398757 " Page 1 of 10 Judy Benine, Clerk & Recorder Huerfano County, CO RP $0j.( 10-09-2013 07:50 AM Recording F( e

AMENDED BYLAWS PANADERO PROPERTY OWNERS ASSOCIATION

JULY 17,2007

0 $56.00

A R T I C L E I IDENTIFICATION

Section 1.01:

NAME:

The name of the association is Panadero Property Owners Association. Ths use of "Association" in these Bylaws shall mean Panadero Property Owners Association.

Section 1.02:

FISCAL YEAR:

The fiscal year of the association shall begin on January 1.

Section 1.03: \

DECLARATION OF CONVENANTS AND RESTRICTIONS:

The Association shall abide by the Declaration of Covenants and Restrictions, Conditions and Restrictioris of the Panadero Filings ("hereinafter "Declarations"). The Declarations shall govern where any conflict exists between these bylaws and the Decliirations.

ARTICLE II MEETINGS OF ASSOOATIOr^ MEMBERS

Section 2.01:

MEMBFRSI-riP:

Every person or entity who is an owner of a property which is subject to assessment by the Association shall be a member of the Association. When more than one person is a record owner of a property, all such persons shall be members.

Section 2.02:

PLACE OF MEETING:

Meetings of members shall be held at the registered office of the association or any other place the Board of Directors or members may select.

Section 2.03:

ANNUAL MEETING:

An aimual meeting of the members shall be held on a date between June 1 and July 15 each year, as selected by the association's Board of Directors. Failure to hole the aimual meeting at the designated time shall not work a forfeiture or dissolution of the association.

Section 2.04:

SPECIAL MEETINGS:

Special meetings of the members may be called by the president of the Board of Directors, by a majority of the Board of Directors or any holders of more than ten percent of the members entitled to vote.

Section 2. 05:

NOTICE OF MEETINGS:

The director or the member calling the meeting shall direct the delivery of a written notice of the meeting to all members, not less than 15 nor more than 50 days before the date of such meeting. The notice shall include the place, day and hour of the meeting and, in the case of a special meeting, the 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 books of the association, with postage on it prepaid. Waiver by a member in writing of a notice of a member's meeting shall be equivalent to the giving of such notice. Attendance by the member, without objection to the notice, whether in person or by proxy, at a members' meeting shall constitute a waiver of notice of meeting.

Section 2. 06:

QUORUM:

The presence, in person or by proxy, of the holders of twenty-five percent or mon of the shares outstanding and entitled to vote shall constitute a quorum at meetings of the members At a duly organized meeting, members present can continue to do business until adjournment even though withdrawing members leave less than a quorum.

Section 2. 07:

ADJOURNMENTS:

Any meeting of the members may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by armouncement at the meeting which the adjourrunent is taken, shall not be necessary. At an adjourned meeting at which a quorum is present or represented, any business may be transacted which could have been transacted at the meeting originally called.

Section 2.08:

VOTING RIGHTS:

Those members holding an interest in any one property shall collectively be entitled to one vote. The vote for each property shall be cast by the members as they themselves determine but no more than one vote shall be cast for each property.

Section 2. 09:

VOTING LIST:

The secretary of the Board of Directors or his designee shall keep a list of all members entitled to vote with the current address of each member. Each member has the responsibility to apprise the secretary of the Association of his current address. Such list shall be produced and kept to the inspection of any member during the meetings. Failure to comply with the reqmrements of this section shall not effect the validity of any action taken at the meeting.

Section 2. 10:

PROXIES:

A member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. A proxy is void if it is not dated or purports to be revocable without notice. A member may not revoke a proxy except by actual notice of revocation to the person presiding over a meeting of the association. No proxy shall be valid after 11 months from the date of its execution unless otherwise provide in the proxy.

Section 2.11:

MAJORITY APPROVAL REQUIRED:

A simple majority of members voting in person or by proxy shall be sufficient to adopt a proposal except where these bylaws or the Declarations require a higher percentage of affirmative votes.

Section 2:12 :

ACTION WITHOUT A MEETING:

Any action required to be taken at a meeting of the members or the directors of the Association may be taken without a meeting if a consent in vmting setting forth the action so taken shall be signed by all of the members or directors entitled to vote with respect to the subject matter hereof This consent shall have the same effect as a unanimous vote of members or directors and may be stated as such in any articles or docimients filed wdth the secretary of State.

