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BYLAWS
OF
THOUSAND PEAKS RANCH ASSOCIATION
ARTICLE I
Offices

Section 1.   Principal Offices.   The principal offices of the Association shall be in the County of El Paso, State of
Colorado.

Section 2.   Other Offices.   The Association may establish such office or offices at such other places as the Board
of Directors may from time to time designate.
ARTICLE II
Definitions
Section 1. “Declaration” means the Declaration of Covenants, Conditions and Restrictions for THOUSAND PEAKS
RANCH recorded in the office of the Park County Recorder.
Section 2.   All definitions contained in the Declaration are hereby adopted herein and incorporated herein by this
reference as though set forth in full in the document.
ARTICLE III
Eligibility for Membership
Membership in the Association, except for membership of the incorporators, Developer, and the first Board of
Directors, shall be limited to record owners of equitable title (or of legal title if equitable title has merged) of
Ranches contained within the premises described in the Declaration.
One membership in the Association shall be issued to the record owner of equitable title (or legal title if equitable
title has merged) of each Ranch. The record owners collectively shall be called the members of the Association. In
the event any such Ranch is owned by two or more persons, whether as community property, by joint tenancy,
tenancy in common or otherwise, the membership as to such Ranch shall be issued in the names of all the 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 the outstanding membership assigned to new record
owners of equitable title (or legal title if equitable title has merged).
ARTICLE IV
Members of the Association
Section 1.   Annual Meetings.   The first annual meeting of the members of the Association shall be held within one
(1) year from the date of incorporation. The exact date, time and place of the first annual meeting shall be as
established by the Board of Directors. Thereafter, the annual meetings of the members of the Association shall be
held each year on the anniversary date of the first annual meeting or at such other time as the members of the
Association may approve by a majority vote of those members present in person or by proxy at a regular or
special meeting held for that purpose. At such meeting, there shall be elected a Board of Directors in accordance
with the requirements of Article V or these Bylaws. The members of the Association may also transact such other
business of the Association as may properly come before them.
Section 2. Notice of Annual Meetings. The president or Secretary shall give or cause to be given notice of the
time, place and date of the annual meeting by mailing or hand delivering such notice at least fifteen (15) days prior
to such meeting to each member of the Association at the respective address of said members as they appear on
the records of the Association.
Section 3. Special Meetings. Special meetings of the members of the Association for any purpose or purposes
other than those regulated by the statute may be called for by the President as directed by resolution of the Board
of Directors, or upon a petition signed by one fourth (1/4) of the members, and such petition shall state the
purpose or purposes of such proposed meeting. No business shall be transacted at a special meeting, except as
stated in the notice unless by consent of three-fourths (3/4) of the members present, either in person or by proxy.
Section 4. Notice of Special Meetings. The President or Secretary shall give or cause to be given notice of the
time, place and purpose of holding each special meeting by mailing or hand delivering such notice at least fifteen
(15) days prior to such meeting to each member of the Association at the respective address of said members as
they appear on the records of the Association.
Section 5. Quorum. The presence at a meeting, either in person or by proxy, of members entitled to cast at least
ten percent (10%) of the votes of the entire membership shall constitute a quorum for all purposes unless the
representation of a larger group shall be required by law, by the Articles of Incorporation, or by these Bylaws, and
in the event, representation of the number so required shall constitute a quorum.
Section 6. Voting Rights. The Association shall have two classes of voting membership as follows:
Class A. Class A members shall be all owners, with the exception of the Declarant, and shall be entitled to one
vote for each Ranch owned. When more than one person holds an interest in any Ranch, all such persons shall
be members. The vote for such Ranch shall be exercised as they among themselves determine, but in no event
shall more than one vote be cast with respect to any Ranch.
Class B. Class B member(s) shall be the Declarant an shall be entitled to four (4) votes of each ranch own or
contemplated to be created and annexed to the Association pursuant to the Declaration. The Class B membership
shall cease and be converted to Class A membership when the number of votes of each class are equal.
Section 7. Adjournment of Meetings. If the number of members necessary to constitute a quorum shall fail to
attend in person or by proxy at the time and place of meeting, the chairman of the meeting, or a majority of interest
of the members present in person or by proxy, may adjourn the meeting from time to time without notice other than
an announcement at the meeting, until the necessary number of members shall be in attendance. At any
adjourned meeting at which a quorum shall be present, any business may be transacted which might have been
transacted at the original meeting.
Section 8. Proxies. A member may appoint only his or her spouse or any joint owner of his ranch or any other
member of the Association, or Developer as a proxy. Any proxy must be filed with the Secretary before the
appointed time of each meeting or upon this calling of the meeting to order. Every proxy shall be revocable and
shall automatically cease on conveyance by the member of his Ranch.
