Park Forest Homeowners Association

AMENDED AND RESTATED BYLAWS

PARK FOREST HOMEOWNERS ASSOCIATION, INC. BYLAWS

1ARTICLE . INTRODUCTION AND PURPOSE
These are the Amended and Restated Bylaws of the Park Forest Homeowners Association, Inc., which Association operates under the Colorado Revised Nonprofit Corporation Act, as amended, and applicable portions of the Colorado Common Interest Ownership Act, as amended (the "Act").

The purposes for which the Association is formed are to operate and govern the community known as Park Forest; to provide for the administration, maintenance, preservation and architectural review of the Lots and Common Area within the Park Forest Community; and to promote the health, safety, welfare and recreation of the Owners within the Park Forest Community.

2ARTICLE . DEFINITIONS
"Act" shall mean the Colorado Common Interest Ownership Act, C.R.S. § 38-33.3-101 et. seq., as it may be amended, to the extent it applies to common interest communities established prior to July 1, 1992.

"Association" shall mean and refer to the Park Forest Homeowners Association, Inc., its successors and assigns.

"Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners, if any.

"Community" or "Park Forest Community" shall mean the Park Forest Homeowners Association, Inc., as further defined by the recorded plats and the legal descriptions contained therein, and the Members of the Association.

"Declaration" shall mean and refer to the Declaration of Covenants and Restrictions , as amended, applicable to the Properties recorded in the office of the Clerk and Recorder of the City and County of Denver, Colorado.

"Lot" shall mean and refer to any plot of land shown upon any recorded Subdivision Map of the Properties with the exception of any Common Areas, if any.

"Governing Documents" shall mean the Articles of Incorporation, the Bylaws, the Declaration, and Protective Covenants of the Park Forest Homeowners Association, Inc., as they may be amended.

"Member" shall mean and refer to those persons entitled to membership as provided in the Declaration and as set forth herein.

"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 sellers, but excluding those having such interest merely as security for the performance of an obligation.

"Properties" shall mean and refer to all of the real property described in or which is subject to the Governing Documents of the Park Forest Homeowners Association, Inc.

3ARTICLE . MEMBERSHIP
3.1 Section Membership. Every person who is a record owner of a fee interest in any Lot subject to the Governing Documents of the Park Forest Community shall be a Member of the Association. When more than one (1) person holds an interest in a Lot, all persons holding a fee interest shall be Members. The foregoing is not intended to include persons or entities holding 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 the Association's Governing Documents. Ownership of a Lot shall be the sole qualification for membership.
3.2 Section Voting Rights. There shall be one (1) vote for each Lot. Fractional voting is prohibited. Cumulative voting is also prohibited.
3.3 Section Suspension of Voting Rights. During any period in which a Member shall be in default in the payment of any Common Expense Assessment, including interest, late fees, attorney fees and costs, levied by the Association, the voting rights of such member shall be deemed suspended by the Board of Directors not in good standing, without notice or hearing, until such assessment has been paid. Such voting rights of a member may also be suspended, after notice and the opportunity for a hearing, during any period of violation of any other provision of the Governing Documents.
3.4 Section Rights of Members/Delegation of Rights. Each member shall be entitled to the use and enjoyment of the Common Area as provided in the Declaration. Any member may delegate his rights of enjoyment of the common area to his family members, guests, tenants, and invitees who reside on the property.
4ARTICLE . MEETINGS OF MEMBERS
4.1 Section Annual Meetings. An annual meeting of the Members shall be held during each of the Association's fiscal years, at such time of the year and date as determined by the Board and set forth in the notice of the meeting. At these meetings, the Directors shall be elected by the Members, in accordance with the provisions of these Bylaws, the Declaration and Articles of Incorporation, or as otherwise determined by the Members present in person at the meeting. The Members may transact other business as may properly come before them at these meetings. Failure to hold an annual meeting shall not be considered a forfeiture or dissolution of the Association.
4.2 Section Special Meetings. Special meetings of the Association may be called by the President, by a majority of the members of the Board of Directors or by a petition signed by Owners comprising twenty-five percent (25%) of the votes in the Association.
4.3 Section Budgets and Budget Meeting.
(a) Meetings of Unit Owners to consider proposed budgets shall be called in accordance with the Declaration and CCIOA, and all expenses expressly declared or allowed to be common expenses by the Declaration, or the Bylaws of the Association, shall be assessed as common expenses as provided in the Declaration. The budget process provided for in the Declaration, and under CCIOA, allows the entire membership to veto a budget proposed for the Park Forest Community if at least a majority of the votes of the membership vote against the budget as proposed by the Executive Board.
(b) The budget process of the Association allows the entire membership to veto a budget adopted by the Executive Board by at least thirty percent (30%) of the Owners. The budget process to be followed is as follows: The Executive Board of the Association is to prepare and preliminarily approve a proposed budget for the entire community at least annually. Then, within thirty (30) days after the Executive Board's adoption of a proposed budget for the community or a class of Owners, the Executive Board must mail or deliver a summary of that proposed budget to the Owners subject to it and set a date for a special or annual meeting of the Owners to consider ratification of the proposed budget. This budget meeting can be combined with the annual meeting. Notice for the meeting at which a proposed budget will be considered must be mailed not less than fourteen (14) days nor more than sixty (60) days before the meeting. At the meeting, unless the proposed budget is vetoed by Owners by at least a thirty percent (30%) vote, the proposed budget is ratified and becomes approved. State law does not require that a quorum of owners be present at the meeting, if the meeting is just a budget meeting, but does require a quorum if the meeting is also an annual meeting. In the event a proposed budget is rejected by the applicable vote, the budget last ratified by the Association is continued until such time as the Association ratifies a subsequent budget proposed by the Executive Board.

