Bylaws

THESE AMENDED AND RESTATED BYLAWS OF HOMESTEAD FARM HOMEOWNERS ASSOCIATION, INC. (the “Bylaws”) amend and replace in their entirety the Bylaws of Homestead Farm Homeowners Association, Inc. adopted on April 27, 1978, as such Bylaws may have been amended from time to time.

ARTICLE I

NAME AND LOCATION

The name of the corporation is Homestead Farm Homeowners Association, Inc., hereinafter referred to as the “Association.” The principal office of the Association is located at 7311 5. Glencoe Way, Littleton, Colorado, 80122, but meetings of members and directors may be held at such places within the State of Colorado, County of Arapahoe, as may be designated by the Board.

ARTICLE II

DEFINITIONS AND MEMBERSHIP

Section 1. Definitions. Unless otherwise specified herein, defined terms used in these Bylaws shall have the same meaning as the same terms have in the Declaration, or to the extent not defined in the Declaration, such terms shall have the same definition as is set forth in the Colorado Nonprofit Corporation Act, as amended (the “Act”).

Section 2. Membership; Termination of Membership; No Avoidance By Non-Use. Every Owner shall be a Member of the Association. Status as an Owner is the sole qualification for membership in the Association. Rights to a membership and status as a Member terminate upon termination of status as an Owner. Upon conveyance, sale, or assignment of the Owner’s interest as provided in the Declaration, the selling Owner or Owners shall be relieved of liabilities attendant upon membership arising thereafter; provided, however, that no such sale or transfer shall relieve an Owner of liability arising prior to the date such sale or transfer is consummated. No Owner may avoid the obligations of membership during the period of ownership by non-use of Association’s facilities, renunciation or abandonment of such Owner’s Living Unit or Lot, or any other act of abandonment or renunciation.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the Members was held on the first Monday in March, 1979. Each regular annual meeting of the Members shall be held during the second week of November at the hour of 7:00 P.M.; provided, however, that the Board by resolution may fix a date for the meeting no more than ninety (90) days before or after said date. The annual meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the president or by the Board, or upon written request of the Members who are entitled to vote one-fourth (1/4) of all of the votes of the membership.

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary of the Association or other person authorized to call the meeting, by mailing by first class mail, postage prepaid, hand delivering such notice to each Member, or publishing the notice in the Association newsletter and mailing or delivering such newsletter to each Member as provided for above at least fifteen (15) days and no more than sixty (60) days before such meeting (unless a different time period is imposed by applicable law) to each Member entitled to vote thereat addressed to each Member’s address last appearing on the books of the Association, or supplied in writing by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and the matters to be discussed at the meeting. Any Member may at any time waive notice of any meeting of the Members in writing, or by attendance at the meeting and the waiver shall be deemed equivalent to the receipt of notice.

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 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 prior to commencement of any meeting where the proxy is to be exercised. Every proxy shall be revocable and shall automatically cease upon conveyance of the Lot by the Member.

Section 6. Association’s Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a Member, the Association, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the Member. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a Member of the Association, the Association, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the Member if:

(a) the Member is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of an administrator, executor, guardian or conservator representing the Member and, if the Association requests, evidence of fiduciary status acceptable to the Association has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the Member and, if the Association requests, evidence of this status acceptable to the Association
has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation:

(d) two or more persons are the Member as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or

(e) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the Association that are not inconsistent with this Section 6.

The Association is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Member.

Neither the Association nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

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, who need not be Members of the Association.

Section 2. Term of Office. Directors shall serve for a term of three (3) years. At each annual meeting, Members shall elect directors to replace directors whose terms have expired.

Section 3. Removal. Any director 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 director, the successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of the predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, directors may be reimbursed for actual expenses incurred in the performance of their duties.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board shall be made by a Nominating Committee established by the Board prior to each annual meeting of Members, and Members may submit candidates to the Nominating Committee for consideration. Nominations may also be made from the floor at the annual meeting of Members. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board, and two or more Members of the Association who may be members of the Board. The Nominating committee shall be appointed by the Board at least sixty (60) days prior to each annual meeting to serve until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its reasonable discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among suggestions given to the Nominating Committee by Members.

Section 2. Election. Election to the Board 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 VI

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the Board shall be held annually at a time and place provided by resolution of the Board which meeting is generally held at the time and at the place of the annual meeting of the Members. The Board may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice than such resolution.

Section 2. Special Meetings. Special meetings of the Board shall be held when called

by the president of the Association, or by any two directors.

