and filed with the secretary of the association. If a lot is owned by a corporation, the person entitled to cast the vote for the lot shall be designated by a certificate of appointment signed by the president ot vice president and attested by the secretary of the corporation. Such certificate shall be valid until revoked or until suspended by a subsequent certificate or until a change in the ownership of the lot concerned. A certificate designating the person entitled to cast the vote of a lot may be revoked by any owner (or designated purchaser) thereof.

Section 2.5 Approval or Disapproval of Matter. Whenever the decision of a Lot is required upon any matter, whether or not the subject of an association meeting, such decision shall be expressed by the same person who would cast the vote for such lot if an association meeting unless the jointer of record owners is specifically required by the declaration or these Bylaws.

Section 2.6 Restraint upon assignment of Shares in Assets. The shared of a member in the funds and assets of the association cannot be assigned, hypothecated transferred in any manner except as appurtenance to his lot.

Article III

MEETING OF THE MEMBERSHIP

Section 3.1 Annual Members’ Meeting. The initial annual member’s meeting shall be held not later than six months after filing the articles of incorporation with the Colorado Secretary of State. Thereafter, the annual members’ meeting shall be held in June of each year, at a date, place and time to be determined by the Board, for the purpose of electing officers in article IV hereof, and transaction any other business authorized to be transacted by the members’.

Section 3.2 Special Members’ Meeting. Special members’ meeting shall be held whenever called by a majority of the Board and must be called by such directors upon receipt of a written request from members entitled to cast seventy-five (75%) percent of the voted of the entire membership.

Section 3.3 Notice of all Members’ Meeting. Notice of all members’ meeting stating the time and place and the objects for witch the meeting is called shall be given unless waived in writing, such notices shall be furnished in writing to each owner not less than fourteen (14) days nor more than sixty (60) days in advance of the date of the meeting. Unless a member waives in writing the right to receive notice of the annual meeting by mail, the notice to each member shall be furnished by mailing the same by first class mail at the address appearing on the books of the association. Notice of a particular meeting may be waived at any time prior to the date upon which notice for that particular meeting, as described herein, is required to be given.

Section 3.4 Quorum. A quorum at members’ meetings shall consist of persons, whether present in person or by proxy entitled to cast ten percent (10%) of the votes of the association. The acts approved by the plurality vote of those members, except when approval by greater vote is required by the declaration or these Bylaws. The Jointer of a member in the action of a meeting by signing a concurring in the minutes thereof shall constitute the presence of such members for the purpose of determining a quorum.

Section 3.5 Action Without a Meeting. Whenever the vote of members at a meeting is required for any action of the association, the meeting and the vote of members may be dispensed with if members representing all of the votes of the association shall agree in writing to such action being taken.

Section 3.6 Proxies. Votes may be cast in person or by Notarized proxy. Proxies may be made by any person entitled to vote and shall be valid only for the specific meeting for witch originally given and any lawfully adjourned meeting thereof. In no event shall and proxy be valid for a period longer than ninety (90) days after the date of the first meeting for witch it was given. Every proxy shall be revocable at any time at the pleasure of the member executing it. Proxies must be filed with the Secretary thirty (30) days before the appointed time for the meeting for witch the proxy is given or any adjournment thereof.

Section 3.7 Adjourned Meetings. If any meeting of members cannot be organized because a quorum has not attended, either in person or by proxy, the Board of Directors, either in person or by proxy, may adjourn the meeting from time to time until a quorum is presented.

Section 3.8 Order of Business. The order of business at annual members’ meetings, and as far practical at all other members’ meetings shall be:

(A) Calling of roll and certifying of proxies.

(B) Proof of notice of meeting or waiver of notice.

(C) Reading and disposal of any unapproved minutes.

(D) Reports and Officers.

(E) Reports and committees.

(F) Election of officers.

(G) Unfinished business.

(H) New business.

(I) Adjournment.