4.4 Section Notice of Meetings. Written notice of each meeting of 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 ten (10) days before, but not more than fifty (50) days before such meeting, or by any other means permitted by the Colorado Revised Nonprofit Corporation Act, including, but not limited to, personal delivery, facsimile, and e-mail delivery, to each Member entitled to vote, addressed to the Member'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, in the case of a special meeting, the purpose of the meeting. No matters shall be heard nor action adopted at a special meeting except as stated or allowed in the notice.
4.5 Section Place of Meetings. Meetings of the Members shall be held in the Park Forest Community, or in any other location in the Denver metropolitan area, and may be adjourned to a suitable place convenient to the Members, as may be designated by the Board or the President.
4.6 Section Quorum of Members. The presence of ten percent (10%) of the Members eligible to vote at any meeting, in person or by proxy, shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, and these Bylaws. If the required quorum is not present, the Members who are present shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting to a later date until a quorum shall be present or represented.
4.7 Section Voting. At all meetings of Members, each Member eligible to vote may vote in person or by proxy. If only one of several Owners of a Lot is present at a meeting of the Association, the Owner present is entitled to cast the vote allocated to such Lot. If more than one of the Owners is present, the vote allocated to the Lot may be cast only in accordance with the agreement of a majority of those Owners. Majority agreement exists if any one of the Owners casts the vote allocated to the Lot without protest being made promptly to the person presiding over the meeting by another Owner of the Lot. The vote of a corporation or business trust may be cast by any officer of that corporation or business trust in the absence of express notice of the designation of a specific person by the Board of Directors or bylaws of the owning corporation or business trust. The vote of a partnership may be cast by any general partner of the owning partnership in the absence of express notice of the designation of a specific person by the owning partnership. The moderator of the meeting may require reasonable evidence that a person voting on behalf of a corporation, partnership or business trust Owner is qualified to vote. Votes allocated to Lots owned by the Association may not be cast. Fractional voting is not permitted. Cumulative voting is also prohibited.
4.8 Section Proxies for Members Meetings. The vote allocated to a Lot may be cast under a proxy duly executed by an Owner. All proxies shall be in writing and filed with the Secretary or designee of the Association. If a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the casting of the vote by the other Owners of the Lot through a duly executed proxy. An Owner may revoke a proxy given under this section by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated. A proxy terminates eleven (11) months after its date, unless it specifies a shorter term or a specific purpose, or upon sale of the Lot for which the proxy was issued.
4.9 Section Majority Vote. The vote of more than fifty-one percent (51%) of Members represented at a meeting at which at least a quorum is present shall constitute a majority and shall be binding upon all Owners for all purposes except where a higher percentage vote is required in the Declaration, these Bylaws, the Articles of Incorporation, as amended, or by law.