Section 3. Notice. Notice of a special meeting shall be given at least two (2) days in advance of the special meeting by written notice delivered personally or mailed to each director at his or her home address, or by notice given at least two (2) hours in advance by fax or telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 4. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 5. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Presumption of Assent. A director of the Association who is present at a meeting of the Board or committee of the Board at which action on any corporate matter is taken shall be presumed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (ii) the director contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the director causes written notice of his dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the Board or a committee of the Board shall not be available to a director who voted in favor of such action.

Section 7. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors, and may be stated as such in any articles or documents filed with the Secretary of State of Colorado under the Act.

Section 8. Meetings by Telephone. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

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

(a) adopt, publish, and amend as necessary, rules and regulations and the Residential Improvement Guidelines consistent with the powers granted the Board in the Declaration, 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. After notice and a hearing, voting rights and the right to use of the recreational facilities may also be suspended until the Member has corrected the infraction of published rules and regulations or the Residential Improvement Guidelines;

(c) exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Members by other provisions of these Bylaws, the Articles, or the Declaration;

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

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

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

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

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

(1) fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period, and determine whether it shall be paid in installments and when due and payable;

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within six (6) months after due date or to bring an action at law against the Owner personally obligated to pay the same.

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

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

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

(g) cause to be maintained the Common Area and Designated Public Properties to the extent provided in the Declaration.

ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. General. The officers of the Association shall be president, vice president, secretary and treasurer. The Board may appoint such other officers, assistant officers, committees and agents, including a chairman of the Board, assistant secretaries and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board in accordance with applicable law. One person may hold any two offices except that no person may simultaneously hold the offices of president and secretary. In all cases where the duties of any officer, agent or employee are not prescribed by the Bylaws or by the Board, such officer, agent or employee shall follow the order and instructions of the president. All officers shall file such reports, respond to interrogatories from the Colorado Secretary of State, and do such other things as required by the Act.

Section 2. Appointment of Officers. The officers of the Association shall be appointed by the Board at each annual meeting of the Board. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as may be convenient.

Section 3. Term. Each officer shall be appointed for a period of one (1) year and shall hold office until the first of the following to occur: until (i) her Successor shall have been duly appointed and shall have qualified; (ii) his death: (iii) she shall resign: or (iv) he shall have been removed in the manner hereinafter provided.

Section 4. Special Appointments. The Board may appoint 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 by 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 officer that such person 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. President. The president shall preside at all meetings of the Board; 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, and may co-sign all checks with a manager or any other Board member.

Section 9. Vice President. The vice-president shall act in the place and stead of the president in the event of the president’s absence, inability or refusal to act, and may co-sign all checks with a manager or any other Board member, and shall exercise and discharge such other duties as may be required by the Board.

Section 10. 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 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 may co-sign all checks with a manager or any other Board member, and shall perform such other duties as required by the Board.

Section 11. Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association, disburse such funds as directed by resolution of the Board, co-sign all promissory notes of the Association, keep proper books of account, cause an annual statement of the Association books which may be audited or unaudited as the Board or Members may determine to be made by a certified public accountant at the completion of each fiscal year, and may co-sign all checks with a manager or any other Board member, 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 IX

COMMITTEES

The Board shall serve as the Architectural Control Committee, as provided in the Declaration. In addition, the Board shall appoint such other committees as the Board determines is desirable or in carrying out its purposes.

ARTICLE X

BOOKS, RECORDS, AND CHECKING ACCOUNTS

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. The Association may establish checking and savings accounts with financial institutions that are insured by the Federal Deposit Insurance Corporation; provided that all funds placed in such FDIC financial institutions shall be insured to the fullest extend allowed by law. All funds deposited in such accounts shall be obtainable by the Association in accordance with the provisions of these Bylaws and the rules and regulations of the applicable depository institution. All checks, drafts, negotiable instruments or other methods of withdrawing money from the Association’s accounts shall be approved, authorized, or otherwise executed by at least two “Qualified Individuals”. For purposes of executing such withdrawal instruments, a Qualified Individual is defined as any duly appointed, elected, or authorized officer of the Association, or the manager of the Association who has been properly retained by the officers and directors of the Association pursuant to Article VII and Article VIII hereof.

ARTICLE XI

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, a delinquency charge of ten percent (10%) of the amount of any unpaid assessment shall be charged to the Member and the assessment, including late charges, shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may avoid the payment of assessments during the period of ownership by non-use of Association’s facilities, renunciation or abandonment of such Owner’s Living Unit or Lot, or any other act of abandonment or renunciation.

ARTICLE XII

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: Homestead Farm Homeowners Association, Inc., Colorado.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of the Members present in person or by proxy.

