Red Feather Lakes Property Owners Association, Inc

BY-LAWS

RED FEATHER LAKES PROPERTY OWNERS ASSOCIATION, INC.

ARTICLE I NAME

Section 1. NAME The name shall be RED FEATHER LAKES PROPERTY OWNERS ASSOCIATION, INC. herein referred to as RFLPOA.

ARTICLE II PURPOSE

Section 1. PURPOSE The Purpose shall be to promote the interests of Individuals who own property in the Red Feather Lakes area.

ARTICLE III PRINCIPAL OFFICE

Section 1. PRINCIPAL OFFICE The principal office of the RFLPOA shall be at the POA Building now located on part of Block 55, Hiawatha Heights Subdivision in Sections 28 and 29, Township 10 North, Range 73 West of the 6th PM, Larimer County, Colorado, the record title to which is in the name of this corporation. The additional building shall be known as Building #2.

ARTICLE IV MEETINGS OF MEMBERS

Section 1. REGULAR MEETINGS Regular and Special meetings of the members of the RFLPOA shall be held at 3:00 PM on the Saturday nearest Memorial Day and Labor Day, 4th of July exception at the discretion of the Board of Directors at the POA Building. Notice of these meetings may be given in the newsletters and placed upon bulletin boards in the Town of Red Feather Lakes, Colorado. Special Meetings may be called at the discretion of the Board of Directors.

Section 2. ORDER OF BUSINESS The order of business at all meetings of the membership shall be determined by the President of the Board of Directors with the approval of the rest of the Board.

Section 3. ORGANIZATION: At all meetings of the membership, the President of the Board of Directors, or in his absence, the Vice-President, shall preside. In the absence of both, another Board Member shall be chosen to preside. The Executive Secretary/Office Manager of the RFLPOA shall act as Secretary at all Board, Regular and Special meetings of the RFLPOA.

Section 4. VOTING At each meeting of the membership, every member in good standing with current dues paid, shall be entitled to one vote. In all elections for Directors, each member shall be entitled to one vote multiplied by the number of Directors to be elected, and he or she shall cast no more than one vote for any single Director. The spouse of any member shall be entitled to an additional vote as a member of the RFLPOA. A motion to table will require the aye votes of a simple majority of the members present.

A tabled motion will be presented at the next general meeting for further action.

Section 5. QUORUM: A simple majority of those present shall constitute a quorum at any Regular or Special meeting of the RFLPOA.

Section 6. LIST OF MEMBERS:, It shall be the duty of the Executive Secretary/Office Manager to make and have available at each meeting a complete list of the membership entitled to vote, arranged in alphabetical order.

ARTICLE V MEMBERSHIP

Section 1. QUALIFICATIONS FOR MEMBERSHIP Any person who is the owner of real estate which is located in the subdivisions of the Red Feather community or such locations in the community which have been added to the qualified area by action of the Board of Directors is eligible for membership. Non-voting associate memberships are available for non-property owners.

Section 2. ANNUAL DUES shall be set by the membership of the RFLPOA and shall be paid annually. This qualifies a member and spouse to membership in the RFLPOA.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. GENERAL POWERS The property, affairs and business of the RFLPOA shall be managed by a board of nine directors who shall, also, have the power to hire, terminate and designate authority to such employees as deemed necessary.

Section 2. ELECTION OF DIRECTORS The members of the Board of Directors shall be elected at the regular meeting held on the Saturday nearest to the Fourth of July to serve for a three

year term, which term shall be arranged in such a manner that three of the members of the Board shall be elected each year. The newly elected directors shall take office immediately after that meeting.

Section 3. ORGANIZATION At all meetings of the Board of Directors, the President, or in his/her absence, the Vice-President shall preside. The Executive Secretary/Office Manager shall act as Secretary at such meetings.

Section 4. VACANCIES on the Board of Directors may be filled by the remaining Board of Directors at any regular or special meeting thereof.

Section 5. PLACE OF MEETINGS The Board of Directors shall hold it's regular meetings at the POA Building and special meetings at such place or places within the State of Colorado as the Board may determine.

Section 6. MEETINGS Regular meetings of the Board of Directors shall be held at the POA Building called by the President, or in his/her absence, by the Vice-President or any two Board Members. Notice of such Board meetings shall be given to the Board members at least 48 hours in advance of the meeting.

Section 7. MANNER OF ACTING Five members of the Board of Directors shall constitute a quorum for the transaction of business. A simple majority vote shall be necessary for the passage of any resolutions.

ARTICLE VII OFFICERS

Section 1. NUMBER The officers of the RFLPOA shall be a President, 1st Vice-President, 2nd Vice President and Treasurer. An Executive Secretary/Office Manager shall be hired by the Board to participate at all meetings and as otherwise directed.

Section 2. ELECTION OF OFFICERS The Board of Directors shall elect the President, lst Vice-President, 2nd Vice-President and Treasurer at the meeting of the Board following the election of Directors at the July general meeting to hold office until the next July.

Section 3. COMMITTEES The Board of Directors may appoint such committees as they deem necessary for the function of the RFLPOA.

Section 4. COMPENSATION No Director of the RFLPOA shall receive any salary or compensation for any services performed except for the Executive Secretary/Office Manager who shall be paid a salary set by the Board of Directors.

ARTICLE VIII

DUTIES OF OFFICERS

Section 1. PRESIDENT The president shall preside at all meetings of the Board of Directors when present. He/she shall sign all contracts, deeds and other instruments executed in behalf of the RFLPOA, he/she shall perform such other duties as may be required of him/her by the Laws of the State of Colorado, By-laws and by the Board of Directors.

Section 2. lst VICE-PRESIDENT In the absence of the President or in the event of his/her disability to act, the 1st Vice-President shall possess all of the powers and perform all of the duties of the President.