4.10 Section Order of Business and Rules at Meeting. The Board may establish the order of business and prescribe reasonable rules for the conduct of all meetings of the Board or Members. The order of business at all meetings of Members shall be conducted pursuant to Robert's Rules of Order, Newly Revised, as follows:
(a) Roll call (or check-in procedure);
(b) Proof of notice of meeting or waiver of notice;

(c) Reading of minutes and correspondence;
(d) Treasure's report of financial condition and budget status;
(e) Executive report;
(f) Optional reports of officers and committee members;
(g) Election of directors, where applicable;
(h) Review of or report on the budget;
(i) Unfinished business;
(j) New business;
(k) Approval of actions of Board of Directors.

4.11 Section Rules at Meeting. All meetings shall be conducted pursuant to Robert's Rules of Order, Newly Revised.
4.12 Section Waiver of Notice. Any Member may, at any time, waive notice of any meeting of the Members in writing, and the waiver shall be deemed equivalent to the receipt of notice. Attendance at the meeting shall constitute a waiver of notice unless attendance is for the express purpose of objecting to the sufficiency of the notice.
4.13 Section Voting. Voting may be by voice, by mail, by electronic means, or by written ballot, at the option of the Board of Directors except, that the election of Directors, when there is more than one (1) candidate for each director position to be elected, shall be by secret, written ballot.
4.14 Section Voting by Mail in Lieu of a Meeting. The Board of Directors may decide that voting of the Members on any matter required or permitted by the statutes of Colorado, the Declaration, the Articles of Incorporation, or these Bylaws shall be by mail instead of at a meeting. In case of a vote by mail, the Secretary shall mail written notice to all Members at each Member's address as it appears in the records of the Association. The notice shall include: (i) a proposed written resolution setting forth a description of the proposed action, (ii) a statement that Members are entitled to vote by mail for or against such proposal, and (iii) a date at least thirty (30) days after the date such notice shall have been given on or before which all votes must be received at the office of the Association at the address designated in the notice. Voting by mail shall be acceptable in all instances in the Declaration, Articles or these Bylaws requiring the vote of Members at a meeting, except the election of Directors.
The Board of Directors may conduct elections of Directors by mail, or electronic means, in its sole discretion and pursuant to procedures adopted by it; provided however, that any procedures adopted shall provide for notice to members of the opportunity to run for a vacant position and/or nominate any member of the Association for a vacant position, subject to the nominated Member's consent.

