Homestead HOA (Jeffco)

By-Laws Homestead Homeowners Association

March 7, 1976 and March 9, 1991

BY-LAWS

OF

THE HOMESTEAD HOMEOWNERS ASSOCIATION

As Amended March 7, 1976 and March 9, 1991


ARTICLE I

NAME AND LOCATION

The name of the corporation is The Homestead Homeowners Association, hereinafter referred to as the "Association." The principal office of the corporation shall be located at the residence of the active President of the Association, but meetings of members and directors may be held at such places within the State of Colorado as may be designated by the Board of Directors.
The business mailing address shall be:
Homestead Homeowners Association
P.O. Box 797
Conifer, CO 80433


ARTICLE II

DEFINITIONS

Section 1. "Association" shall mean and refer to The Homestead Homeowners Association, its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Protective Covenants for the subdivisions known as The Homestead, Unit I, or The Homestead, Filing 2, including 2nd Additions A & B, or the Homestead Addition, Jefferson County, Colorado, whose covenants require mandatory membership in the Homestead Homeowners Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. "Member" shall mean and refer to every person or entity who holds a membership in the Association.

Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract buyers not of record where the Developer is the fee owner of record, but excluding those having such interest merely as security for the performance of an obligation.
Section 7. "Developer" shall mean and refer to Mariposa Associates, including Buffalo Park Development Company, and their successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development and initial sale.

Section 8. "Declaration" shall mean and refer to the Declaration of Protective Covenants applicable to the Properties described in Section 2 of this Article.


ARTICLE III

MEMBERSHIP

Section 1. Membership. Every person or entity, except the Developer, who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract buyers not of record, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership. It is the intent of the Association that the Developer (Mariposa Associates, including Buffalo Park Development Co.) be excluded from membership in this Association even though the Developer is the owner of some unsold Lots at the time these By-Laws were adopted and the Articles of Incorporation were filed.

Section 2. Suspension of Membership. During any period in which a member shall be in default in the payment of any annual or special assessment levied by the Association, the voting rights and right of such member to use the Common Area, if any, will be suspended until such assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed one month for violation of any of the protective covenants set forth in the Declaration or of any rules and regulations established by the Board of Directors governing the use of any Lot or of Common Area or facilities.


ARTICLE IV

PROPERTY RIGHTS: RIGHTS OF ENJOYMENT

Each member shall be entitled to the use and enjoyment of the Common Area and facilities, if any. Any member may delegate his rights of enjoyment of such Common Area and facilities to the members of his family, his tenants or contract buyers, who reside on the property. Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.


ARTICLE V

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of six directors who shall be members of the Association, preferably members who reside within the subdivision Properties.

Section 2. Election. At each annual meeting, the members shall elect two directors for terms of three years.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. Any director may be reimbursed, however, for his actual expenses incurred in the performance of his duties.

Section 5. 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 VI

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three days' notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. The president of the Association shall vote at a meeting of directors only if the votes of the other directors are tied.
ARTICLE VII

NOMINATION AND ELECTION OF DIRECTORS

Section 1. 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. The Nominating Committee shall be appointed by the President at least 30 days prior to each annual meeting, to serve until the close of each 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 shall be made from among the members of the Association.

Section 2. Election. Election to the Board of Directors shall be 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 provisions of the Articles of Incorporation and Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Members under suspension according to Article III, Section 2 of these By-Laws shall not be permitted to vote.


ARTICLE VIII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

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

(a) enforce the protective covenants established in the Declaration and amendments thereto,

(b) adopt and publish rules and regulations governing the use of any Common Area and facilities, the personal conduct of the members and their guests thereon; and penalties for the infraction thereof;

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provision of these By-Laws, the Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such Director shall be absent from three consecutive, regular meetings of the Board of Directors; and
(e) employ an independent contractor or such other employees as they deem necessary, and prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth of the members who are entitled to vote;

(b) supervise all officers, agents and employees of this Association, and see that their duties are properly performed;

(c) as more fully provided herein, and in the Declaration to:

(1) fix the amount of the annual assessment against each Lot at least 30 days in advance of each annual assessment period, as hereinafter provided in Article XII; and

(2) send written notice of each assessment to every Owner subject thereto at least 30 days in advance of each annual assessment period;

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. A certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association, if any;

(f) cause all officers or employees having fiscal responsibilities to be bonded, if it deems appropriate; and

(g) cause the Common Area and facilities to be maintained.
 ARTICLE IX

COMMITTEES

Section 1. The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as:

(a) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair, or improvement of the Properties or of any Common Area or facilities, and shall perform such other function as the Board, in its discretion, determines;

(b) A Publicity Committee which shall inform the members of all activities and functions of the Association, and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the Association;

(c) An Audit Committee which shall supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting, as provided in Article XI, Section 8(d). The Treasurer shall be an ex officio member of the Committee;

(d) A Water and Sewer District Committee which shall work in cooperation with the Board of Directors and legal counsel for the Association in developing or causing to be developed and maintained a water and/or sanitary sewer district for servicing the Properties; and

(e) A Recreation Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines.