ARTICLE III BOARD OF DIRECTORS

Sections. 01:

NUMBER AND QUALIFICATIONS:

After the first annual meeting of members, the business and affairs of the Association shall be managed by seven directors who need not be residents of the State o:' Colorado. The directors shall be members of the Association. The number of directors may be increased or decreased by amendment of the bylaws. No decrease in number shall have the effect of shortening the term of any incumbent director.

Sections 02: TERM Association Board Members shall be elected so there are 3 three-year terms and 4 two-year terms. Terms shall be staggered so that only one three year and 2 two-year terms expired at any election.

Section 3.03 NOMINATION Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The nominating Committee shall consist of a chairman who shall be a member of the Board of Directors, and two or more Members of the Association who may or may not be Members of the Board of Directors. The Nominating Conmiittee shall be appointed by the President prior to each annual meeting of the Members, to serve from the close of such armual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members only.

Section 3.04 ELECTION Election to the Board of Directors shall be made by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision fo the Declaration. The persons receiving the largest nvmiber of votes shall be elected. Cumulative voting is not permitted.

Section 3.05: VACANCIES:

A vacancy of a director's position either by death, resignation or other means shall be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be appointed for the imexpired term of his predecessor in office. A majority of members entitled to vote may declare vacant the office of a director who is convicted of a felony or who is declared of unsound mind by order of court.

Section 3. 06:

COMPENSATION:

The directors shall not receive any salary for their service as directors but a director may serve the association in a capacity other than that of director and receive compensation for the service rendered in that other capacity.

Section 3. 07:

QUORUM OF DIRECTORS:

A majority of the directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present shall be the act of the Board of Directors.

The Board may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating in the meeting may hear each other during the meeting. A director participating in a meeting by this means is deemed bo be present at the meeting.

Sections. 08:

POWERS AND DUTIES OF THE BOARD:

The Board of Directors shall have all powers and duties reasonably necessary to carry out the business of the Association, as established by the Declarations, articles of

inassociation, these bylaw and votes of the Membership. The Board's duties shall include, but not be limited to the following responsibilities:

a) convening and noticing annual and special meetings;

b) maintaining current voting lists;

c) presenting proposals to the Membership to the members for approval;

d) preparing annual or special budgets for approval by the members;

e) providing for the repair, maintenance and upkeep of the common areas;

f) organizing and appointing an architectural control committee;

g) maintaining financial records;

h) preparing and publishing minutes of members' meetings;

i) levying, collecting, and disbursing assessments and fees.

Sections. 09;

FINANCIAL POWERS:

The Board shall have the power to execute contracts, drafts and incur liabilities to carry out the purposes of the Association, subject to the following limitations. The Boarc shall not execute any contract with a term in excess of one year without prior approval of the Membership. Without prior approval of the Membership, the Board shall not incur any liability that carmot be satisfied from the proceeds of an annual budget that has been ratified by the Membership. Not less than fifteen days nor more than fifty days before a vote of the Membership, the Board shall provide notice of its intent to seek approval for multi-year contracts and liabilities. Greater then 50% of the members voting at an annua or special meeting, shall be required to approve multi-year contracts and liabilities.

Section 3.10;

BUDGETS:

The Board shall draft and propose a budget for approval of the Membership at the annual meeting. At least fifteen but not more than fifty days before the annual meeting, the Board shall mail, by ordinary first-class mail, or otherwise deliver a summary of the budget to all members. At the annual meeting, unless the majority of all unit owners reject the budget, the budget shall be ratified, whether or not a quorum is present. In the event that the proposed budget is rejected, the last annual budget shall be continued until such time as the members ratify a subsequent budget proposed by the Board.

ARTICLE IV OFFICERS. AGENTS AND EMPLOYEES

Section 4. 01;

OFFICERS:

The Directors shall elect a president, secretary, treasurer and other executive officers as necessary for the efficient and effective operation of the Association. Two or more offices may be held by the same person except that one person shall not at the same time hold the offices of president and secretary. Officers shall hold the office until their successors are chosen and have qualified, imless they are sooner removed from office as provided in these bylaws.