5ARTICLE . BOARD
5.1 Section Number and Qualification. The affairs of the Park Forest Homeowners Association, Inc. shall be governed by a Board of Directors which shall consist of seven (7) Members, elected or appointed as provided below (the "Board"). The Board will consist of one (1) Director from each of the six (6) geographic regions in the Park Forest Community, and one (1) Directors-at-Large. Only Owners, eligible to vote, current in the payment of assessments, and otherwise in good standing, may be elected to, or appointed to fill a vacancy on the Board. No two Owners residing on the same Lot shall simultaneously serve on the Board. In the case where through removal or resignation, the total number of Board members is less than seven (7), the Board will be considered properly constituted until such vacancies are filled. The number of members of the Board may be increased or decreased by amendment of these Bylaws. If any Lot is owned by a partnership or corporation, any officer, partner or employee of that Member shall be eligible to serve as a Director and shall be deemed to be a Member for the purposes of these Bylaws.
5.2 Section Nominating Committee. 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 chairperson, 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 Board of Directors three (3) months prior to each annual meeting of the Members, to serve until the close of the annual meeting. Nominating Committee members shall be announced at 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 from among the Members only.
5.3 Section Election. Election to the Board of Directors shall be by mail or secret, written ballot, unless another procedure is agreed upon by the Members present in person at a meeting. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
5.4 Section Term of Office for Directors. The term of office of Directors shall be two (2) years or until such time as a successor is elected.
5.5 Section Removal of Directors. One or more Directors or the entire Board of Directors may be removed at a Special Meeting of Members called pursuant to these Bylaws, with or without cause, by a vote of a majority of the Members present in person. Notice of a Special Meeting of the Members to remove Directors shall be provided to every member of the Association, including the Directors sought to be removed, as set forth in these Bylaws. Directors sought to be removed shall have the right to be present at such meeting and shall be given the opportunity to speak to the Members prior to a vote to remove being taken. In the event of removal of a Director, his or her successor shall be elected by the Members at this meeting and shall serve for the unexpired term of his or her predecessor. In the event of the removal of the entire Board, new Board members shall be elected by a vote of a majority of the Members present in person or by proxy. Directors so elected shall serve the unexpired term of his or her predecessor.
5.6 Section Vacancies. Vacancies on the Board caused by any reason (other than removal) may be filled by appointment by a majority vote of the Board at any time after the occurrence of the vacancy, even though the Directors present at that meeting may constitute less than a quorum. Each person so appointed shall be a Director who shall serve for the remainder of the unexpired term.
5.7 Section Compensation.
5.8 No Director shall receive compensation for any service he or she may render as a Director to the Association. However, any Director may be reimbursed for actual expenses incurred in the performance of Association duties.
6ARTICLE . MEETINGS OF DIRECTORS
6.1 Section Regular Meetings. Regular meetings of the Board of Directors shall be held at such times, place and hour as may be fixed by the Board. The Board may set a schedule of regular meetings by resolution, and no further notice is necessary to constitute regular meetings. All meetings of the Board shall be held within the Denver metropolitan area unless all Directors consent in writing to another location.
6.2 Section 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 (3) days' notice to each Director. The notice shall be delivered in a manner whereby confirmation of receipt of the notice is received, and shall state the time, place and purpose of the meeting.
6.3 Section Waiver of Notice. Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Board shall constitute a waiver of notice. If all the Directors are present at any meeting, no notice shall be required, and any business may be transacted at such meeting.
6.4 Section Quorum. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business, unless there are fewer than three (3) Directors, in which case all Directors must be present to constitute a quorum. The votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute a decision of the Board unless there are fewer than three (3) Directors, in which case, unanimity of the Directors is required to constitute a decision of the Board. If at any meeting there shall be less than a quorum present, a majority of those present may adjourn the meeting.
6.5 Section Proxies for Board Meetings. For the purposes of determining a quorum with respect to a particular proposal and for the purposes of casting a vote for or against that proposal, a Director may execute, in writing, a proxy to be held by another Director. The proxy shall specify either a yes, no, or abstain vote on each particular issue for which the proxy was executed. Proxies which do not specify a yes, no, or abstain vote shall not be counted for the purpose of having a quorum present nor as a vote on the particular proposal before the Board.
6.6 Section Consent to Corporate Action. The Directors shall have the right to take any action in the absence of a meeting, which they could otherwise have taken at a meeting, by obtaining the written vote of all of the Directors, with at least a majority of the Directors approving the action, provided that those Directors who vote "no" or abstain from voting have waived notice of a meeting in writing. Any action so approved shall have the same effect as though taken at a meeting of the Directors. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
6.7 Section Telephone Communication in Lieu of Attendance. A Director may attend a meeting of the Board by using an electronic or telephonic communication method whereby the Director may be heard by the other Members and may hear the deliberations of the other Members on any matter properly brought before the Board. The Director's vote shall be counted and the presence noted as if that Director were present in person on that particular matter.
7ARTICLE . POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 Section Powers and Duties. The Board may act in all instances on behalf of the Association, except as provided in the Declaration and these Bylaws or the Act. The Board shall have, subject to the limitations contained in the Declaration, and the Act, the powers and duties necessary for the administration of the affairs of the Association and of the Park Forest Community, and for the operation and maintenance of the community as a first class residential property, including the following powers and duties:
(a) Exercise any other powers conferred by the Declaration, Bylaws or Articles of Incorporation;
(b) Adopt and amend rules and regulations, including penalties for infraction thereof;
(c) Adopt and amend budgets for revenues, expenditures and reserves and to fix the amount of the monthly assessment against each Lot at least thirty (30) days in advance of the initial monthly assessment;
(d) Keep and maintain full and accurate books and records showing all of the receipts, expenses, or disbursements of the Association;
(e) Cause to be kept a complete record of all of the Association's acts and corporate affairs and present a statement thereof to the Members at the annual meeting or at any special meeting of the Members;
(f) Collect assessments as provided by the Declaration, these Bylaws, or pursuant to rules and regulations adopted by the Board of Directors;
(g) Employ a manager, an independent contractor, or such other employees as it deems necessary, and prescribe their duties;
(h) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Declaration, Bylaws or Rules, and, in the Association's name, on behalf of the Association or two or more Owners, on matters affecting the Park Forest Community;
(i) Make contracts, open bank accounts and incur liabilities in the name of the Association;
(j) Acquire, hold and convey, in the Association's name and in the ordinary course of business, any right, title or interest to real estate or personal property, with approval of thirty percent (30%) of the entire membership;
(k) Encumber Common Area of the Association, with approval of thirty percent (30%) of the entire membership;
(l) Borrow funds and secure such loans with an interest in future assessments, with approval of thirty percent (30%) of the entire membership;
(m) Provide for the indemnification of the Association's Officers and Directors and maintain Directors' and Officers' liability insurance;
(n) Declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors, which absences have not been excused;
(o)Supervise all Officers, agents and employees of the Association, and see that their duties are properly performed;
(p)Procure and maintain adequate liability and hazard insurance on property owned by the Association, including fire and extended coverage insurance on all Common Area improvements in an amount not less than one hundred percent (100%) of the insurable value on a replace cost basis, and utilize the proceeds from such insurance for the repair, replacement, or reconstruction of the Common Area;
(q)Cause all Officers or employees having fiscal responsibilities to be insured and/or bonded, as it may deem appropriate;
(r)Issue, or cause to be issued, upon demand, a certificate setting forth whether any assessments are outstanding, subject to a reasonable fee. Upon issuance of a certificate of assessments, that certificate shall be conclusive evidence of payment;
(s)Consult with legal counsel at least every two years regarding changes, additions and amendments which should be made to the Association's Governing Documents; and
(t)Exercise for the Association all powers, duties, rights and obligations in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, the Declaration or the Act.

