BYLAWS

Article I Name

Section 1:  

The name of this organization shall be Woodside Park Homeowners Association — Units 2, 3, and 4, commonly known as the Woodside Park Homeowners Association, and herein after referred to as the "Association."

Article II Purposes and Objectives

Section 1:  

The purposes and objectives of the Association are to enforce the covenants of Woodside Park and to initiate, promote, and administer any improvements necessary or beneficial to the property owners of Woodside Park- Units 2, 3, and 4 specifically, and to the mountain area in general.

Section 2:  

The purposes and objectives of the Association are subject to modification and interpretation by the Board of Directors and shall be as general or as detailed as deemed necessary.

Article III Membership

Section 1:   Eligibility

Membership in this Association shall be limited to individuals who are owners of property in Woodside Park — Units 2, 3, and 4. Lending institutions such as Banks, or Mortgage Companies and holding companies are not eligible for membership. No individual shall have more than one membership.

Section 2:   Membership Classes

The Association shall have two classes of membership and associated voting rights. These shall be defined as Class A and Class B.

Section 3:   Class A Membership

Class A members are those defined in Section 1 of this Article Ill and who reside on their property and whose residence has been constructed in accordance with the Woodside Park Covenants and in compliance with Park County or Jefferson County requirements, whichever is applicable. Class A membership shall be entitled to two votes. If more than one individual holds an interest in such improved property, all individuals holding an interest shall participate in the membership; however, their cumulative vote shall not total more than two votes.

Section 4:   Class B Membership

Class B members are those defined in Section I of this Article Ill and who do not have a qualifying residence on their property. Class B membership shall be entitled to one vote. If more than one individual holds an interest in such unimproved property, all individuals holding an interest shall participate in the membership; however, their cumulative vote shall not total more than one vote.

Section 5:   Members in Good Standing

Members who maintain their membership payment of dues as required by these Bylaws and who otherwise qualify in accordance with these Bylaws shall be considered in good standing and entitled to full privileges of membership.

Section 6:   Expulsion

The Board of Directors, at any meeting which a quorum of Directors is present may, by a two-thirds vote of those Directors present, terminate the membership of any individual who in its judgment has violated these Bylaws or who has been guilty of conduct detrimental to the best interests of the Association, provided that such individual shall have been granted an opportunity for a hearing before the Board. The Board shall cause at least thirty days’ notice of the hearing to be given in writing and delivered by registered mail to the individual against who charges may be preferred. Such action by the Board of Directors shall be final and shall cancel all rights, interests, or privileges of such individual in the services or resources of the Association. Expulsion of an individual shall not affect other individuals holding joint membership with the expelled individual. At the discretion of the Board, the hearing shall be held at a special meeting.

Section 7:   Termination (Amended: April 21, 2001)

Membership will be terminated automatically if the dues are not paid by the first business day of March. Termination of membership under this section shall affect all individuals holding joint membership.

Section 8:   Reinstatement (Amended: April 21, 2001)

a. An individual expelled in accordance with Section 6 of this Article Ill is not eligible for reinstatement of membership.

b. A membership terminated in accordance with Section 7 of this Article Ill will be reinstated upon payment of the full dues for the current year and any special assessments being paid by members during the current year.

Section 9:   Transfer of Membership (Amended: April 21, 2001)

Upon completion of the requirements set forth in Section 3 of this Article Ill and by payment of Class A dues, membership may be transferred from Class B to Class A. Assessments for the remainder of the current year shall be equal to the number of full months remaining multiplied by 1/12fh of the difference between Class A annual dues and Class B annual dues (for example as of April 2000, 8 x ($24 - $12)/12 = $8).

Section 10:  Proxy Voting (Amended: July 31, 1999)

Proxy voting is not permitted.

Section 11:  Absentee Voting (Amended: February 5, 2000)

Absentee voting by ballot will be permitted for the election of officers and directors, for the amending of bylaws, and for voting on other significant matters as described in Article VI, Section 5.

Article IV Finances

Section 1:   Fiscal Year

The fiscal year for the Association shall be the calendar year unless otherwise established by the Board of Directors.