Section 2. It shall be the duty of each committee to receive comments and suggestion from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such comments and suggestions as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.
 ARTICLE X

MEETINGS OF MEMBERS

Section 1. Annual Meetings. The regular annual meeting of the members shall be held on the second Saturday of the month of March unless changed by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held on the first Saturday following which is not a legal holiday.

Section 2. 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 the members who are entitled to vote one-fourth of all of the votes of the entire membership. Written notice of each special meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the members's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and the purpose of the meeting.

Section 3. Regular Meetings. Regular meetings of the members shall be held without notice coincident with the regular meetings of the Board of Directors.

Section 4. Quorum. The presence at all meetings of members entitled to cast, or of proxies entitled to cast, one-tenth 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. 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 be represented.

Section 5. 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. Every proxy shall be revocable and shall be automatically cease upon conveyance by the member of his Lot.

Section 6. Voting. Owners are entitled to one vote for each Lot owned. Suspension under Article III, Section 2, of these By-Laws shall make suspended members ineligible to vote.
 ARTICLE XI

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be president, vice-president, secretary, and treasurer, who shall at all times be members of the Board of Directors, and such other officers for which the Board may, from time to time by resolution, provide.

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. The officers of this Association shall be elected annually by the Board, and each shall hold office for one year unless sooner resigned, removed, or is otherwise disqualified from serving.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association 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 by 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 in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

(a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolution 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 for more than fifty dollars.
(b) Vice-President. The Vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the board.

(c) Secretary. 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 Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association, together with their addresses; and shall perform such other duties as required by the Board.

(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made 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 XII

ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. By the terms of the Declaration, each member is deemed to covenant and agrees to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements, and (3) other special assessments. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs, and reasonable attorney fees, shall also be the personal obligation of the person who was the Owner of such property at the time the assessment fell due and shall not pass as a personal obligation to his successors in title unless expressly assumed by them.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the health, safety, welfare and recreation of the residents in the Properties, and in particular, for the improvement and maintenance of the Properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Properties.
Section 3. Basis and Maximum of Annual Assessments. The maximum annual assessment shall be initially established at $25.00 per Lot.

(a) The maximum annual assessment may be increased above that established initially by a vote of the members; provided that any such change shall have the assent of two-thirds of the votes of the members who are eligible to vote under Article X, Section 6 and who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more then 60 days in advance of the meeting. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.

(b) After consideration of current costs and future need of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any acquisition of real or personal property, construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Properties or to benefit the Properties, including the necessary fixtures and personal property related thereto, and also including without limitation costs necessary for the creation of special waste and/or sanitary sewer districts and the construction of central facilities therefor, provided that any decision to make a capital improvement shall require the assent of two-thirds of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting setting forth the purpose of meeting. If the required vote is cast in favor of making the capital improvement, the estimated cost therefor shall be prorated among all Lots and a special assessment in the prorated amount shall be levied against each Lot. Special assessments shall not be payable by the developer for Lots owned by it but all special assessments levied against such Lots shall accumulate and shall be payable by the purchaser in the cumulative amount upon the sale of such Lots by the Developer.

Section 5. Other Special Assessments. Special Assessments may also be levied for other purposes if proposed by the Board or by written petition of ten percent of the members and assented to by the membership in the same manner as that set out in Section 4 of this Article.
Section 6. Uniform Rate. Both annual and special assessments shall be fixed at a uniform rate for all Lots and may be collected on a monthly, quarterly or annual basis as determined by the Board of Directors.

Section 7. Quorum for Any Action Authorized Under Sections 3, 4 and 5. At the first meeting called, as provided in Sections 3, 4 and 5 hereof, the presence at the meeting of members or of proxies entitled and eligible under Article X, Section 6, to cast two-thirds of all the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 3 and 4, and the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty days following the preceding meeting.