ARTICLE V
Directors
Section 1. Number and Qualification. The business, property and affairs of the Association shall be managed,
controlled and conducted by a Board of Directors consisting of three members. The number of directors may be
changed from time to time by the members of the Association, but shall always consist of an odd number of
directors of not less than three (3) nor more than nine (9).
Section 2. Power and Duties. The Board of Directors shall have the powers and duties necessary for the
administration of the affairs of the Association, and may do all such acts and things as are not by law or by these
Bylaws directed to be exercised and done by the members. The powers of the Board of Directors shall include, but
not limited to, all of the rights and duties of the Board of Directors as set forth elsewhere in these bylaws and the
Articles of Incorporation, and in the Declaration and shall also include power to promulgate such rules and
regulations pertaining to sets rights and duties as may be deemed proper and which are consistent with the
foregoing, and shall further include the right to suspend the voting rights of a member for any period during which
any assessment against the member lot remains unpaid; and for a period not to exceed 60 days for any infraction
of its published rules and regulations. The Board of Directors may delegate such duties as appear in the best
interest of the Association and to the extent permitted by law.
Section 3. Term of Office. The term of the Directors named in the Articles of Incorporation shall be until the first
annual membership meeting or until their successors are duly chosen and qualify. Developer should have the right
to and power to fill any vacancy occurring on the Board by reason of resignation, discharge, abandonment, or any
other reason of such named Directors. Their successors shall be elected at the first annual meeting of the
members of the Association. The Board of Directors shall have the right to fill by appointment any vacancy
occurring on the Board of Directors. The number of Directors may be altered from time to time by the action of a
majority of the members of the Association present and voting in person or by proxy at any regular or special
meeting called for such purpose. In the event of any increase in the number of Directors in advance of the annual
meeting, each additional director shall be elected by then Board of Directors and hold office until his successor is
elected an shall qualify.
Section 4. Nomination. Nomination for election to the board of directors 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 Chairman, who shall be a member of the Board of Directors, and two or more members of the
Association. The Nominating Committee shall be appointed by the Board of Directors 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. The
Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its
discretion determine, but not less than the number of vacancies that are to be filed. Such nominations shall be
made from among members.
Section 5.   Election. Election to the Board of Directors 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 recorded Declaration. The persons receiving the largest number of votes shall be
elected. Cumulative voting shall be mandatory.
Section 6. Vacancies. Vacancies on the Board of Directors caused by any reason shall be filled by vote of the
majority of the remaining directors even though they may consist of less than a quorum and each person so
elected shall be a director until his successor is elected by the members of the Association at the next annual
meeting.
Section 7. Removal of Directors. At any regular or special meeting of the members of the Association, any one or
more of the directors may be removed with or without cause at any time by the affirmative vote of a majority of the
entire membership of record and a successor may then be elected to fill the vacancy thus created. Any director
whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Section 8. Compensation. No compensation shall be paid to directors for their services as directors but a director
may be reimbursed for his/her actual expenses incurred in the performance of his/her duties. No remuneration
shall be paid to a director for services performed by him for the Association in any other capacity.
Section 9. Organization Meeting. The first meeting of the newly elected Board of Directors shall be held within ten
(10) days of the election at such time and place as shall be fixed at the meeting at which such directors were
elected, and no notice shall be necessary to the newly elected directors in order legally to constitute such meeting,
providing a majority of the whole board shall be present.
Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as
shall be determined, from time to time, by a majority of the directors, but at least two such meetings shall be held
during each fiscal year. Notice of regular meetings of the Board of Directors shall be giving to each director,
personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for the meeting.
Section 11. Special Meeting. Special meetings of the Board of Directors may be called by the President on three
(3) days notice to each director, given personally or by mail, telephone or telegraph, which notice shall state the
time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors
shall be called by the President or Secretary in like manner and on like notice on the written request of at least fifty
percent (50%) of the directors.
Section 12. Waiver of Notice. Before or at any meeting of the Board of Directors, any director may, in writing
waive notice of such meeting and such waiver shall be held deemed equivalent to the giving of such notice.
Attendance by a director at any meeting of the Board shall be a waiver of notice by him of the time and place
thereof. If all the directors are present at any meeting of the Board, no notice shall be required and any business
may be transacted at such meeting.
Section 13. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of
business, but if at any meeting of the Board there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
Section 14. Adjournments. The Board of Directors may adjourn any meeting from day to day or for such other
time as may be prudent or necessary in the interest of the Association, provided that no meeting may be
adjourned for a period longer than thirty (30) days.
Section 15. Action Taken Without a Meeting. The directors 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 directors. Any action so
approved will have the same effect as though taken at the meeting of the directors.
Section 16. Fidelity Bonds. The Board of Directors may require that all officers and employees of the Association
handling or responsible for Association funds shall furnish adequate for Fidelity Bonds. The premiums on such
bonds shall be paid by the Association.
