By-Laws of the McArthur Ranch

Civic Association, Inc.

Article I. Membership

Section I. Qualifications.

Members of this Association Shall consist of every landowner and his or her spouse in the area known as McArthur Ranch including the 1st, 2nd, and 3rd filing and the Buttrell and Webster tracts; as fully described in the plats on record in the office of the clerk and recorder of the of Douglas county.

Section 2. Classes of Membership.

Association membership shall be classed as active, inactive and honorary.

a.  Active members are those persons who have paid all of their homeowner dues and are otherwise in good standing. These members are entitled to vote and hold office in the Association.

b.  Inactive members are those individuals who have not paid their association dues and therefore are not allowed to vote or hold office.

c.  Honorary members are those persons, other than defined above, who are elected to active membership by unanimous vote of the board. Honorary members shall not be required to pay dues.

Article II. Financial

Section 1. Dues.

Annual dues shall be set by the Board of Directors and shall be payable on or before the first business meeting in May. The dues may be changed by a two-thirds vote from active members present at a regular or special meeting.

Section 2. Fiscal Year.

The fiscal year of the Association shall be from Jan 1 to Dec 31 of each year. No bills, obligations or liens can be created without the approval of the Board of Directors.

Article III. Meeting

Section 1. Regular Business Meetings.

Regular meetings of the Association membership shall be held semiannually in May and November. The notification of the time and place of such meetings shall be given by the Board of Directors at least seven days in advance of the meeting. Election of the new board members shall occur during the November meeting.

Section 2. Special Meetings.

At other times during the year it is suggested the special informational and planning meeting be held depending on need. Other special emergency meetings may be called by the Board of Directors or at the petition of at least one-third of the active members. Notification of any special meeting will be similar to the notification for regular meeting as outlined above.

Section 3. Quorum.

One-third of the active members of the Association shall constitute a quorum for any regular or special meeting.

Section 4. Voting.

The owner of each lot shall be entitled to one vote for each lot owned providing he or she has paid dues for that lot. When more than one person owns a lot, those owners of that lot cumulatively will have one vote. No other cumulative, proportional or proxy voting is allowed.

Section 5. The Presiding Officer.

The president or in his or her absence, the vice-president shall preside over all of the membership meetings. Robert's "Rules of Order" shall govern all procedural matters at all association meetings.

Article IV. Directors and Officers

Section I. The Officers.

The Board of Directors of the Association shall consist of the President, the Vice President, Secretary, Treasurer and a Member at Large; all of whom shall be elected in November for the following year. Each of these officers will have one vote on the board. The Past President, upon request of the board, may serve as a nonvoting board member and a consultant to the board.

a.  President. The President shall act as the general executive officer of the Association, presiding at all of the meetings of the Association and appointing, with the advice of the Board, such non-elected officers, employees and committees as are deemed necessary

b.  Vice-President. The Vice-President shall perform the duties of the President in event of his or her absence, resignation, or disability.

c.  Secretary. The Secretary shall have charge of all of the records, documents and correspondence of the Association. He or she shall keep records of the proceedings of the Board of Directors and of all the regular and special meetings of the Association.

d.  Treasurer. The Treasurer shall deposit all moneys and payout checks or drafts from a depository selected by the Board and shall keep adequate and accurate records of all the financial dealing of the Association. He or she shall make regular reports to the Board and at the meetings of the Association. Checks of $500 or greater shall require the approval of the President or Vice-President. The Board shall have the option and may ask the Treasurer to enter into an adequate surety bond if deemed necessary.

e.  The Member at Large. The Duties of the Member at Large shall be assigned by the President of the Board, and may include heading up subcommittees, handling special correspondence and other duties deemed necessary. He or she will have a tie breaking vote on Board decisions.

f.  The Past-President. With the mutual agreement of the Board and Past-President, he or she may serve as a nonvoting Board member and consultant to the Board assuring a continuity of Board affairs.

Section 2. Powers and Duties.

The Board of Directors shall preserve, protect and promote the interest of the Association and shall formulate and execute the policies of the Association in accordance with the will of the majority of the members and, at the same time, preserve and protect the interest of the minority members. The Board shall supervise all transactions, transfers, assignments or sale of any real or personal property of the Association not to exceed the sum of the membership dues for the current fiscal year. Transaction greater than this amount requires the consent of one third of the voting members of the Association. The Board shall require an audit of the books of the Treasurer at least once a year.

Section 3. Election and Terms officers

a.  The five voting officers on the Board of Directors shall be elected for two year terms with three officers elected in even years and two officers elected in odd years. No member shall serve more than four consecutive years on the Board of Directors without the express approval of at least one third of the active membership of the Association.

b.  At least one month prior to the regular November meeting, The Board of Directors shall select a nominating committee who will propose a slate of nominees to replace the retiring Board members and this slate will be stated in the written notice for the November meeting. Any active member during the November meeting may make additional nominees from the floor. Officers shall be elected by majority vote of the active members present at the meeting. The new elected officers shall begin serving their terms on January 1 of the following year. In the event that a vacancy occurs on the Board of Directors, such vacancy shall be filled by appointment of the Board and any Director so appointed shall serve the unexpired term of the vacancy.

Section 4. Meetings of the Board of Directors.

Regular meetings of the Directors shall be held at least once each quarter of the fiscal year. Special meetings of the Board may be called as deemed necessary by the President or by the majority of the board members.

Section 5. Quorum.

A majority of the members of the Board shall constitute a quorum for the transaction of business by the Board of Directors

Section 6. Architectural Committee.

The Board of directors shall appoint three residents from the active members of filling 3 of the covenants to serve a term of two years on a standing architectural committee. The duties of this committee shall be to ensure that all new construction meets the guidelines of the Association covenant.

Article V. Amendments.

Amendments to these by-laws may be made by an affirmative two-thirds vote of the active members present at any regular or special meeting of the Association. Proxy votes will only be allowed for amendments to the bylaws and for issues felt to be of such importance that two thirds of the homeowners deem this necessary.

Article VI. Covenants

If any conflicts arise between these bylaws and the different covenants of McArthur ranch, the rule of the covenants shall prevail.

Approved February 26, 1974

Amended November 10, 1987

Amended