Shiloh Pines Owners Association, Inc

Shiloh Pines Homeowners’ Association By-Laws BY-LAWS OF SHILOH PINES OWNERS ASSOCIATION, INC.

(A Nonprofit Corporation)

The following By-Laws set forth the provisions of the By-Laws for the SHILOH PINES OWNERS ASSOCIATION, INC., a Colorado non-profit corporation whose purpose include enforcement of the Protective Covenants recorded in Book 5772 at page 1178 for the Shiloh Pines Subdivision as recorded in Plat Book L3 at page 76, El Paso County, Colorado.

ARTICLE I

NAME, SEAL AND OFFICES

Section 1. Name. The name of the Corporation is Shiloh Pines Owners Association, Inc., herein referred to as the "Corporation".

Section 2. Seal. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words, "Corporate Seal, Colorado, 1985".

Section 3. Offices. The principal office of the Corporation shall be located at the address of the registered office in the County of El Paso. The Corporation may change such office and it's registered agent as the Board may determine from time to time, but it shall file such forms as may be required.

ARTICLE II

PURPOSES

The purpose of the Corporation shall be to provide an entity for the furtherance of the interests of the owners of lots in Shiloh Pines Subdivision with general purposes as follows: upholding and promoting the Declaration of Protective Covenants for Shiloh Pines recorded on September 12, 1990 in Book 5772 at page 1178 together with any present and further amendments thereto (the "Declaration"); operating as the homeowners association described in the Declaration; providing the architectural control described in the Declaration; election of all officers and committees essential or desirable to the functioning of the corporation and to the performance of its duties; establishing and maintaining Shiloh Pines Subdivision, which is described in Book L3 at page 76 of El Paso County, Colorado records, as a subdivision of quality and value; enhancing and protecting its value, desirability and attractiveness; providing for the continued rural, wooded peaceful environment; promoting health, safety and welfare of the residents, therein, and maintaining all common properties within Shiloh Pines Subdivision.

ARTICLE III

MEMBERSHIP

Section 1. Membership Corporation. This Corporation shall be a membership corporation without certification or shares of stock. Every person or entity, who is a record owner of a fee or undivided fee in a Lot in Shiloh Pines Subdivision (hereinafter a "Lot"), including contract seller, may be a member of the Corporation and shall be bound by these By-Laws, the Articles of Incorporation and the Declaration. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation.

Section 2. Assignment Restricted. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the sole qualification for membership. A membership in this Corporation and the share of a Member in the assets of this Corporation shall not be assigned, encumbered or transferred in any manner except as appurtenant to the transfer of title of the Lot to which the membership pertains.

Section 3. Membership Rights. Unless otherwise provided by the Board of Directors, a membership in this Corporation shall be granted to any owner of a Lot. If the fee simple interest in a lot is owned jointly or in common, by more than one (1) person, all of said owners will be considered to be one (1) Member of the Corporation.

Section 4. Voting Rights. There shall be only one vote per Lot (Voting Lot) despite the number of persons owning such Lot. Any of the owners who constitute the one Member for a Lot may cast the vote for that Lot, but if the Corporation is notified in writing of a dispute among the Lot's owners, then no vote shall be cast for that Lot until those owners notify the Corporation in writing that the dispute has been resolved. The Corporation may suspend the voting rights of a Member for failure to comply with these By-Laws or any other obligations of the Owners of a Lot under the Declaration.

Section 5. Annual Meeting. An annual meeting of all members shall be held on the Saturday after Labor Day in September each year. At such a meeting, a Board of Directors and the Architectural Control Committee will be chosen. In addition, any proposed rules, regulations, or changes to assessments or restrictions will be voted upon.

Section 6. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of at least one-half (1/2) the members who are entitled to vote.

Section 7. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by hand delivering such notice or by mailing a copy of such notice (postage prepaid), at least thirty (30) but not more than sixty (60) days prior to such meetings, to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Corporation, or supplied by such Member to the Corporation for the purpose of the meeting. Each member shall be solely responsible for providing accurate information to the Secretary/Treasurer of the Association concerning his address to which notices of meetings shall be sent. Failure to do so may result in suspension of voting privileges. When attendance at a meeting is not possible, voting by proxy is urged.

Section 8. Action Taken Without Meeting. Notwithstanding any provision to the contrary, any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, prior notice or a vote, if a written description of the action taken is signed by a majority of the members and submitted to the board.