Section 8. Due Date of Annual Assessments. The annual assessment provided for herein shall become payable as to all members and their Lots on the first day of January. The annual assessment payable upon such sale of a Lot by the Developer shall be adjusted according to the number of months remaining in the calendar year at the time of the conversion. The Board of Directors may fix the amount of the annual assessment against each Lot subject thereto at any time during each annual assessment period. Written notice of the annual assessments shall be sent to every Owner subject thereto. The due dates therefor shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the membership fee and/or assessments for a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9. Effect of Non-Payment of Assessments: Remedies of the Association. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within 30 days after the due date, the unpaid amount shall bear interest from the date of delinquency at the rate of twelve percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the records and foreclose the lien against the property. Interest, costs, and reasonable attorney fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by declining membership in the Association, by nonuse of the Common Area or facilities or by abandonment of his Lot.
Section 10. Subordinating of the Lien to Mortgages. The lien of the assessments provided for herein shall be superior to all other liens and encumbrances except tax and special improvement district assessment liens and except all sums unpaid on a first mortgage or first deed of trust of record. Sale or transfer of any Lot shall not affect a lien. However, the sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which become due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

Section 11. Exempt Property. The following property subject to the Declaration shall be exempt from the assessments created therein: (a) all properties dedicated to and accepted by a local public authority, and (b) the Common Area and facilities, if any. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.


ARTICLE XIII

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.


ARTICLE XIV

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: The Homestead Homeowners Association.


ARTICLE XV

AMENDMENTS

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control, and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

ARTICLE XVI

MISCELLANEOUS

The fiscal year of the Association 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. The first annual meeting of the Association shall be deemed to have been held on February 7, 1972.

March 1976

BY-LAWS

OF

THE HOMESTEAD HOMEOWNERS ASSOCIATION

As Amended March 1976


ARTICLE I

NAME AND LOCATION


The name of the corporation is The Homestead Homeowners Association, hereinafter referred to as the "Association." The principal office of the corporation shall be located at 1100 Writers Center IV, 1720 S. Bellaire St., Denver, Colorado 80222, but meetings of members and directors may be held at such places within the State of Colorado as may be designated by the Board of Directors.


ARTICLE II

DEFINITIONS

Section 1. "Association" shall mean and refer to The Homestead Homeowners Association, its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Protective Covenants for the subdivision known as The Homestead, Unit I, Jefferson County, Colorado, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. "Member" shall mean and refer to every person or entity who holds a membership in the Association.

Section 6. "Honorary Member" shall mean and refer to every person or entity who is not an owner of a lot within the Properties but who holds a non-paying membership in the Association.

Section 7. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract buyers not of record where the Developer is the fee owner of record, but excluding those having such interest merely as security for the performance of an obligation.

Section 8. "Developer" shall mean and refer to Mariposa Associates, including Buffalo Park Development Company, and their successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development and initial sale.

Section 9. "Declaration" shall mean and refer to the Declaration of Protective Covenants applicable to the Properties recorded in the Office of Clerk and Recorder of the County of Jefferson, State of Colorado, on May 21, 1971, at Book 2262, page 307, and as thereafter amended.


ARTICLE III

MEMBERSHIP

Section 1. Membership. Every person or entity, except the Developer, who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract buyers not of record, shall be a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security of the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership. It is the intent of the Association that the Developer (Mariposa Associates, including Buffalo Park Development Co.) be excluded from membership in this Association even though the Developer is the owner of some unsold Lots at the time these By-Laws were adopted and the Articles of Incorporation were filed.

Section 2. Suspension of Membership. During any period in which a member shall be in default in the payment of the initial Membership Fee or of any annual or special assessment levied by the Association, the voting rights and right of such member to use the Common Area, if any, may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed one month for violation of any of the protective covenants set forth in the Declaration or of any rules and regulations established by the Board of Directors governing the use of any Lot or of Common Area or facilities.

Section 3. Honorary Membership. The Association shall be empowered to confer an honorary membership upon any person or entity who is not an owner of a Lot within the Properties and who is selected for such honor by the Association. Honorary members shall be entitled to all the rights and privileges of the Association, but shall not be subject to any membership fee or assessments provided for herein.


ARTICLE IV

PROPERTY RIGHTS: RIGHTS OF ENJOYMENT

Each member shall be entitled to the use and enjoyment of the Common Area and facilities, if any. Any member may delegate his rights of enjoyment of such Common Area and facilities to the members of his family, his tenants or contract buyers, who reside on the property. Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.


ARTICLE V

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of six directors who shall be members of the Association, preferably members who reside within the subdivision Properties.

Section 2. Election. At each annual meeting, the members shall elect two directors for terms of three years.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. Any director may be reimbursed, however, for his actual expenses incurred in the performance of his duties.

