BYLAWS

OF

HEATHERWOOD HOMEOWNERS’ ASSOCIATION INC.

A Colorado Not-For Profit Corporation

ARTICLE I

NAME AND LOCATION

The name of the corporation is HEATHERWOOD HOMEOWNERS’ ASSOCIATION INC., hereinafter referred to as the "Association". The principle office of the corporation shall be located at office of Duane Duggan, 1810 30^th Street, Boulder, Colorado 80301, but meetings of members and the Board of Managers may be held at such places within the state of Colorado, County of Boulder, as may be designated by the Board of Managers.

ARTICLE II

DEFINITIONS

Section 1. "Association" shall mean and refer to HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC., its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property in Boulder County, Colorado, described as follows:

1. Heatherwood Filing No. 1, according to recorded plat thereof, and if applicable to

2. Heatherwood Filing No. 2, according to recorded plat thereof, and if applicable to

3. Heatherwood Filing No. 3, according to recorded plat thereof, and if applicable to

4. Heatherwood Filing No. 4, according to recorded plat thereof, and if applicable to

5. Heatherwood Filing No. 5, according to recorded plat thereof, and if applicable to

6. Heatherwood Filing No. 6, according to recorded plat thereof, and if applicable to

7. Heatherwood Filing No. 7, according to recorded plat thereof, and if applicable to

8. Any and all other and future additions or annexations to Heatherwood Subdivision.

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

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

Section 6. "Declaration" shall mean and refer to any Declaration of Covenants, Conditions, and Restrictions applicable to the Properties recorded in the Office of the Clerk and Recorder of Boulder County, Colorado, and any and all amendments or modifications thereto.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in these Bylaws or the Articles of Incorporation of Heatherwood Homeowners’ Association, Inc.

ARTICLE III

ELIGIBILITY FOR MEMBERSHIP

Section 1. Membership. Membership in this Association shall be limited to record owners of the lots within the property described in the Articles of Incorporation. One membership in the Association shall be issued to the record owner of each lot. If any lot is owned by two or more persons, whether by joint tenancy, tenancy in common, or otherwise, the membership as to such unit shall be joint and a single membership for each lot shall be issued in the names of all owners, and they shall designate to the Association in writing at the time of issuance, one person who shall hold the membership and have the power to vote said membership. No membership shall be issued to any other person or persons except as they may be issued in substitution for outstanding memberships assigned to new record owners of units. If an owner is in default in his/her obligation to a first mortgagee, the first mortgagee shall be entitled to act as a member instead of the unit owner after first having given written notice to the Association of the fact and nature of default.

Section 2. Transfer of Membership. A membership in the Association and the share of a member in the assets of the Association shall not be assigned, encumbered, or transferred in any manner except as an appurtenance to transfer of title to the lot to which the membership pertains; provided however, the rights of membership may be assigned to the holder of a mortgage, deed of trust, or other security instrument on a lot, and provided further, the owner may transfer and assign all right of membership to either (1) the holder of a mortgage or deed of trust on the lot or (2) a tenant who makes the lot his permanent residence. Any such assignment shall not be valid until written notice thereof has been received by the Association, and shall expire automatically without need for written notification, upon release of the deed of trust or mortgage or expiration of the tenancy. A transfer of membership shall occur automatically upon the transfer of title to the lot to which the membership pertains, but the Association shall be entitled to treat the person or persons in whose name or names the membership is recorded on the books and records of the Association as a member for all purposes until such time as evidence of a transfer of title satisfactory to the Association has been submitted to the secretary. A transfer of membership shall not release the transferor from liability for obligations accrued incident to such membership prior to such transfer. In the event of dispute as to ownership appurtenant thereto, title to the lot, as shown in the records of the clerk and recorder of Boulder County, Colorado, shall be determinative.

ARTICLE IV

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the members shall be held May 16, 1989, and each subsequent regular annual meeting of the members shall be held on the third Tuesday of May of each year thereafter, at the hour of 7:30 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 day 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 Managers, or upon written request of one-fourth (1/4th) of the members who are entitled to vote.

