By-laws of Highland Lakes POA, Inc.

BY-LAWS OF HIGHLAND LAKES PROPERTY OWNERS ASSOCIATION, INC.

AS AMENDED TO
September 9, 1987
January 13, 2010
October 9, 2013

ARTICLE I

NAME, ADDRESS AND MEETING PLACES: The name of the Corporation is Highland Lakes Property Owners Association, Inc. The principal address of the Corporation shall be Post Office Box 123, Divide, County of Teller, Colorado 80814. Meeting of members and Directors shall be held at the Highland Lakes Community Building, 276 Deep Lake Circle, Divide, CO 80814 or at such places within the State of Colorado as shall be designated by the Board of Directors. (As amended by the Board of Directors, October 9, 2013.)

ARTICLE II
DEFINITIONS

SECTION 1. “Association” shall mean the Highland Lakes Property Owners Association, Inc., its successors and assigns.

SECTION 2. “Properties” shall mean that certain real property described in the various Declarations of Covenants and Restrictions on the Highland Lakes Subdivisions, Filings numbered 1–6, plus Highland Lakes Undeveloped Acres, in Teller County, Colorado, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

SECTION 3. “Common Areas” shall mean all real property owned, controlled or managed by the Association.

SECTION 4. “Lot” shall mean any Lot shown upon any recorded subdivision of the Properties, with the exception of the Common Areas.

SECTION 5. “Member” shall mean every Owner who holds a membership in the Association.

SECTION 6. “Owner” shall mean the holder of the equitable interest to each Lot within the Properties, but shall not include any person who holds title or any interest in any Lot merely as security for performance of an obligation.

SECTION 7. “Declaration” shall mean the Declarations of Covenants and Restrictions applicable to the Properties as recorded in the office of the Clerk and Recorder of Teller County, Colorado.

SECTION 8. “Board” shall mean the Board of Directors of the Association.

ARTICLE III
MEMBERSHIP

SECTION 1. ELIGIBILITY Membership in the Association shall be limited to Owners of Lots who comply with all membership requirements included or referred to in these By Laws.

SECTION 2. MEMBERSHIP FEE The cost of membership in the Association shall be Seventy Dollars ($70) per annum.

SECTION 3. MEMBERSHIP – RIGHTS AND OBLIGATIONS Membership in the Association carries with it basic rights and responsibilities; for example, voting, use of

Common Areas and facilities, and obligations for payment of assessments, membership fees, and compliance with all provisions of the Declarations, these By Laws, and rules and regulations now or hereafter adopted by the Board. Any member may delegate his rights of enjoyment of the Common Areas and facilities to his tenants who reside on the property. The member shall notify the Secretary of the Association in writing of the name of the tenant. The tenant and his family are subject to compliance with the rules and regulations of the Association.

SECTION 4. SUSPENSION OF MEMBERSHIP RIGHTS Any member who defaults in the payment of any annual dues or assessment shall lose all voting rights and the right to use the Common Areas. A member is in default when dues and/or assessments have not been paid within thirty (30) days of the due date. Such rights of a member may also be suspended by the Board after notice and hearing for violation of any established rules and regulations.

ARTICLE IV
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE

SECTION 1. NUMBER The affairs of this Association shall be managed by a Board of five (5) Directors, all of whom must be members in good standing in the Association. (As amended by the Board of Directors, September 9, 1987.)

SECTION 2. ELECTIONS The Directors shall be elected for a three (3) year term. The members shall elect one (1) Director in one year and two (2) Directors each of the following two years. There is no term limits for serving as a Director. (As amended by the Board, September 9, 1987 and January 10, 2010.)

SECTION 3. NOMINATION Nomination for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board, and two members of the Association who are not members of the Board. The Nominating Committee shall be appointed by the Board at least sixty (60) days prior to each Annual Meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. All nominees must be members in good standing of the Association. At least fifty percent (50%) of the nominees must permanently reside on the Properties.

SECTION 4. VACANCIES A vacancy shall exist when any member of the Board has been absent from three (3) consecutive, regular meetings of the Board. Any vacancy occurring in the Board caused by death, resignation, or other act of a Director, shall be filled by the vote of the majority of the remaining Directors, and such successor Director shall hold office for the balance of the annual term of his or her predecessor.

SECTION 5. NON-ELIGIBILITY Two persons from the same immediate family, i.e., husband/wife, brother and/or sister, parent and/or child cannot be nominated and elected, or cannot be appointed to the Board to fill a vacancy caused by death, resignation or removal for cause, by the Board. (As adopted and added by the Board, September 9, 1987.)

ARTICLE V
MEETINGS OF DIRECTORS

SECTION 1. MEETINGS The Board shall meet regularly on the first Wednesday of each month at the Highland Lakes Community Building unless changed by the Board. (As amended by the Board, October 9, 2013.)

SECTION 2. SPECIAL MEETINGS Special meetings may be held as often as the needs of the Association require, on notice to each member of the Board.

SECTION 3. QUORUM Any three (3) members of the Board shall constitute a quorum. (As amended by the Board of Directors, September 9, 1987.)

ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

SECTION 1. POWERS The Board of Directors shall have the power to:

A. Adopt and publish rules and regulations governing the use of the Common Areas and facilities, and to establish procedures to enforce rules and regulations so adopted.

B. Exercise for the Association all powers, duties, and authority not reserved to the membership by the provisions of these By Laws, the Articles of Incorporation or the Declaration.