Section 5. 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 VI

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three days' notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. The president of the Association shall vote at a meeting of directors only if the votes of the other directors are tied.


ARTICLE VII

NOMINATION AND ELECTION OF DIRECTORS

Section 1. 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. The Nominating Committee shall be appointed by the President at least 30 days prior to each annual meeting, to serve until the close of each 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 shall be made from among the members of the Association.

Section 2. Election. Election to the Board of Directors shall be 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 provisions of the Articles of Incorporation and Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Members under suspension according to Article III, Section 2 of these By-Laws shall not be permitted to vote.


ARTICLE VIII


POWERS AND DUTIES OF THE BOARD OF DIRECTORS

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

(a) enforce the protective covenants established in the Declaration and amendments thereto,

(b) adopt and publish rules and regulations governing the use of any Common Area and facilities, the personal conduct of the members and their guest thereon; and penalties for the infraction thereof;

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provision of these By-Laws, the Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such Director shall be absent from three consecutive, regular meetings of the Board of Directors; and

(e) employ an independent contractor or such other employees as they deem necessary, and prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth of the members who are entitled to vote;

(b) supervise all officers, agents and employees of this Association, and see that their duties are properly performed;

(c) as more fully provided herein, and in the Declaration to:

(1) fix the amount of the annual assessment against each Lot at least 30 days in advance of each annual assessment period, as hereinafter provided in Article XII; and

(2) send written notice of each assessment to every Owner subject thereto at least 30 days in advance of each annual assessment period;

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. A certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property owned by the Association, if any;

(f) cause all officers or employees having fiscal responsibilities to be bonded, if it deems appropriate; and

(g) cause the Common Area and facilities to be maintained.



ARTICLE IX

COMMITTEES

Section 1. The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as:

(a) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair, or improvement of the Properties or of any Common Area or facilities, and shall perform such other function as the Board, in its discretion, determines;

(b) A Publicity Committee which shall inform the members of all activities and functions of the Association, and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the Association;

(c) An Audit Committee which shall supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting, as provided in Article XI, Section 8(d). The Treasurer shall be an ex officio member of the Committee;

(d) A Water and Sewer District Committee which shall work in cooperation with the Board of Directors and legal counsel for the Association in developing of causing to be developed and maintained a water and/or sanitary sewer district for servicing the Properties; and

(e) A Recreation Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines.

Section 2. It shall be the duty of each committee to receive comments and suggestion from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such comments and suggestions as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.


ARTICLE X

MEETINGS OF MEMBERS

Section 1. Annual Meetings. The regular annual meeting of the members shall be held on the Saturday closest to the anniversary date of the incorporation of the Association, at the hour of 1:30 o'clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first Saturday following which is not a legal holiday.

Section 2. 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 the members who are entitled to vote one-fourth of all of the votes of the entire membership. Written notice of each special meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the members's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and the purpose of the meeting.

Section 3. Regular Meetings. Regular meetings of the members shall be held on without notice coincident with the regular meetings of the Board of Directors.

Section 4. Quorum. The presence at all meetings of members entitled to cast, or of proxies entitled to cast, one-tenth of the votes of the membership shall constitute a quorum for any action except as otherwise provided int the Articles of Incorporation, the Declaration, or these By-Laws. 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 be represented.

Section 5. 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. Every proxy shall be revocable and shall be automatically cease upon conveyance by the member of his Lot.

Section 6. Voting. Owners are entitled to one vote for each Lot owned. Suspension under Article III, Section 2, of these By-Laws shall make suspended members ineligible to vote.


ARTICLE XI

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be a president, vice-president, secretary, and treasurer, who shall at all times be members of the Board of Directors, and such other officers for which the Board may, from time to time by resolution, provide.

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. The officers of this Association shall be elected annually by the Board, and each shall hold office for one year unless sooner resigned, removed, or is otherwise disqualified from serving.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association 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 by 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 in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolution 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 for more than fifty dollars.

Vice-President. The Vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the board.

Secretary. 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 Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association, together with their addresses; and shall perform such other duties as required by the Board.

Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made 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 XII

ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. By the terms of the Declaration, each member is deemed to covenant and agrees to pay to the Association: (1) a membership fee of $40.00, (2) annual assessments or charges, and (3) special assessments for capital improvements. The membership fee and the annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such membership fee and assessment, together with such interest, costs, and reasonable attorney fees, shall also be the personal obligation of the person who was the Owner of such property at the time the assessment fell due and shall not pass as a personal obligation to his successors in title unless expressly assumed by them.