Section 4. 02:

REMOVAL OF OFFICERS AND AGENTS:

An officer or agent of the association may be removed by the directors whenever in their judgment the best interests of the association will be served by the removal. The removal shall be without prejudice to the contract rights, i f any, of the person so removed.

Section 4. 03 :

MANAGING AGENT:

Subject to any provisions of these bylaws, the articles of inassociation and the Declarations, the Board may delegate all or some of its duties to a managing agent. If the Board delegates its powers relating to the collection, deposit, transfer or disbursement of association fiinds to a managing agent, the agent shall conform to the following requirements. The agent shall maintain fidelity insurance coverage or a bond in an amount not less than fifty thousand dollars or such higher amount that the Board may require. The managing agent shall maintain all funds and accounts of the association separate from the fimds and accounts of all other entities. The managing agent shall prepare and present an armual accounting for all funds to the Membership at the armual meeting.

ARTICLE V ASSESSMENTS

Section 5.01:

PURPOSE OF ASSESSMENTS: The Association may levy common expense assessments in accord with the

Declarations. The Association shall use the assessments to promote the recreation, health, safety and welfare of the residents and, in particular, for the improvement and maintenance of services and facilities related to open space and common areas. Until the Association makes a common expense assessment, the Declarant shall pay all common expenses.

Section 5. 02:

ANNUAL ASSESSMENTS:

After the Association first levies a common expense assessment, the Association shall levy conunon expense assessments no less fi-equently than annually.

Sections. 03:

AMOUNT OF COMMON EXPENSE ASSESSMENTS:

Annual common expense assessments shall not exceed $300.00 per property unless the members approve an increase in accord with the Declarations. The Association shall determine the amount of assessments annually, based upon a budget which shall be approved by the Membership at its armual meeting.

Section 5.04:

SPECIAL ASSESSMENTS:

The Association may levy special assessments in accord with the Declarations.

ARTICLE VI SPECIAL ASSOCIATION ACTS

Section 6. 02:

EXECUTION OF WRITTEN INSTRUMENTS:

Checks, notes, contracts, deeds, documents and instruments shall be executed in accord with rules established by the Board of Directors. The Board shall establish rules which are sufficient to protect the assets of the Association.

Section 6.02:

BREACH OF FIDUCIARY DUTY:

A director shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director unless:

(1) the director has breached or failed to perform the duties of the director's office, and;

(2) the breach or failure to perform constitutes wdllflil misconduct or recklessness.

ARTICLE VII INDEMNIFICATION

Section 7.01:

INDEMNIFICATION:

The Association shall indemnify any officer and director for attorney's fees, legal costs and payment of legal judgments or settlements of legal causes brought against the officer or director for conduct within the scope of his position where the officer or director reasonably believed that his conduct was in the Association's best interests. The Association shall indemnify any officer or director for attorney's fees, legal costs and payment of fines in defending against criminal charges that arise from actions taken within the scope of his corporate position where the director or officer reasonably conducted himself in good faith and had no reason to believe that his conduct was unlawful.

ARTICLE VIII AMENDMENTS

Sections. 01:

AMENDMENT OF BYLAWS,ASSOCIATION:

The power to amend or repeal the bylaws, associationis reserved to the members. The Board of Drectors or ten percent of the voting members may propose amendments. Not fewer than fifteen nor more than fifty days prior to a meeting where the Board or members seek to amend the bylaws, articles or Declarations, the Board shall notify the members of any proposed amendment. The affirmative vote of more than 50% of the members entitled to vote shall be required to amend the bylaws. Declarations or articles.

Section 8.02:

FILING AND RECORDING OF AMENDMENTS:

The president of the Board of Directors shall have the duty to certify, file and record amendments to the bylaws. Declarations and articles of inassociation on behalf of the Membership.

Sections. 03:

CONSTRUCTION AND VALIDITY OF DECLARATIONS AND BYLAWS:

(1) all provisions of the Declarations and bylaws are severable.

(2) the rule against perpetuities does not apply to defeat any provision of the declaration, bylaws, or rules and regulations.

(3) in the event of a conflict between the provisions of the Declaration and the bylaws, the declaration prevails.

In witness thereof, the President of Panadero Property Association attests that these Amendents to the By-laws were approvied by the Membership in accordance with the original by-laws.