ARTICLE IV

DIRECTORS

Section 4.1 Composition, Term and Qualifications.

A. The affairs of the association shall be governed by a Board of Directors. The Board shall be composed of three (3) directors.

B. Except for the initial Board and any successor of any initial member appointed by Declarant, each director shall be a member of the association. All officers of a corporate owner a Lot shall be deemed members of the association so as to qualify them to serve as directors.

C. Beginning in year 2001, 3 elected members (members elected onto the board during the 2001 members’ meeting or current board members elected during the 2000 members’ meeting) will serve as directors.

D. The term of each elected director shall terminate upon their death or resignation.

E. To qualify to be a Board member, the member must be current in their association dues.

Section 4.2 Powers. The business and affairs of the association shall be managed by the Board, witch in addition to the powers conferred by these bylaws, may exercise all powers and do all acts and things as not statute or by the Charter or by these bylaws or by the Declaration directed or required to be exercised or done by members.

Section 4.3 Election of Directors.

A. Upon termination of existing Board members, subsequent Board members shall be elected by plurality vote of the members present in person or by proxy at the annual meeting of the members’ of the association entitled to vote

B. Except as provided in subsection 4.3C, vacancies on the board, weather caused by resignation, death or retirement occurring between annual meetings of members shall be filled by a majority of the remaining directors, although less than a quorum. The successor shall serve for the balance of the seat of any member of the board or any board member nominated or designated by the board shall be filled by an appointment board.

C. At any time after the last annual or special meeting of the membership at witch a new board is elected, or at a dnly convened special meeting of members called for this purpose by at least seventy-five (75%) percent of the members, and Director my be removed by concurrence of a majority of the members of the association at that same meeting. Should the membership fail to fill the vacancy, the remaining board members shall fill the vacancy in the manner provided in subsection 4.3B above.

Section 4.4 Meetings.

A. Annual meetings of the Board will be held following each annual meeting of the members.

B. Special meetings of the board may be called by the President or in his absence, the Vice-President, upon request of two (2) members of the Board other than the officer calling the special meeting.

C. Notice of any and all meetings of the board may be waived by any director in writing given either or before or after the meeting. Meetings of the board shall be open to all members. Notice of any meeting in witch assessments against Lots are to be considered for any reason shall specifically contain a statement that assessments will be considered and shall contain the nature of any such assessment.

Section 4.5 Quorum. At all meetings of the board a majority of the directors shall be necessary to and shall be the act of the Board except as otherwise specifically provided by statute, the charter or these bylaws. If a quorum shall not be present at any meeting, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.6 Compensation. The Board shall receive no salary as directors except for such fee for compensation for duties performed on behalf of the Association. The board reserves the right to set these fees at its discretion.

Section 4.7 Committees. The Board may appoint such committee, including an executive committee, with such duties and powers as the Board may determine.

Section 4.8 Action Without a Meeting. Any action witch may be taken at a meeting of the directors (other than the adoption of the budget and the fixing of assessments) or any committee thereof, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the directors of members of the committee, as the case may be, and filed in the minutes of the proceedings of the Board or committees.

Section 4.9 Meetings by Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall be constitute presence in person at the meeting.

ARTICLE V

OFFICERS AND AGENTS

Section 5.1 Number and Qualifications. The officers of the corporation shall be president, a Secretary/Treasurer and a Vice-President.

The Board shall elect the president, the Secretary/Treasure and Vice-President. The Board of Directors may also elect or appoint assistant secretaries and assistant treasurer as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of President and Secretary. The president, the Secretary and the Treasurer shall be Directors of the Corporation; however, other offices need not be Directors of the Corporation. All officers must be at least eighteen (18) years of age.

Section 5.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors and shall hold office until such officer’s successor shal have duly elected and shall be qualified, or until such officer’s resignation or removal. Officers appointed by the Board of Directors shall serve at the pleasure of the board

Section 5.3 Compensation. Officers shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation.