Section 3. 2nd VICE-PRESIDENT, The 2nd Vice-President shall be responsible for the communications (Newsletter). See Article XIV.

Section 4. TREASURER

(a) The treasurer shall have charge of the seal of the RFLPOA, and with the President, sign all instruments authorized to be executed by the Board of Directors.

(b) The treasurer shall perform such duties as may be required by the Laws of the State of Colorado and by these By-laws and by the Board of Directors.

(c) Bingo functions including the duties as may be required of him/her by the Laws of Colorado concerning Bingo reports.

Section 5. EXECUTIVE SECRETARY/OFFICE MANAGER

(a) It shall be the duty of the Executive Secretary/Office Manager to at all times keep full and correct books of account which shall be open to the inspection of any member of the Board

of Directors; he/she shall make a detailed report annually and at such other times as may be required by the Board of Directors and shall make such other reports and statements as the Board of Directors may from time to time require. He/she shall keep on file proper vouchers and. receipts for all expenditures made by him/her.

(b) The Executive Secretary/Office Manager shall deposit, in the name of the RFLPOA, all funds and money of the RFLPOA in a bank or banks designated by the Board of Directors. No payment shall be made for and on account of any transaction unless previously authorized by the Board of Directors. Two out of three signatures required on all checks authorized by the Board of Directors.

(c) It shall be the duty of the Executive Secretary/Office Manager to keep full and accurate minutes of the proceedings of the Board of Directors and of the meetings of the members of the RFLPOA in proper books and also keep a list of the membership of the RFLPOA within a period of one year, with their names in alphabetical order.

(d) All financial records shall be kept and maintained by the Executive Secretary/Office Manager and those records be submitted for audit at the completion of each calendar year after the Treasurer has gone over the books with the Executive Secretary/Office Manager before going to audit.

ARTICLE IX

SEAL

Section 1. SEAL, The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name, to wit: Red Feather Lakes Property Owners Association, and the word Colorado, and the word Seal in the center.

ARTICLE X FISCAL YEAR

Section 1. FISCAL YEAR The fiscal year of the RFLPOA shall begin on the first day of January and end on the thirty-first day of December of each year.

ARTICLE XI

SALE OF PROPERTY

Section 1. SALE OF REAL ESTATE The real estate of the RFLPOA may be sold by authority of a two-thirds vote of the membership present at a regular meeting of the members. Exception: Fishing lots for any raffle may be bought or sold at the discretion of the Board as long as any raffle is held.

Section 2. SALE OF PERSONAL PROPERTY The Board of Directors may sell, purchase or dispose of personal property of the RFLPOA at the discretion of the Board.

ARTICLE X11

COMMUNITY BUILDINGS

Section 1. PERSON IN CHARGE The Executive Secretary/Office Manager shall take complete charge and be responsible for the use of the buildings and make a monthly report to the Board of Directors.

Section 2. AUTHORITY The Executive Secretary/Office Manager shall be authorized to keep the keys, to permit the buildings to be used for community purposes and to arrange the scheduling. Rules, regulations and rental fees for the use of buildings to be set by the Board of Directors.

Section 3. POSTING OF RULES The Executive Secretary/Office Manager shall post on the walls of each building a set of rules and regulations to be followed in the use of each building. The Executive Secretary/Office Manager is authorized to strictly enforce the rules and regulations which are posted for the use of the buildings.

ARTICLE XIII COMMUNITY WELLS

Section 1. DIRECTOR IN CHARGE The Board of Directors shall each year appoint a Director to take complete charge and be responsible for maintenance and care of the community well of the RFLPOA.

Section 2. DIRECTOR IN AUTHORITY This director shall be authorized to inspect the wells, to have charge and control of the wells and to make or authorize such repairs and improvements as needed for the wells.

ARTICLE XIV COMMUNICATIONS

Section 1. Since this is the primary vehicle that carries ideas, thoughts, concerns, attitudes and other valuable building blocks of a strong organization to join together with common goals in a diverse society, the RFLPOA considers good communication as our essential cornerstone of our organization. Avenues of expression, business and dissemination of program information shall be through at least three general meetings of the membership during times of the summer months (May through September) that are most likely to have members present and through newsletters mailed at least four times yearly. One of those mailings should be to as many area residents (part or full time) as possible, encouraging all Red Feather area property owners to join and participate in our organization. Business hours of the RFLPOA will be posted as well as the telephone numbers to call in an emergency.

ARTICLE XV EXPENDITURES

Section 1. AUTHORIZED EXPENSES The Board of Directors are authorized to expend from the funds of the RFLPOA such sums that are required for the operation of the RFLPOA.

ARTICLE XVI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. INDEMNIFICATION, To the extent permitted by law, the RFLPOA shall indemnify its Directors, Officers, and employees from all judgments, amounts paid in settlements, and all reasonable expenses including attorneys' fees resulting from or caused by any act undertaken by them when the action taken is in good faith carrying on their duties on behalf of the RFLPOA.

ARTICLE XVII

AMENDMENTS

Section 1. PARLIAMENTARY AUTHORITY The latest edition of Robert's Rules of Order newly revised shall be the Parliamentary Authority for the RFLPOA except where they are inconsistent with the Articles of Incorporation or these By-Laws.

ADDENDUM

SPECIAL COMMITTEES

Well

Bingo - Master and Workers

Community Potlucks 4th Saturday during May, June and July

4th of July

Fishing Contest Raffle

Parade Craft Show Fire Works

Princess - requirements Bar-B-Que

Newsletters

Monthly Fishing Contest

Reverse Drawing Dinner Tickets Prizes

Decorations and setup Food

Ordering and pickup

Pre Preparing

Cooking and Serving

Clean Up

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Approved Revised By-Laws as of July 3, 1998