ARTICLE VI
Officers
Section 1. Designation. The principle officers of the Association shall be a President, a Vice President, a
Secretary, a Treasurer, all of whom shall be elected by and from the Board of Directors. The directors may appoint
an Assistant Secretary and an Assistant Treasurer and such other officers as in their judgment may be necessary.
The same person may hold any two offices, except that the president may not at the same time hold the office of
Vice President or of Secretary.
Section 2. Election of Officers. The officers of the Association shall be elected annually by the board of directors
at the organizational meeting of each new board.
Section 3. Removal of Officers. Upon an affirmative vote of two-thirds (2/3) of the members of the Board of
Directors, any officer may be removed, either with or without cause, and his successor elected at any regular
meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
Section 4. President. The president shall be the chief executive officer of the Association. He shall preside at all
meetings of the members and of the Board of Directors. He shall have all of the general powers and duties which
are normally vested in the office of the President of an association or corporation, including, but not limited to, the
power to appoint committees from among the members of the Association from time to time as he may, in his
direction, decide as appropriate to assist in the conduct of the affairs of the Association.
Section 5. Vice President. The Vice President shall take the place of the President and perform his duties
whenever the President shall be absent or unable to act. If neither of the president nor the Vice President is able
to act, the Board of Directors shall appoint some other member of the board to do so on an interim basis. The Vice
President shall also perform such other duties as shall from time to time be imposed upon him by the Board of
Directors.
Section 6. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors and the
minutes of all meetings of the members of the Association; he shall have the custody of the seal of the
Association; he shall have charge of the membership books and such other books and papers as the Board of
Directors may direct; and he shall, in general , perform all the duties incident to the office of Secretary.
Section 7. Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall
be responsible for keeping full an accurate accounts of all receipts and disbursements in books belonging to the
Association. He shall be responsible for the deposit of all monies and all other valuable effects in the name, and
to the credit of the Association in such depositories as may from time to time be designated by the Board of
Directors.
Section 8. Compensation. No compensation shall be paid to officers for their services as officers. No
remuneration shall be paid to an officer for services performed by him for the Association in any other capacity,
unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors
before the services are undertaken.
Article VII
Powers, Rights and Duties of the Association and Members Thereof
The Association and its members shall have all the powers, rights, duties and obligations set forth in the Articles of
Incorporation for the Association, these bylaws, rules and regulations pursuant thereto, and recorded restrictions
of the property, and as any of the same may be duly adopted or amended. No transfers of membership in the
Association shall be made except as provided herein and no such transfer shall be made upon the books of the
Association within ten (10) days next preceding the annual meeting of the members
Article VIII
Corporate Seal
The Board of Directors shall provide a suitable corporate seal containing the name of the Association, which seal
shall be in the custody and control of the secretary. The corporate seal shall be in circular form, shall have
inscribed thereon the name of the Association, the year it was organized and the word “Colorado”. If and when so
directed by the Board of Directors, a duplicate seal may be kept and used by such officer or other person as the
board of directors shall name.
Article 9
Miscellaneous
Section 1. Books and Accounts. Books and accounts of the Association shall be kept under the direction of the
Treasurer and in accordance with the reasonable standards of accounting procedure and prudence.
Section 2. Auditing. If required by the Board of Directors, at the close of each fiscal year, the books and records
of the Association shall be audited by a Certified Public Accountant, whose report will be prepared and certified.
The Association will have available for inspection by its members a statement of the income and disbursements of
the Association for each fiscal year.
Section 3. Inspection of the Books. Financial reports, such as are required to be furnished, and the membership
records of the Association shall be available at the principle offices of the Association for inspection at reasonable
times by any member(s) or interested parties as any first mortgagee.
Section 4. Execution of Corporate Documents. With the prior authorization of the Board of Directors, all notes,
checks an contracts or other obligations shall be executed on behalf of the Association by any two officers of the
Association, or its managing agent as directed or authorized by the Board.
Section 5. Fiscal Year. The fiscal year of the Association shall be determined by the board of directors and shall
be subject to change by the Board of Directors should the association’s practice subsequently necessitate such
change.
Article X
Amendment of the Bylaws
Section 1. Amendment by the Members. These Bylaws may be amended by the affirmative vote of a majority of
the members present or represented by proxy at any regular or special meeting, provided that a quorum is
prescribed in Section 5, Article IV herein, is present at any such meeting. Amendments may be proposed by the
Board of Directors or petition signed by at least fifty-one percent (51%) of the members. A statement of any
proposed amendment shall accompany the notice of any regular or special meeting at which such proposed
amendment shall be voted upon. These bylaws may not be amended insofar as such amendment would be
inconsistent with the recorded restrictions of the property.
Section 2. In the 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.
I, understand being the secretary of THOUSAND PEAKS RANCH ASSOCIATION, do hereby certify the foregoing to
be the Bylaws of said Association, as adopted at a meeting of the Board of Directors held on the 1st day of
December 1985 (signed by T.J. O’Reilly, Thousand Peaks Ranch Association Secretary)