ARTICLE XIV

INDEMNIFICATION OF CERTAIN PERSONS

Section 1. Indemnification. For purposes of this Article XIV, a “Proper Person” means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Association, or is or was serving at the request of the Association as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit
corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee benefit plan. The
Association shall indemnify any Proper Person against reasonably incurred expenses (including
attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he conducted himself in good faith and that he reasonably believed (i) in the case of
conduct in his official capacity with the Association, that his conduct was in the Association’s best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the Association’s best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a Association held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Association. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

No indemnification shall be made under this Article XIV to a Proper Person with respect to any claim, issue or matter in connection with a proceeding by or in the right of a corporation in which the Proper Person was adjudged liable to the Association or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he was adjudged liable on the basis that he derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the Association shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

Section 2. Right to Indemnification. The Association shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which he was entitled to indemnification under Section 1 of this Article XIV against expenses (including attorneys’ fees) reasonably incurred by him in connection with the proceeding without the necessity of any action by the Association other than the determination in good faith that the defense has been wholly successful.

Section 3. Effect of Termination of Action. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article XIV. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 2 of this Article XIV.

Section 4. Groups Authorized to Make Indemnification Determination. Except where there is a right to indemnification as set forth in Sections 1 or 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the Association only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the Board by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board designated by the Board, which committee shall consist of two (2) or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the Board cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by independent legal counsel selected by a vote of the Board or the committee in the manner specified in this Section 4 or, if a Quorum of the full Board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board (including directors who are parties to the action).

Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

Section 5. Court-Ordered Indemnification. Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article XIV, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article XIV, the court shall order indemnification, including the Proper Person’s reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standards of conduct set forth in Section 1 of this Article XIV or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 6. Advance of Expenses. Reasonable expenses (including attorneys’ fees)

incurred in defending an action, suit or proceeding as described in Section 1 may be paid by the Association to any Proper Person in advance of the final disposition of such action, suit or
proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that he has met the standards of conduct prescribed by Section 1 of this Article XIV; (ii) a written undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is ultimately determined that he did not meet the prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment); and (iii) a determination is made by the proper group (as described in Section 4 of this Article XIV) that the facts, as then known to the group, would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article XIV.

Section 7. Additional Indemnification to Certain Persons Other Than Directors. In addition to the indemnification provided to officers, employees, fiduciaries or agents because of their status as Proper Persons under this Article, the Association may also indemnify and advance expenses to them if they are not directors of the Association to a greater extent than is provided in these Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its Board or by contract.

Section 8. Witness Expenses. The sections of this Article XIV do not limit the Association’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

Section 9. Reports to Members. Any indemnification of or advance of expenses to a director in accordance with this Article XIV, if arising out of a proceeding by or on behalf of the Association, shall be reported in writing to the Members with or before the notice of the next Members’ meeting.

ARTICLE XV

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Association shall be a calendar year which begins on the first day of January and end on the 31st day of December of every year.

Section 2. Non-Profit Purpose. In order to preserve the non-profit, income tax-exempt status of the Association, neither the Board nor any director shall do any act, or authorize or suffer the doing of any act by an officer or employee of the Association, on behalf of the Association, which is inconsistent with the Articles of Incorporation or Bylaws or the non-profit purpose of the Association. Any such act or acts shall be ultra vires and void.

Section 3. Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Association’s Articles of Incorporation, the Declaration, or applicable law, the latter shall control over the Bylaws.

Section 4. Gender. The gender as used in these Bylaws as a matter of convenience only and in each circumstance in which it is used, such gender choices shall be interpreted to include the other and neuter genders as well.

IN WITNESS WHEREOF the undersigned, constituting all of the duly elected or appointed officers and directors of the Association have hereunto set their hand and seal as of this 7th day of March, 1997, by which signatures said undersigned directors represent that these Bylaws were approved effective this day by a majority vote of a quorum of the Members of the Association present in person or by proxy at a duly called and noticed special meeting of the Members.

HOMESTEAD FARM HOMEOWNERS ASSOCIATION, INC.

Carol A McCraken

DIRECTOR

Marjory A. Morrissey

DIRECTOR

J. L. Bihm

DIRECTOR

Ed Bell

DIRECTOR

Edward P. Bartscherer

DIRECTOR

STATE OF COLORADO         )

) ss.

COUNTY OF ARAPAHOE     )

The foregoing instrument was acknowledged before me this 7 day of March 1997, by Carol A McCracken, J.L. Bihm, Ed Bell, Edward P. Bartscherer, and Marjory Morrissey, as directors of Homestead Farm Homeowners Association, Inc. a Colorado non-profit corporation.

Witness my hand and official seal.

My commission expires 10/28/98

Kathryn B. Bancroft

Notary Public

7353 S. Washington Ci

Littleton, CO 80122

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