Section 9. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, thirty-five percent (35%) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By- Laws. For purposes of this section, if two (2) or more individuals hold a single membership pursuant to Section 3 of the Article, the presence of any one (1) of these persons shall constitute the presence of that Member at the meeting. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented. A quorum will be determined by the number of eligible voting members.

Section 10. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary prior to the meeting. Every proxy shall be revocable upon written notice to the Secretary and shall automatically cease upon conveyance by the Member of his Lot.

Section 11. Majority of Members. As used in these By-laws, the term "majority of Members" shall mean fifty-one percent (51%) of the combined votes cast by Members present at a meeting containing a quorum. An affirmative vote of a majority of the voting lots whose members are present, in person or by proxy, shall be required to approve any proposal at the meeting other than matters dealing with assessments and changes to covenants, and shall be valid and binding upon all members. As specified in the Declaration, any change in the annual assessments must be agreed to by two-thirds (2/3) of all members who are eligible to vote. In addition, any change to the covenants or restrictions requires a two-thirds (2/3) vote of all the members who are eligible to vote.

ARTICLE IV

BOARD OF DIRECTORS: SELECTION, TERM OF OFFICE

Section 1. Number. The property, business and affairs of the Corporation shall be managed by a Board of Directors. The Board of Directors shall be composed of five (5) Directors. The number of Directors may be increased by an affirmative vote of majority of Voting Members. Not more than one (1) Member from any Lot may serve on the Board of Directors or the Architectural Control Committee at the same time.

Section 2. Term of Office. At each annual meeting, the Members shall elect Directors for two year terms to replace those Directors who have resigned or whose terms have expired. No Director may serve more than two consecutive terms.

Section 3. Resignation. Any Director may resign at any time by giving written notice of such resignation to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by such officer.

Section 4. Removal. Any Director may be removed from the Board, with or without cause, by at least a majority vote of the Members of the Corporation. In the event of death, permanent inability to attend board meeting, resignation or removal of a Director, his successor shall be selected by a majority of remaining Directors of the Board and shall serve for the unexpired term of his predecessor.

Section 5. Compensation. No director shall receive compensation for any service he may render to the Corporation. However, any director may be reimbursed for his actual and reasonable expenses Page 4 incurred in the performance of his duties. Such expenses may not exceed fifty dollars ($50.00) without prior approval by the Board of Directors.

Section 6. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held with such frequency and at such times and places as shall be determined by a majority of the Directors. Notice of regular meetings of the Board of Directors shall be given to each director personally or by mail, telephone or telegraph, at least seven (7) days prior to the day named for such meeting.

Section 2. Organizational Meeting. The first meeting of a newly elected Board of Directors following the annual meeting of the Members shall be held within ten (10) days thereafter at such place as shall be fixed by the Directors at the meeting at which such Directors were elected and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting provided a majority of the whole Board shall be present.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Corporation, or by any two or more Directors, upon three days notice to each Director, given personally or by mail, telephone, or telegraph, which notice shall state the time, the place and the purpose of the meeting.

Section 4. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 5. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board, there be less than a quorum present, those present may adjourn the meeting.

ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have the power to:

(a) exercise the rights and powers under the Declaration, the Articles of Incorporation, and these By-Laws, in order to manage the business and affairs of the Association;

(b) incur and pay such costs and expenses as may be necessary to effectuate the purposes of the Association. Such expenses are limited by Section 2 (c) of this article;

(c) collect the annual assessments required to be paid to the Association by each member pursuant to these By-Laws, suspend any member's right to vote upon failure of said member to pay the assessments upon default, and, with approval of two-thirds (2/3) of members who are eligible to vote, enforce liens for unpaid assessments pursuant to these By-Laws;

(d) suggest rules and regulations governing the use of the common properties the procedures and powers of the Architectural Control Committee, and the establishment and collection of assessments. Such recommendations will be voted upon by the property owners at the annual meeting or any special meeting of the members;

(e) obtain public liability and other insurance in amounts deemed reasonable by the Board of Directors, and voted upon by members;

(f) exercise the authority to review and approve or disapprove decisions of the ACC in the event of appeal of that decision, in accordance with paragraph 6 (b) of the Covenants;

(g) take action to suspend the voting rights of members who are not in compliance with these By-Laws or any other obligation of the owner of a Lot under the Declaration.