Section 3. Notice of Meetings. Written notice of each 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 fifteen (15) days before such meeting to each member entitled to vote thereat, 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.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, five-ninths (5/9ths) 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 Bylaws. 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 automatically cease upon conveyance by the member of his/her Lot.

ARTICLE V

BOARD OF MANAGERS: SELECTION, TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) Managers, who need not be members of the Association.

Section 2. Term of Office. At the first annual meeting, the members shall elect a Manager for a term of one year, a Manager for a term of two years, and a Manager for a term of three years; and at each annual meeting thereafter, the members shall elect a Manager for a term of three years.

Section 3. Removal. Any manager 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 Manager, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor.

Section 4. Compensation. No Manager shall receive compensation for any service he/she may render to the Association. However, any Manager may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.

Section 5. Action Taken Without a Meeting. The Managers 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 Managers. Any action so approved shall have the same effect as though taken at a meeting of the Managers.

ARTICLE VI

NOMINATION AND ELECTION OF BOARD OF MANAGERS

Section I. Nomination. Nomination for election to the Board of Managers 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 Managers, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Managers prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Managers as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.

Section 2. Election. Election to the Board of Managers 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 Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VII

MEETINGS OF BOARD OF MANAGERS

Section 1. Regular Meetings. Regular meetings of the Board of Managers 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 Managers shall be held when called by the president of the Association, or by any Manager, after not less than three (3) days notice to each Manager.

Section 3. Quorum. A majority of the number of Managers shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Managers present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VIII

POWERS AND DUTIES OF THE BOARD OF MANAGERS

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

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

(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

(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 provisions of these Bylaws, the Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Managers to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Managers; and

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

Section 2. Duties. It shall be the duty of the Board of Managers 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 members, or at any special meeting when such statement is requested in writing by one-fourth (1/4th) of the members who are entitled to vote;

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

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

(d) procure and maintain adequate liability and hazard insurance on the property owned by the Association;

(e) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and,

(f) cause the Common Area, if any, to be maintained.

ARTICLE IX

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of this Association shall be a president and vice-president who shall at all times be members of the Board of Managers, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Managers following each annual meeting of members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise disqualified to serve.

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 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 by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the office he/she 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

(a) The President shall preside at all meetings of the Board of Managers; 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 checks and promissory notes.

Vice-President

(b) The vice-president shall act in the place and stead of the president in the event of his/her absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board.

Secretary

(c) 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

(d) The treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board of Managers; 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 by a public accountant 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 X

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 Bylaws 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.

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC.

ARTICLE XII

AMENDMENTS

Section 1. These Bylaws 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, except that the Federal Housing Administration or Veterans Administration shall have the right to veto amendments while Declarant shall retain its reservations in the Homeowners’ Association as stated in the Declaration.

Section 2. In case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE XIII

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 titles given to each paragraph contained herein are for clarification purposes only; further, as used herein, the singular number shall include the plural, the plural the singular, and the use of gender shall be applicable to all genders.

IN WITNESS WHEREOF, we, being all the Managers of the HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC., A Colorado not-for-profit corporation, have hereunto set our hand this 16^th day of May, 1989.

ELECTED MANAGERS:

Signature of Duane Duggan

Signature of Jerry Jones

Signature of Lorrie Wittkorn

INITIAL MANAGERS:

Signature of Duane Duggan

DUANE DUGGAN

Signature of Jerry Jones

JERRY JONES

Signature of Lorrie Wittkorn

LORRIE WITTKORN

STATE OF COLORADO )

)ss.

COUNTY OF BOULDER )

The foregoing Bylaws were subscribed, sworn to and acknowledged before me this 16^th day of May, 1989, by

Duane Duggan

Jerry Jones

Lorrie Wittkorn

Witness my hand and official seal.

My commission expires 2-12-92.

Signature of Michael A. Greenwood

Notary Public

Michael A. Greenwood

CERTIFICATION

I, the undersigned, do hereby certify:

THAT am the duly elected and acting secretary of the HEATHERWOOD HOMEOWNERS’ ASSOCIATION, INC., a Colorado not-for-profit Corporation; and,

THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Managers thereof, held on the ____ day of _______, 19__.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this ___ day of _______, 19__.

____________________________

Secretary

(SEAL)

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