Section 2:   Association Dues and Fees (Amended: April 21, 2001)

a. Initiation Fees for Class A and Class B memberships will be $10.00. Transfer from Class B to Class A does not require repayment of initiation fee.

b. Dues for Class A membership shall be $24.00 annually.

c. Dues for Class B membership shall be $12.00 annually.

d. Special assessments for specific improvements or repairs must be approved by 2/3 of the membership votes in attendance at a duly called meeting of the General Membership.

e. Payment of the Association dues and fees shall be made to the Association Treasurer and in the Association’s name.

f. Annual dues are due on the first business of January.

Article V Organization and Structure

A. Board of Directors

Section 1.   Composition of the Board of Directors (Amended: July 28, 2001)

a. The four Officers.

b. Two Directors At Large who are not officers.

c. If more than one individual holds an interest in a single membership, only one individual of such group can serve as Director at one time.

d. All Directors shall be required to have Class A memberships.

Section 2:   Term of Office of Directors

a. Each director shall take office at the Annual Meeting following their election and shall hold the position until a successor shall have been duly elected and take office or until the Director is removed from office or until the Director resigns.

b. Only members in good standing shall be allowed to vote for Directors at Large.

c. The Board of Directors shall fill vacant Directorships by appointment except for the office of President. If the office of President becomes vacant, a special election shall be held at a duly called meeting of the General Membership.

Section 3:   Termination of Membership of Director

If the membership of any Director in this Association shall for any reason terminate, ‘hat Directorship shall automatically become vacant.

Section 4:   Duties and Responsibilities

a. The Board of Directors shall be the governing body of this Association and its actions shall be final, unless otherwise specifically provided by these Bylaws.

b. The Board of Directors shall provide for an independent audit of the financial affairs of the Association, at lease annually, and at such other times as it may deem gratuitously.

Section 5:   Board of Directors’ Meetings (Amended: July 28, 2001)

a. Except in special circumstances all Board of Directors’ Meetings shall be held in conjunction with duly called meetings of the General Membership.

b. The President shall call special meetings of the Board of Directors as deemed necessary. Full minutes of such meetings shall be kept and read at the next duly called meeting of the General Membership.

c. At the Board of Directors’ Meetings held in conjunction with duly called meetings of the General Membership, the Chairman shall solicit comments from the General Membership and, when appropriate, a vote by the General Membership on any business before the Board. The Board shall consider any and all comments in reaching a decision and the Board shall abide by the results of any voting by the General Membership.

d. At all meetings of the Board of Directors, the President, if present, shall act as Chairman. In the President’s absence, the Vice-President will act as the Chairman. In the President’s and Vice-President’s absence, the Board shall appoint an acting chairman from the Director’s in attendance.

e. A quorum at the special meeting of the Board of Directors shall consist of 50% of the Board.

f. A quorum at a meeting held in conjunction with a duly called meeting of the General Membership shall be as set forth in the General Membership Meeting section of these bylaws.

g. Any member in good standing shall be allowed to observe any meeting of the Board of Directors.

Section 6:   Expulsion of Director

If necessary, a Director shall be expelled in the same manner and for the same causes as set forth in Article Ill, Section 6 of these Bylaws. A hearing concerning possible expulsion of a Director shall be held at a duly called meeting of the General Membership. The Director in question shall not be allowed to vote during the hearing.

B. Officers

Section 1:   Elected Officers (Amended: July 28, 2001)

The elected officers of the Association shall consist of the President, Vice-President, Secretary and Treasurer. The Vice-President shall be the outgoing President from the preceding year unless he/she declines the position. In such a circumstance, the Vice-President’s position shall be duly elected at the Annual Meeting of the Association.

Section 2:   Election of Officers (Amended: May 12, 2007)

a. The Officers shall be elected at the general membership meeting held during the Fall of each year.

b. Only members in good standing shall be entitled to vote for the Officers.

c. All officers shall be required to have Class A membership.

Section 3:   Term of Office

The term of office shall be as set forth in Article V, A, Section 2 and Section 2 of this Article V, B of these Bylaws.

Section 4:   Vacancies

a. If any office other than the President shall become vacant for any reason, the Board of Directors shall appoint a member to fill the unexpired term of the office.

b. If the office of the President shall become vacant for any reason, the vacancy shall be filled by special election.