Section 2. Duties of the Board of Directors. The Board of Directors shall have the following duties:

(a) maintain financial records for the Corporation;

(b) make an annual report to the members of all activities and financial transactions of the Corporation during the previous year;

(c) enter into contracts for the maintenance of all common properties in Shiloh Pines Subdivision, and oversee all such common property and any private easements to the extent that those properties are its responsibility. Prior to entering into any such contract, the Directors shall obtain at least three (3) bids for the work to be done. Furthermore, the Directors shall not enter into any contract for non-ordinary maintenance expenses in excess of One Thousand Dollars ($1,000.00) nor for ordinary maintenance expenses in excess of the total maintenance expenses for the previous year plus eight percent (8%) without first obtaining the consent of two-thirds (2/3) of all members who are eligible to vote.

ARTICLE VII

ASSESSMENTS

Section 1. Obligation and Purpose. Each owner of any lot, by acceptance of a deed for that lot, whether or not it shall be so expressed in the deed, is deemed to covenant and agrees to pay to the Association annual assessments for capital improvements, such assessments to be established and Page 6 collected as provided for in this article. The annual assessments established by the Association shall be used exclusively for promoting health, safety, property values, welfare and convenience of the residents of Shiloh Pines in accordance with the purposes set forth in this article. The amount of the assessment may be increased or decreased on an annual basis by a vote in person or by proxy of two-thirds (2/3) of all members eligible to vote, one (1) vote per tract owned.

Section 2. Special Assessments. In addition to the annual assessments authorized above, the Association may levy in any assessment year a special assessment, applicable to that year, for the purpose of defraying, in whole or in part, the cost of acquisition or unexpected repair or replacement of a capital improvement upon areas maintained by the Association. Provided that any such special assessment shall be levied only upon the approval of two-thirds (2/3) of all members who are eligible to vote, one vote per lot owned.

Section 3. Effect of Nonpayment. Any assessments which are not paid when due shall be delinquent. If any assessment is not paid when due, the Corporation may impose interest and a late charge/administrative fee. Each type of assessment levied by the Shiloh Pines Owners Association, together with the interest thereon and costs of collection, shall be a continuing lien upon the lot against which it is made, and shall also be the personal obligation of the person who owned the lot at the time when the assessment became due. The personal obligation of the owner of any particular lot for delinquent assessments on that lot shall not pass to his successors in title unless expressly assumed by them. If any assessment remains unpaid, the Corporation may bring an action at law against the member personally obligated to pay the same, and/or foreclose the lien against such member's lot, and/or may suspend the delinquent member's right to vote and the right to use the common properties for any period during which any assessment against his lot remains unpaid. Should the Association decide to foreclose such a lien, it should follow guidelines set forth in the Declaration and proceed in the same manner as provided for the foreclosure of mortgages under the statues of the State of Colorado. In the event a judgment is obtained, such judgment shall include interest on the assessment as above provided, and a reasonable attorney's fee to be fixed by the court, together with the expenses, late charges and cost of action. ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of the Corporation shall be a President, a Vice- President, a Secretary and a Treasurer, and such other officers as the Board of Directors shall, from time to time, elect. All officers shall be members of the Board of Directors.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term. Each officer of the Corporation shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of office he or she replaces.

Section 7. Duties. The duties of the officers are as follows:

(a) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. Further, he shall have all of the general powers and duties which are usually vested in the office of the president of an association, including but not limited to the power to appoint committees from among the members from time to time as he may, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Corporation or as may be established by the board or by the Members of the Corporation at any regular or special meetings.

(b) The Vice-President shall act in the place and stead of the President in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board.

(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Corporation and affix it on all papers requiring said seal; serve notice of any meetings of the Board and of the Members; keep appropriate current records showing the Members of the Corporation together with their addresses, and shall perform such other duties as required by the Board.

(d) The Treasurer shall receive and deposit in appropriate accounts all monies of the Corporation and shall disburse such funds as directed by resolution of the Board of Directors upon approval by the Members; shall co-sign all checks and promissory notes of the Corporation; keep proper books of account; cause an annual review of the Corporation books to be made by at least three (3) members of the Corporation who are neither members of the Board of Directors or Officers, or by a disinterested accountant, at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members.

ARTICLE IX

OFFICERS AND DIRECTORS AS AGENTS OF ASSOCIATION

Contracts or other commitments made by the Board of Directors or officers shall be made as agents for the Corporation, and they shall have no personal responsibility on any such contract or commitment. No person shall be held liable for expenses incurred during the good faith execution of his Page 8 duties as an agent of the Association. In addition, no officer or Director shall be held individually liable for personal or property damage which occurs on any common property within the Shiloh Pines Subdivision.

