Article I – Definitions

SECTION 1: “Association” shall mean and refer to the Mountain Shadows Community Association, Inc., a non-profit corporation organized and existing under the laws of the State of Colorado.

Article II – Membership

SECTION 1: The membership of the Association shall be limited to those dues paying individuals or entities owning or renting property in or residing within the Mountain Shadows Development in Colorado Springs, Colorado and to other individuals or groups as may be determined by the Board of Directors from time to time.

Article III – Dues and/or Assessments and Disbursements

SECTION 1: Dues and/or assessments of members shall be determined by majority vote of the elected Board of Directors.

SECTION 2: Written notice of annual dues will be sent to all current members. Dues will be due on the membership anniversary date.

SECTION 3: Expenditures will be approved on a monthly basis at the regular Board of Directors meetings by resolution. Emergency expenditures up to fifty dollars ($50.00) may be made with the approval of two (2) officers. Emergency expenditures over fifty dollars ($50.00) may be made with the approval of three (3) officers.

Article IV – Board of Directors

SECTION 1: The affairs of the Association shall be under the control and management of the Board of Directors.

SECTION 2: The Board of Directors shall consist of not more than fifteen (15) nor less than nine (9) members in good standing elected by the membership at the annual membership meeting in April, for a term of two (2) years. The initial Board will be chosen in a random manner with one-half (1/2) of the Board of Directors choosing one of the initial terms of either one (1) year or two (2) years. After the first initial Board of Directors, one-half (1/2) of the Board of Directors will be elected each year for a term of two (2) years.

SECTION 3: Vacancies on the Board of Directors shall be filled by majority vote of the Board of Directors. Any such appointed Director shall hold office until the next annual membership meeting and election by the members.

SECTION 4: In the event that any member of the Board of Directors of this Association shall be absent from three (3) consecutive regular Board of Director meetings or one-third (1/3) of the regular Board of Directors meetings in a year, the Board of Directors may take action and declare the office of said absent Director vacant.

SECTION 5: The Board of Directors shall 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 membership meeting in April.

SECTION 6: The Board of Directors shall direct all officers, agents and employees of the Association and see to it that their duties are properly performed.

Article V – Directors’ Meetings

SECTION 1: A regular meeting of the Board of Directors shall be held the last Wednesday of each month at 7:00 PM., except in the month of April when it will be held on the same day, as the annual meeting of the Association, at such place as the Board of Directors by resolution shall fix. The Board of Directors may by majority resolution change the day and hour of such regular meetings.

SECTION 2: Notice of such regular meetings is hereby dispensed with.

SECTION 3: Meetings of the Board of Directors are open to the general membership.

SECTION 4: Special Meetings of the Board of Directors shall be held when called by any three (3) Directors after not less than three (3) days notice to each Director.

SECTION 5: If a quorum is present, the transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held shall be valid as though made at a duly held regular meeting.

SECTION 6: The majority of the Board of Directors shall constitute a quorum.

Article VI – Meeting of Members

SECTION 1: An annual meeting of the membership shall be held during the month of April at a time and place to be determined by the Board of Directors. At such meeting there shall be the election of members to the Board of Directors, reports of Officers and committees and such other business as may lawfully come before the meeting.

SECTION 2: Special meetings of the membership may be called by a majority vote of the Board of Directors or by written request from twenty (20%) percent of the members.

SECTION 3: At least five (5) days notice of any membership meeting shall be given to all members in the manner that the Board of Directors shall determine.

SECTION 4: At the annual meeting of the membership, those members present shall constitute a quorum.

SECTION 5: Each member present at the annual membership meeting is entitled to cast one vote in each election or other business on which members may vote.

Article VII – Officers

SECTION 1: The Officers shall be the President, two (2) Vice Presidents, a Secretary and a Treasurer.

SECTION 2: The Officers shall be chosen by majority vote of the Board of Directors at its first regular Board of Directors meeting after the annual meeting in April.

SECTION 3: All Officers shall be elected to hold office for the term of one (1) year. They may be elected to consecutive terms at the pleasure of the Board.

SECTION 4: The President shall preside at all meetings of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried out and shall perform such duties as shall be necessary for proper administration of the affairs of the association except such duties as specifically delegated to other Officers. The President shall be responsible for assigning to various Officers and Directors the supervision of such committees as the Board may designate and supervising the functioning of all Officers, Directors and Committees.

SECTION 5: The Vice Presidents will take over all duties and responsibilities of the President in the absence of the President. The Vice Presidents will take on leadership roles on committees or task forces as determined by the President and the Board of Directors serving that term.

SECTION 6: The Secretary shall, under the direction of the Board of Directors, keep all records of the business transactions of the corporation, record votes and keep minutes of all meetings of the Board of Directors and maintain a complete membership list.

SECTION 7: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disperse such funds as directed by resolution of the Board of Directors. By resolution, the Board shall designate the Officer or Officers who may sign checks on behalf of the Association. The Treasurer shall keep proper books of account and report to the Directors on a regular basis. The Treasurer shall prepare an annual budget and annual balance sheet statement to be presented to the membership at the annual April meeting.

Article VIII – Election of Directors

SECTION 1: Election of the Board of Directors shall be by written ballot whenever the number of nominees is greater than the number of vacancies on the Board of Directors. All association members may vote. The candidates receiving the largest number of votes shall be elected.

SECTION 2: Nominations for election to the Board of Directors shall be made by a nominating committee and shall be taken from the membership at the annual meeting.

SECTION 3: The Nominating Committee appointed by the Board of Directors, will consist of not more than five (5) nor less than three (3) members. At least one (1) member of the Nominating Committee must be on the current Board of Directors.

Article IX – Standing Committees

The standing committees of the Association shall be:

Covenants

Membership

Social Events

Developments

Newsletter

Advertising

Trails

Traffic & Safety

Unless otherwise provided, the committees shall consist of a chairman and two or more members and shall include a member of the Board of Directors for the purpose of communicating with the Board of Directors. The Board of Directors may appoint such other committees, as it deems desirable.

Article X – Amendments

SECTION 1: These Bylaws may be amended at any regular or special meeting of the Board of Directors by majority vote of the entire Board of Directors.

Updated: January 28, 2003

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