Section 5:   Termination of Membership of Officers

If the membership of any Officer in this Association shall for any reason terminate, the office shall automatically become vacant.

Section 6:   Expulsion

If necessary, an Officer shall be expelled as set forth in Article V, A, Section 6 of these Bylaws.

Section 7:   Duties of Officers (Amended: July 28, 2001)

a. President

The President shall be the executive head of the Association and when present shall preside at the meetings of the members of the Association and the Board of Directors. The President shall exercise general supervision of the affairs of the Association and shall be responsible for the actions of the Secretary and Treasurer of the Association, for the enforcement of the Bylaws, and the carrying out of all orders and resolutions of the Board of Directors. The President shall keep the Board of Directors fully informed and shall frequently consult it concerning the business and activities of the Association and shall make, on behalf of the Board, reports to the members of the Association at each duly called meeting of the General Membership. The President shall have such additional duties as may be delegated by the Board of Directors.

b. Vice-President

In the absence of the President, the Vice-President shall take over all the duties of the President.

c. Secretary

The Secretary shall report to the President and shall be responsible for keeping the N of the membership of the Association, giving notice of meetings of the Board of Directors and General Membership, keeping minutes of all proceedings at such meetings, preserving communications pertaining to the affairs of the Association, and shall have such additional duties as may be delegated by the Board of Directors.

The President may appoint another person to take minutes in the Secretary’s absence.

The Secretary shall notify the Membership of General Meetings as required by these Bylaws.

d. Treasurer

The Treasurer shall report to the President and shall be responsible for the financial affairs of the Association; the performance of all duties incident to the office of Treasurer, and such other duties as may be authorized and delegated by the Board of Directors. The Treasurer shall have the power to receive and to disburse such funds of the Association as shall be required in the conduct of its affairs and the carrying on of its activities.

The Treasurer shall submit financial statements to the Board of Directors and to the Membership in such form and frequency as the Board may direct, and to Government agencies as required by law.

Article VI General Membership Meetings

Section 1:   Duly Called Meetings (Amended: July 28, 2001 & May 12, 2007)

General Membership Meetings of the Association shall be held twice during the calendar year — one during the Fall and the second during the Spring. Additional meetings maybe called at the discretion of the Board of Directors. Notification of all meetings shall require a ten-day advance notice to the membership

In case of emergency whereby the General Membership cannot be adequately notified, the requirements of Special Meetings of the Board of Directors shall apply.

Section 2:   Quorum (Amended: February 5, 2000)

A quorum at a duly called meeting of the General Membership shall consist of those members in attendance and at least two members of the Board of Directors.

A quorum can also consist of 25% of the Class A Membership without the Board of Directors attendance requirements.

Absentee ballots do not count in determining the quorum.

Section 3:   Special Called general Membership Meetings

Any member can request a Special Meeting if the ten-day notice requirement is fulfilled.

Section 4:   Agenda

The Board of Directors shall provide an agenda for the General Membership Meeting. Meeting announcements shall contain the agenda. The agenda shall allow for areas of Membership input.

Section 5:   Absentee Voting (Amended: February 5, 2000)

a. When the notice of a general membership meeting at which officers and directors are to be elected, an amendment(s) to the bylaws or a significant matter is to be voted on, it will contain general notice of voting rights and dues requirements, instructions on how to pay dues to achieve a member-in-good-standing status to allow voting on the issue(s), and a form to request an absentee ballot.

b. After determining that the person requesting the ballot is a member-in- good-standing, the ballot, with the appropriate number of votes marked, will be mailed to the member with an inner envelop in which to seal the ballot to preserve secrecy and an outer envelope addressed to the Election Committee which has a place for the member to sign that this is their vote.

c. Absentee ballots must be received at the Association Post Office Box through the U. S. Mall at least two business days before the scheduled meeting. As an alternative, the ballot may be delivered in the two sealed envelopes to a member of the Election Committee at least two business days before the scheduled meeting. The receiving committee member will date and initial next to the submitting member’s signature. Members who have been sent an absentee ballot are not permitted to vote in person, even if their ballots did not arrive in time to be counted.

d. Only a General Membership vote can determine a matter to be of significance requiring absentee ballot availability.