Section 5.4 Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 5.5 Vacancies. Any officer may resign at any time, subject to any rights or obligation under any existing contracts between the officer and the corporation, by giving written notice to the President or the Board of Directors. An officer’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring may be filled by the Board of Directors for the un-expired portion of the term.

Section 5.6 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified bellow and as ma be additionally specified by the President, the Board of Directors or by the bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

(A) President. The president shall, subject to the direction and supervision of the board of directors, have the following responsibilities; (i) the president shall preside over the Board of Directors and set the agenda for the Board of Directors meetings; (ii) the President shall ensure that the officers fulfill the responsibilities of their office, and (iii) the president shall serve as spokesperson for the corporation.

The president shall be elected by the Board of Directors and shall serve for a three (3) year term, and may serve successive terms.

(B) Vice-President. The vice-president, if on is appointed, shall assist the President and shall perform such duties as may be assigned to him or her by the President or the Board of Directors from time to time.

(C) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the corporation; and (iv) in general, perform all duties incident to the officer of secretary and such other duties as from time to time may be assigned to such office by the president of the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.

(D) Treasure. The treasure shall: (i) be the principal officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii)receive and give receipts

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(d) Treasurer. The treasure shall: (i) be the principal officer of the Ccrpcra&m and have the care and custoty

evidences of indebtedness and other personal property and deposit uie same m accordance wim the instmctions ofthe Board ofDirectors; (ii) receive

and give receipts and acquittances fir monies paid m on account ofthe Corporation, and pay out the f^^

debts ofthe Corporation of whatever nature upon maturity; (iii) unless there isa controller, be the principal accounting officer ofthe Corporation and

as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books ami records of account, prepare and file

all local, state and federal tax returns and related docurnents,presaiDe and maintam an adequate system o

president and the Board of Directors statements of acexxmt showing the financial pcaticn ofthe Q

the preparation ofthe annual audit (iv)upon request ofthe board, inake such rerxxts to h asm

(vi) supervise the budget preparation; and (vii) perform all other c^esinddem to fc Assistant treasurers, if any, shall have the

same powers and duties, subject to the supervision by the treasurer.

Section 5.7 Surety Bonds. The Board ofDirectors may require any officer or agent ofthe Conxxation to execute to nleCJorporation a bond in such sums and with such sureties as shall be satisfactory to the board, ccadmOTeduo for the restoration to the Corporation of all books, papers, vouchers, nraey and other property o^ the Corporation.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification ofDirectors, Officers. Etc. The Corporation hereby declares that any person who serves at its request as director, officer, employee, President or member of any committee, or on behalf of the Corporation as a director or officer of another Corporation, whether fir profit or not fir profit, shall be deemed the Corporation's agent fir the purposes of this Article and shall be indemnified by the Corporation against expenses (including attorney's fees), judgments fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such persons who was or is a party or threatened to be made a parry to any threatened, penaiiig or complete

yrfTpmal, administrative or investigative, hy reason of such service, provided such person acted in good faith and in a manner such person reasonably believe to be in the best interests of the Corporation and, vvith respect to any criminal acdon or proceeding, had

person's conduct was unlawful. Except as provided in Section 6.3, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a pleas ofnolo contendere or its equivalent, shall not of itself create dther a presumpuVm that such pera and in a manner which such person reasonably believed to be in the best interests ofthe Oapciadon or, wim respect to an^

proceeding, a presumption that such person had reasonable cause to beUevetbat such person's ccoxiuct was unlam^

Section 6.2 Indemnification Against Liability to Corporation. No mdemmficationshaU be made m respect ofanydaim, issue or matter as to which a person covered by section 6.1 shall have been adjudged to be liable for negUgenceormisoonductintheperfonnanceofsuch person's duty to the Corporation unless and only to UK extent that the court mv^ch such actios application that, despite the adjudication of liability but in view ofaUtne circumstances oftte case, such mrWrnifiratinn for sneh expenses which such court shall deem proper.