7.2 Section Business Manager. The Board may employ a manager for the Park Forest Community, at a compensation established by the Board, to perform duties and services authorized by the Board. Licenses, concessions and contracts may be executed by the manager pursuant to specific resolutions of the Board and to fulfill the requirements of the budget. Regardless of any delegation to a business manager or managing agent, the members of the Board shall not be relieved of responsibilities under the Declaration, the Articles of Incorporation, these Bylaws or Colorado law. The Board shall have the authority to delegate any of the powers and duties set forth in this Article to a manager.
7.3 Section No Waiver. The omission or failure of the Association or Owner to enforce the covenants, conditions, easements, uses, limitations, obligations, or other provisions of the Declaration, the Bylaws, or the rules and regulations shall not constitute or be deemed a waiver, modification, or release thereof, and the Board or the Managing Agent shall have the right to enforce the same at any time.
8ARTICLE . OFFICERS AND THEIR DUTIES
8.1 Section Enumeration of Offices. The Officers of this Association shall be a President, Secretary and Treasurer who shall at all times be members of the Board of Directors, and such other Officers as the Board may from time to time create by resolution. No person may hold more than one of the above offices in a single term.
8.2 Section Election of Officers. The Officers shall be elected for a one (1) year term at the first meeting of the Board of Directors following each annual meeting of the Members.
8.3 Section 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.
8.4 Section Resignation and Removal. Any Officer may be removed from office with or without cause by a majority of the Board of Directors. 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. Acceptance of such resignation shall not be necessary to make it effective.
8.5 Section Vacancies. A vacancy in any office may be filled by appointment by the Board by majority vote of the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer he replaces.
8.6 Section Duties. The duties of the Officers are as follows:
(a) President. The President shall have all of the general powers and duties which are incident to the office of president of a Colorado nonprofit corporation including, but not limited to the following: preside at all meetings of the Board of Directors; appoint committees; see that orders and resolutions of the Board are carried out; sign all leases, mortgages, deeds and other written instruments; co-sign checks and promissory notes; and direct, supervise, coordinate and have general control over the day-to-day affairs of the Association.
(b) Secretary. The Secretary shall record the votes and maintain the minutes of all meetings and proceedings of the Board and of the Members; 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 perform such other duties incident to the office of Secretary or as required by the Board.
(c) Treasurer. The Treasurer shall be responsible for Association funds and securities and for keeping full and accurate financial records. The Treasurer shall cause all monies of the Association to be received and deposited in appropriate bank accounts and shall cause to be disbursed such funds as directed by resolution of the Board of Directors; shall cause to be kept proper books of account; shall sign checks and promissory notes of the Association; shall assist the Audit Committee in the preparation of an annual audit, compilation or review; shall cause to be prepared an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and cause to be delivered a copy of each to the Members present at such annual meeting. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors.