Article VII Standing Committees (Amended: May 31, 2003)

Members of all Standing and Special Committees shall be Class A members. Policy making by all Woodside Units 2, 3 & 4 Committees shall be in the form of a recommendation to the Board of Directors, unless specific policy-making authority is granted in the Covenants and By-laws of Units 2, 3 & 4. The Board of Directors will then take these recommendations under advisement and determine final policy, either by direct vote of the Board or by referral to the general membership for vote. All income generating activities by a committee must first have Board of Director approval. Committee associated income, including rents and fees will be payable to Woodside Park Homeowners Association Units 2, 3 & 4 and all such income will be turned over to the Treasurer of the Association within ten days for deposit in the general fund of WPHOA Units 2, 3 & 4. Committees shall keep an ongoing ledger recording all income generated and make this information available to the Board of Directors on a quarterly basis or at any time upon request of the Board. All proposed expenditures by a WPHOA Units 2, 3 & 4 committee shall be requested in writing by said committee. The Board of Directors shall authorize such expenditures as it feels are in the best interest of the Association.

Section 1:   Nominating Committee

a. The Nominating Committee shall consist of the Board of Directors.

b. The Nominating Committee shall solicit input from the General Membership. After the nominations are submitted to the membership at the annual meeting, nominations from floor will be accepted by the Board of Directors.

Section 2:   Architectural Control Committee

The Architectural Control Committee shall represent the Association in enforcing the covenants and maintaining the architectural integrity of the area.

Section 3:   Bylaws Committee

The Bylaws Committee shall recommend additions or changes of the Bylaws, through the Board of Directors, to the Association members.

Section 4:   Hospitality Committee

The Hospitality Committee shall welcome new residents and provide general information relative to the area, act as official Host or Hostess at Association meetings and functions, and assist the Secretary in contacting members concerning general membership meetings.

Section 5:   Equestrian Committee (Amended: November 2002)

The Equestrian Committee shall be responsible for the day-to-day management of the Equestrian Center (EC). The EC Committee shall enforce all current policies approved for the EC (EC Boarding Agreement, EC Policy Rules, EC Reservation Policy, etc.). The EC Committee shall monitor the physical state of the EC and report any possible problems or deficiencies to the Board of Directors (the Board). The EC Committee, under direction of the Board, shall make improvements to the facility and be responsible for the physical maintenance of the EC. The EC Committee shall, at the request of the Board, draft or revise any documents relating to the management or the affairs of the EC. Such documents shall be submitted to the Board for final edit and review. Any significant policy changes regarding the EC shall be presented to the general membership for discussion and approval The EC Committee shall be responsible for stall rentals on a first-come-first-served basis and securing stall rental agreements. The EC Committee shall be responsible for collecting rents and other associated income generated by use of the EC. The EC Committee shall be responsible for securing reservation forms relating to the use of the EC for equestrian and non-equestrian events. All such requests to reserve the EC shall be reviewed by the EC Committee and recommendations made to the Board for action within five business days of submission. Submitted requests to reserve the EC facility receive final review by the Board. Approval or denial of each submitted reservation request by the Board shall be based upon the recommendation of the EC Committee, physical impact to the EC, neighbors, horses boarded at the facility at the time, and any insurance/liability issues. All decisions by the Board regarding approval or denial of requests to reserve the EC for either equine or non-equine events shall be final

Section 6:   Other Committees

The Board of Directors may establish other Standing Committees as required.

Section 7:   Ex-Officio Membership

The president shall be an official Member of all standing committees.

Section 8:   Absence of Standing Committee Active Members (Amended: November 9, 2002)

If at any time the number of active members on any Standing Committee reaches "0" (zero), the Board of Directors shall be responsible for fulfilling the duties of said Standing Committee.

Article VIII Special Committees

Section 1:   The Board of Directors may establish Special Committees as required. The Association President shall be an Ex-Officio member of all Special Committees.

Article IX Parliamentary Authority

Section 1:   The rules contained in the current edition of Roberts Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order the Association may adopt.

Article X Amendment of Bylaws

Section 1:   These Bylaws may be amended at any duly called meeting of the General Membership by a 2/3 vote of the quorum present, provided the amendment has been submitted in writing and read at a previous duly called meeting of the General Membership.