Section 6-3 Indemnification in Criminal Actions. No indemnification shall be made in respect of any crmimal actica cr proceeding as to which a person covered by Section 6.1 shall have been adjudged to be guilty unless and only to the extent trjat the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of guilt but in view of all the circumstance of the case, such pppy»n f« HfHtWtn ifyfrtrniifirarinn for nich expenses nr fines which such court shall deem proper.

Section 6.4 Other Indemnification. The indemnification provided by this ArtideshaUrKtoe deemed exdusrveofanyc*herri$i!s to

which am/person niay be enured uno^tbe agreement, and crther provision of these

disinterested Directors or otherwise, and any procedure prcndded for by any of the for^^ to action in another capachy while holding such office.

Section 6.5 Period of Indemnification. AnyindenmificationrjursuanttouiisAitideshaU(a)te occurred prior to the adoption of this Article, and (b) contmue as to any indemnified party wlx>h^

of the CqTpnratfon V** «*«» imw- *<* the benefit of the heirs and personal representative of such indemnified party. The repeal or amendment of all QT any portion of the bylaws which would have the effect of linritmg, qualifying cyrestric

permitted in this Arrfrfr shflU nnt, solely hy reason nf such repel nr amendment., eliminate; restrict nr otherwise affect the right or power of the Corporation to indemnify any person, or afled any right of mdemmficaticn of sum to such repeal or amendment

Section 6.6 Insurance. By action of the Board of Dfrectors,riorw^^ may, subject to Section 6.8, purchase and maintain insurance, fa sum amcnrats as the boart

JnHprnnined hereunder against any liability asserted against such person and incurred by such person in such person's capacity of or arising out of such person's status as an agent of the Corporation, whetliercr not the QHpcraticawcHUd have the pow^ mider applicable provisions of law. The Corporation may also purchase and mamtam insurance, m sum amounts as tte to insure the Corporation against any liability, including withcuth^

Section 6.7 Right to Impose Conditions to Indemnification. The CcqxnationshaU have the right to inqx^ indemnification provided or permitted in tins Article, such reasoiiableiequir^ appropriate in each specific case, induding but not linatedtoanyonecrmoreoftbefollowmg:

(a)thatairycc«nsdiepresentii]gu^ that ic mutually ngnpeahle tn the person to he indemnified and tn me Corporation;

(b) that the Corporation shall have the right, as its option, to assume and cciirrol the defense crsettleme^ initiated or threatened against the person to be indemnified; and

(c) that the Corporation shall be subrogated, to the extern ofany payments nrade by way of ir^ person's right of recover, and mat the person to be irxfemntfedsbaU execute aU writings ami do ev^ subrogation to Corporation.

ARTICLE Vn FISCAL MATTERS

Section 7.1 Account books. Minutes. Etc. - Annual Financial Statement The Bciard shaH present at earn atmiial meeting called for by the vote of the members at any special meeting of the members, a fuU and dear statement of fe

The anm'Pl ^Pt^nynt <3T*11 tnrinde pmfit and Inse statements, balance Aaris and a report nf the actual receipts and expendmwies for the previous fiscal year. The report shall show the amounts of receipts by accounts and receipts classification, aixisb^ expense dassifications induding, if applicable, but not limited to, the following:

(a) Professional and rnanagernent fees and expenses

(b) Insurance costs;

(c) Admhnstrative and salary expense;

(d) General reserves

Section 7.2 Checks. All checks or demands for money and notes of the Association shaUte signed by such officers officers cr such other persons or persons as the Board may mom tirne to time designate.

Section 7.3 Fidelity Bonds. The Assodation shall obtain and pay for fidelity bonds in such anxHints as the Board niay require for all

officers, directors, employees and volunteers who control or disburse funds of the Association. Section 7.4 Assessments.

A. The Board shall fix and determine the sums necessary and actequate for the operadonofthe Association and the

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