8.7 Section Delegation. The duties of any Officer may be delegated to the business manager or another Board Member; provided, however, the Officer shall not be relieved of any responsibility under this Section or under Colorado law.
9ARTICLE . COMMITTEES
9.1 Section Designated Committees. The Association may appoint such committees as deemed appropriate in carrying out its purposes, including an Architectural Review Committee, Nominating Committee, Audit Committee, Recreation Committee, Community Safety Committee and Publicity Committee. Committees shall have authority to act only to the extent designated in the governing documents or delegated by the Board.
10ARTICLE . BOOKS AND RECORDS
10.1 Section Records. The Association or its business manager or managing agent, if any, shall keep the following records:
(a) An account for each Lot, which shall designate the name and address of each Owner, the amount of each assessment, the dates on which each assessment comes due, any other fees payable by the Owner, the amounts paid on the account and the balance due;
(b) An account for each Owner showing any other fees payable by the Owner;
(c) The most recent regularly prepared balance sheet and income and expense statement, if any, of the Association;
(d) The current operating budget;
(e) A record of any unsatisfied judgments against the Association and the existence of any pending suits in which the Association is a defendant;
(f) A record of insurance coverage provided for the benefit of Owners and the Association;
(g) Tax returns for state and federal income taxation;
(h) Minutes of proceedings of meetings of the Owners, Directors, committees of Directors and waivers of notice; and
(i) A copy of the most current versions of the Declaration, Articles of Incorporation, Bylaws, rules and resolutions of the Board, along with their exhibits and schedules.