Section 2. Purpose of Membership Fee and Assessments. The membership fees and assessments levied by the Association shall be used exclusively for the purpose of promoting the health, safety, welfare and recreation of the residents in the Properties, and in particular, for the improvement and maintenance of the Properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Properties.

Section 3. Membership Fee. The membership fee shall be a one-time charge of $40.00 per Lot payable by the members of the Association who are the owners of such Lot. One membership fee shall be paid for each Lot even though a member or members own more than one Lot. Lots owned by the Developer shall not be charged a membership fee while owned by the Developer, but the membership fee for such Lots shall be payable by the purchasers of such Lots from the Developer.

Section 4. Basis and Maximum of Annual Assessments. The maximum annual assessment shall be initially established at $25.00 per Lot.

(a) The maximum annual assessment may be increased above that established initially by a vote of the members; provided that any such change shall have the assent of two-thirds of the votes of the members who are eligible to vote under Article X, Section 6 and who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more then 60 days in advance of the meeting. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.

(b) After consideration of current costs and future need of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.

Section 5. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any acquisition of real or personal property, construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Properties or to benefit the Properties, including the necessary fixtures and personal property related thereto, and also including without limitation costs necessary for the creation of special waste and/or sanitary sewer districts and the construction of central facilities therefor, provided that any decision to make a capital improvement shall require the assent of two-thirds of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more than 60 days in advance of the meeting setting forth the purpose of meeting, If the required vote is cast in favor of making the capital improvement, the estimated cost therefor shall be prorated among all Lots and a special assessment in the prorated amount shall be levied against each Lot. Special assessments shall not be payable by the developer for Lots owned by it but all special assessments levied against such Lots shall accumulate and shall be payable by the purchaser in the cumulative amount upon the sale of such Lots by the Developer.

Section 6. Other Special Assessments. Special Assessments may also be levied for other purposes if proposed by the Board or by written petition of ten percent of the members and assented to by the membership in the same manner as that set out in Section 5 of this Article.

Section 7. Uniform Rate. Both annual and special assessments shall be fixed at a uniform rate for all Lots and may be collected on a monthly, quarterly or annual basis as determined by the Board of Directors.

Section 8. Quorum for Any Action Authorized Under Sections 4 and 5. At the first meeting called, as provided in Sections 4 and 5 hereof, the presence at the meeting of members or of proxies entitled and eligible under Article X, Section 6, to cast two-thirds of all the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 4 and 5, and the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty days following the preceding meeting.

Section 9. Due Date of Membership Fee and Annual Assessments. The membership fee and the annual assessment provided for herein shall become payable as to all members and their Lots on the first day of the month following the effective date of these By-Laws, and shall become payable on the first day of the month to all Lots owned by the Developer. The annual assessment payable upon such sale of a Lot by the Developer shall be adjusted according to the number of months remaining in the calendar year at the time of the conversion. The Board of Directors may fix the amount of the annual assessment against each Lot subject thereto at any time during each annual assessment period. Written notice of the annual assessments shall be sent to every Owner subject thereto. The due dates therefor shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the membership fee and/or assessments for a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9. Effect of Non-Payment of Assessments: Remedies of the Association. Any membership fees or assessments which are not paid when due shall be delinquent. If the fee or assessment is not paid within 30 days after the due date, the unpaid amount shall bear interest for the date of delinquency at the rate of twelve percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the records and foreclose the lien against the property. Interest, costs, and reasonable attorney fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the fee or assessments provided for herein by declining membership in the Association, by nonuse of the Common Area or facilities or by abandonment of his Lot.

Section 10. Subordinating of the Lien to Mortgages. The lien of the fees and assessments provided for herein shall be superior to all other liens and encumbrances except tax and special improvement district assessment liens and except all sums unpaid on a first mortgage or first deed of trust of record. Sale or transfer of any Lot shall not affect a lien, However, the sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such fees or assessments as to payments thereof which become due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any fees or assessments thereafter becoming due or from the lien thereof.

Section 11. Exempt Property. The following property subject to the Declaration shall be exempt from the assessments created therein: (a) all properties dedicated to and accepted by a local public authority, and (b) the Common Area and facilities, if any. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.




ARTICLE XIII

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.


ARTICLE XIV

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: The Homestead Homeowners Association.


ARTICLE XV

AMENDMENTS

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person of by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control, and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.


ARTICLE XVI

MISCELLANEOUS

The fiscal year of the Association 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. The first annual meeting of the Association shall be deemed to have been held on February 7, 1972.