C. Employ a manager, independent contractor, or such other employees as necessary, and to prescribe their duties and compensation.

ARTICLE VII
COMMITTEES

SECTION 1. The Board of Directors shall:

A. Appoint an Architectural Control Committee, a Budget and Finance Committee and a Nominating Committee as standing Committees.

B. The President of the Association shall be an ex-officio member of all Committees except the Nominating Committee.

C. Appoint such other committees as necessary to conduct the affairs and business of the Association.

ARTICLE VIII
MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETINGS The regular Annual Meeting of the members shall be held on the first Saturday of June unless otherwise determined by the Board, at the hour and place designated by the President.

SECTION 2. SPECIAL MEETINGS Special Meetings of the members may be called at any time by the President or by a majority of the Board, or upon written request of the members who are entitled to vote one-fourth (1/4) of all the votes of the entire membership.

SECTION 3. NOTICE OF ANNUAL AND SPECIAL MEETINGS Written notice of each meeting shall be mailed to all members of the Association in good standing at the address appearing on the books of the Association. Notice will indicate the date, time and place and will be mailed not less than thirty (30) or more than fifty (50) days before the scheduled meeting. (As amended by the Board, October 9, 2013.)

SECTION 4. QUORUM The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes entitled to be cast will constitute a quorum.

SECTION 5. VOTES Each Owner who is a member in good standing shall be entitled to one vote per Lot for which the current annual assessment has been timely paid.

SECTION 6. PROXIES At all meetings of members, a member may vote by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE IX
OFFICERS AND THEIR DUTIES

SECTION 1. ENUMERATION OF OFFICERS The officers of this Association shall be a President, Vice President, Secretary and a Treasurer. The position of Secretary and Treasurer may be held by the same person. (As amended by the Board, October 9, 2013.)

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 the Association shall be elected annually by the Board and each shall hold office until his or her successor is elected and qualified, unless he or she shall sooner resign, or shall be removed, or otherwise disqualified to serve. An officer does not have to be a Director. Officers who are not also Directors do not have voting rights when managing the affairs of the Association. (As amended by the Board, October 9, 2013

SECTION 4. SPECIAL APPOINTMENTS The Board may elect such other officers as the affairs of the Association may require.

SECTION 5. REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby.

SECTION 6. VACANCIES A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.

SECTION 7. THE DUTIES OF THE OFFICERS ARE:

A. PRESIDENT: The president shall preside at all meetings of the Board and shall be the presiding officer of each Annual Meeting and at special membership meetings; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all promissory notes. Shall sign all checks that exceed the signing authority of the Treasurer. (As approved by the Board, October 9, 2013.)

B. VICE PRESIDENT: The Vice President shall act in the place and stead of the President in the event of absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him 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 to 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 the appropriate bank accounts all monies of the Association and shall disburse such funds by resolution of the Board of Directors, shall sign all checks and promissory notes of the Association; keep proper books of accounts; cause an annual audit of the Association books to be made by an audit committee at the completion of each fiscal year; chair the Budget/Finance Committee; and shall prepare a detailed annual budget and a statement of income and expenditures to be presented to the membership at its regular Annual Meeting. The Treasurer may be compensated for administrative and bookkeeping duties performed with the approval of the Board. (As approved by the Board, October 9, 2013.)

ARTICLE X
ASSESSMENTS

SECTION 1. CREATION OF PERSONAL OBLIGATION OF ASSESSMENTS By becoming a member, each Owner covenants and agrees to pay to the Association the annual dues, assessments, and charges established by the Association.

SECTION 2. PURPOSE OF ASSESSMENT The assessments levied by the Association shall be for the payment of all expenses incident to the conduct of the business of the Association, including:

A. Maintenance and operation of the lakes, picnic and other Common Areas.

B. Property taxes, liability and hazard insurance premiums, utility bills, and legal fees.

C. Health, safety and welfare of the Association and its members, and make improvements to the Common Areas.

SECTION 3. ANNUAL ASSESSMENTS The annual assessment for each Lot shall not exceed seventy-five dollars ($75). Any Owner who owns more than one Lot may, by written notice to the Association before payment of the annual membership fee, elect to pay assessments for a specific number of Lots which is less than the total Lots owned. The Board of Directors shall recommend the annual assessment within the maximum amount stated above.

A. The annual budget will be presented at the Annual Meeting.

B. The maximum annual assessment may be changed at a meeting of the members, written notice of which setting forth the fact that the question of the change in assessment limit shall be considered.

C. The annual assessment is due and payable, along with the membership fee to the Association, on January 1 each calendar year. The assessment shall be prorated for the remainder of the year in which a Lot is purchased and membership occurs. NOTE: The payment of an annual assessment is hereby waived until such time the Board decides it is necessary to collect such assessment to run the affairs of the Association. Only the annual membership fee will be collected. (As amended by the Board, October 9, 2013

ARTICLE XI
BOOKS AND RECORDS

The books and records of the Association shall be at all times, during reasonable business hours, subject to inspection by any member. The Declaration, the Articles of Incorporation, By Laws, and rules and regulations of the Association shall be available for inspection by any member contacting the President or Secretary of the Association.

ARTICLE XII
CORPORATE SEAL

The Board shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.

ARTICLE XIII
AMENDMENT OF BY LAWS

These By Laws may be altered, amended or repealed and new By Laws may be adopted by the Board at any regular or special meeting of the Board.

ARTICLE XIV
FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December each year.

Approved by the Board of Directors, October 9, 2013.