10.2 Section Examination. The books, records and papers of the Association shall at all times, during normal business hours and after reasonable notice, be subject to inspection and copying by any Member, at their expense, for any proper purpose, except documents determined by the Board to be confidential pursuant to a written policy. The Board of Directors or the manager shall determine reasonable fees for copying.
11ARTICLE . AMENDMENTS
11.1 Section Bylaw Amendments. These Bylaws may be amended by a majority of the votes submitted by Members eligible to vote, at a meeting of the Members, at which at least a quorum is present, in person or by proxy, called for that purpose. Further, an Amendment may also be made by mail, or electronic means, in lieu of a meeting pursuant to the assent of a majority of the votes returned, so long as votes from Members eligible to vote equaling at least a quorum of the Members eligible to vote are returned.
12ARTICLE . INDEMNIFICATION
12.1 Section Actions Other Than By or In the Right of the Association. The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a Director, Officer, committee member or volunteer of the Association, who is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs) judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner which such individual reasonably believed to be in the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Determination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in the best interests of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful. Section Actions By Or In The Right of The Association. The Association shall indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure judgment in its favor by reason of the fact that such person is or was a Director, Officer, committee member, or volunteer of the Association or is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which he or she reasonably believed to be in the best interests of the Association; but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his or her duty in the Association unless, and to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses if such court deems proper.
12.3 Section Successful on the Merits. To the extent that a Director, manager, Officer, committee member, volunteer, project manager, employee, fiduciary or agent of the Association has been wholly successful on the merits in defense of any action, suit or proceeding referred to in paragraphs 12.1 or 12.2 of this Article 12, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred him or her in connection therewith.
12.4 Section Determination Required. Any indemnification under paragraphs 12.1 or 12.2 of this Article 12 (unless ordered by a court) and as distinguished from paragraph 12.3 of this Article 12, shall be made by the Association only as authorized by the specific case upon a determination that indemnification of the Director, Officer, committee member or volunteer is proper in the circumstances because such individual has met the applicable standard of conduct set forth in paragraphs 12.1 or 12.2 above. Such determination shall be made by the Board of Directors by majority vote of a quorum consisting of those members of the Board who were not parties to such action, suit or proceeding or, if a majority of disinterested members of the Board of Directors so directs, by independent legal counsel in a written opinion or by Members entitled to vote thereon.
12.5 Section Payment in Advance of Final Disposition. The Association shall pay for or reimburse the reasonable expenses incurred by a former or current Director, Officer, committee member, or volunteer who is a party to a proceeding in advance of final disposition of the proceeding if the Director, Officer, committee member, or volunteer furnishes to the Association a written affirmation of the person's good faith belief that he or she has met the standard of conduct described in paragraphs 12.1 or 12.2 of this Article 12, the Director, Officer, committee member or volunteer furnishes to the Association a written understanding, executed personally or on the Director's, Officer's, committee member's or volunteer's behalf to repay the advance if it is ultimately determined that the Director, Officer, committee member or volunteer did not meet the standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under this article. The undertaking required in this paragraph shall be an unlimited general obligation of the Director, Officer, committee member, or volunteer but need not be selected and may be accepted without reference to financial ability to make repayment.
12.6 Section No Limitation of Rights. The indemnification provided by this Article 12 shall not be deemed exclusive of nor a limitation upon any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of the Members or disinterested members of the Board of Directors, or otherwise, nor by any rights which are granted pursuant to C.R.S. §38-33.3-101, et seq., and the Colorado Revised Nonprofit Corporation Act.
12.7 Section Directors and Officers Insurance.
12.8 The Association shall purchase and maintain insurance on behalf of any person who is or was a Member of the Board of Directors, an Officer of the Association, committee member, or volunteer, against any liability asserted against him or her and incurred by such individual in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify such individual against such liability under provisions of this Article 12.
13ARTICLE . MISCELLANEOUS
13.1 Section Fiscal Year. The Board has the right to establish and, from time to time, change the fiscal year of the Association.
13.2 Section Notices. All notices to the Association or the Board shall be delivered to the office of the manager, or, if there is no manager, to the office of the Association, or to such other address as the Board may designate by written notice to all Owners. Except as otherwise provided, all notices to any Owner shall be mailed to the Owner's address as it appears in the records of the Association. All notices shall be deemed to have been given when mailed, except notices of changes of address, which shall be deemed to have been given when received.
13.3 Section Audit. The Audit Committee, with the approval of the Board of Directors, shall cause to be prepared annually an audit, compilation or review. An audit shall be prepared if requested by at least thirty percent (30%) of owners, in the discretion of the committee or every three (3) years.
13.4 Section Conflicts. In the case of any conflicts between the Declaration and these Bylaws, the terms of the Declaration shall control. In the case of any conflicts between the Articles of Incorporation and these Bylaws, the terms of the Articles of Incorporation shall control.
13.5 Section Waiver. No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.
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CERTIFICATION

I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Park Forest Homeowners Association, Inc., a Colorado nonprofit corporation, and that the foregoing Amended and Restated Bylaws constitute the Bylaws of said Association, as duly adopted at a meeting of Members, held on the day of , 2000.

PARK FOREST HOMEOWNERS ASSOCIATION, INC.
a Colorado nonprofit corporation