ARTICLE X

ARCHITECTURAL CONTROL COMMITTEE

Section 1. Appointment of Architectural Control Committee. At each annual meeting of the Members of the Corporation, the Members shall elect members to the ACC, each for a two year term to replace members whose terms have expired or to fill vacancies. Vacancies whether caused by death, disability, removal by a majority vote of the Corporation's members, or resignation shall be filled by the Board of Directors until the next annual meeting. No member of the Architectural Control Committee may serve more than two (2) consecutive terms. No more than one member from any lot may serve on the committee at any one time.

Section 2. Powers and Duties of the Architectural Control Committee. The Architectural Control Committee will exercise the powers and fulfil the obligations set forth in the Declaration, as directed by the Board of Directors from time to time.

ARTICLE XI

GENERAL

Section 1. Amendments. The Articles of Incorporation or these By-Laws may be amended, at a regular or special meeting of the Members by a two-thirds (2/3) vote of approval of all members eligible to vote, one vote per lot. Amendments do not need to be recorded to be effective, but copies shall be available for inspection from the Secretary upon request.

Section 2. Fiscal Year. Unless the Board otherwise determines, the fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

Section 3. Acceptance of Provisions of all Documents. The conveyance or encumbrance of a Lot or the improvements thereon shall be deemed to include the acceptance of all provisions of the Declaration, the Articles of Incorporation, these By-Laws, and rules and regulations, all of which shall be binding upon each Member, his heirs, personal representatives, family, guest, tenants, successors, assigns, and everyone having an interest in the Lot without the necessity of inclusion of an express provision in the instrument of conveyance or encumbrance.

Section 4. Enforcement. The Board of Directors shall not have the right to initiate litigation without first obtaining the approval of two-thirds (2/3) of the members eligible to vote. Subject to the foregoing, the Board of Directors shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or hereafter imposed by the provisions of these By-Laws. Failure by the Corporation to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. The Board can suggest for vote by members any rules, regulations, and sanctions which it deems necessary to enforce or affect the provisions of these By-Laws.

Section 5. Non-Waiver. Any forbearance or failure to enforce any provision of this Declaration shall not operate as a waiver of any such provision or any other provision of these By-Laws or any subsequent enforcement of any such provision. The rights and remedies of the Corporation are distinct and cumulative to any other right or remedy hereunder or afforded by law or in equity and may exercised concurrently, independently or successively without effect or impairment upon one another.

Section 6. Cumulative. Each of these covenants is cumulative and independent and is to be construed without reference to any other provision dealing with the same subject matter or imposing similar or dissimilar restrictions. A provision shall be fully enforceable although it may prohibit an act or omission sanctioned or permitted by another provision.

Section 7. Severability. Invalidation of any of these covenants or restrictions by judgment or court order shall in no way affect or limit any other provisions which shall remain in full force and effect.

Section 8. Number and Gender. Whenever used herein, unless the context shall otherwise provide, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

Section 9. Captions. The captions to the Articles and Sections are inserted herein only as a matter of convenience and for reference, and are in no way to be construed to define, limit or otherwise describe the scope of these By-Laws nor the intent of any provisions hereof.

Section 10. Registration of Address. Each owner of a Lot shall register his/her mailing address with the Corporation, and all other notices or demands intended to be served upon any owner shall be sent by either registered or certified mail, postage prepaid, addressed in the name of such owner at such registered mailing address. Members who fail to register their current mailing address with the Corporation and who do not respond to a certified letter or notice may be declared ineligible voters by the Board until such time as a current address is received. Ineligible voters will not be counted in the total number of voters on which a quorum is based. All notices, demands or other notices intended to be served upon the Board of Directors of the Corporation or the Corporation shall be sent by certified mail, postage prepaid, to the registered agent of the Corporation at his address filed with the Secretary of State of the State of Colorado, together with a copy addressed to the President of the Corporation at his registered address.

IN WITNESS WHEREOF, we, being all of the Directors of the Shiloh Pines Owners Association, Inc., have hereunto set our hands this day of , 20 .

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CERTIFICATION

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting Secretary of the Shiloh Pines Owners Association, Inc., a Colorado Non-Profit Corporation, and

THAT the foregoing By-Laws constitute the revised By-Laws of said Corporation, as duly adopted at a meeting of the Board of Directors, thereof, held on the day of , 20 .

IN WITNESS WHEREOF, I have here unto subscribed my name and affixed the seal of said Corporation this day of , 20 .

Secretary