AMENDED AND RESTATED BYLAWS OF
ALPINE LAKES RANCH PROPERTY OWNER'S ASSOCIATION, INC.
(Revised at the September 30, 2015 BoD Meeting)




Table of Contents

ARTICLE 1 INTRODUCTION


ARTICLE 2BOARD OF DIRECTORS
Section 2.1Number and Qualification
Section 2.2Powers and Duties
Section 2.3Manager
Section 2.4Removal of Directors
Section 2.5Vacancies
Section 2.6Regular Meetings
Section 2.7Special Meetings
Section 2.8Quorum; Actions of the Board of Directors
Section 2.9Location of Meetings
Section 2.10Waiver of Notice
Section 2.11Consent to Corporate Action
Section 2.12Types of Communication in Lieu of Attendance
Section 2.13Compensation
Section 2.14Fiscal and Operational Responsibility


ARTICLE 3OWNERS
Section 3.1Meetings of the Owners
(a)    Annual Meetings
(b)    Special Meetings
Section 3.2Place of Meetings
Section 3.3Notice of Meetings
Section 3.4Adjournment of Meeting
Section 3.5Order of Business
Section 3.6Voting
Section 3.7Water Company Membership


ARTICLE 4OFFICERS
Section 4.1Designation
Section 4.2Election of Officers
Section 4.3Resignation and Removal of Officers
Section 4.4President
Section 4.5Vice President
Section 4.6Secretary
Section 4.7Treasurer
Section 4.8Execution of Instruments


ARTICLE 5ENFORCEMENT
Section 5.1Fines for Violations


ARTICLE 6INDEMNIFICATION
Section 6.1Actions Other Than By Or In The Right of The Association
Section 6.2Actions By Or In the Right of The Association
Section 6.3Successful on the Merits
Section 6.4Determination Required
Section 6.5Payment in Advance of Final Disposition
Section 6.6No Limitation of Rights
Section 6.7Directors and Officers Insurance


ARTICLE 7RECORDS
Section 7.1Audits
Section 7.2Examination


ARTICLE 8MISCELLANEOUS
Section 8.1Notices
Section 8.2Fiscal Year
Section 8.3Waiver
Section 8.4Office
Section 8.5Reserves
Section 8.6Conflict of Documents


ARTICLE 9AMENDMENT OF BYLAWS
Section 9.1Vote
Section 9.2Rights of Mortgagees




AMENDED AND RESTATED BYLAWS OF,
ALPINE LAKES RANCH PROPERTY OWNER'S ASSOCIATION, INC.

ARTICLE 1 - INTRODUCTION


These are the Amended and Restated Bylaws of the Alpine Lakes Ranch Property Owner's Association, Inc (the "Association"), which shall operate under the Colorado Revised Nonprofit Corporation Act, as amended (the "CRNCA") and the Colorado Common Interest Ownership Act, as amended (the "Act"). The Association owns certain real property and manages and operates that certain common interest community known as, "Alpine Lakes." Terms used herein shall have the meaning set forth in that certain Declaration of Protective Covenants for Alpine Lakes Ranch, Inc., recorded on May 18, 1994 at Reception No 1994003532 in Archuleta County, Colorado, as the same may be amended and restated ("Declaration") and in the Act. The terms "Unit" and "Lot" are synonymous and shall refer to a separately-taxed parcel within the Common Interest Community as described in the Act.


ARTICLE 2 - BOARD OF DIRECTORS


Section 2.1 Number and Qualification The affairs of the Common Interest Community and the Association shall be governed by a Board of Directors (referred to in the Act as the "Executive Board"), whose members ("Directors") shall be elected in accordance with these Bylaws. There are seven (7) Directors, each of whom is serving a one-year term. Only Owners (or in the case of an Owner who is an entity organized pursuant to Colorado law, a representative of the Owner) eligible to vote and otherwise in good standing, may be elected or appointed to fill a vacancy on the Board of Directors. In the case where, through removal or resignation, the total number of Directors is less than 7, the Board of Directors will be considered properly constituted until such vacancies are filled. The number of Directors may be increased or decreased by amendment of these Bylaws; provided, however, the number must be at least three. Each Director shall hold office until the election and qualification of his or her successor. At any meeting at which one or more Directors is to be elected: (i) the vote shall be by secret ballot (i.e., not published to the voting body), and (ii) the Owners may, by resolution, adopt specific procedures which are not inconsistent with these Bylaws or the CRNCA for conducting the elections. Notwithstanding any provision herein to the contrary, no individual may serve more than four consecutive terms, only one Owner from a particular Unit may serve on the Board, and an Owner whose Unit is for sale may not run for election to the Board. (4/11)


Section 2.2 Powers and Duties The Board of Directors may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or the Act. The Board of Directors shall have, subject to the limitations contained in the Declaration and the Act and subject to the good governance policies (#1 - #9) and reasonably prudent business judgment of each Director, the powers and duties necessary for the administration of the affairs of the Association and of the Common Interest Community, including the following powers and duties:


Section 2.3 Manager The Board of Directors may employ a Manager for the Common Interest Community, at a compensation established by the Board of Directors, to perform duties and services authorized by the Board of Directors; provided, however:


Section 2.4 Removal of Directors A Director who has been elected by the Owners may be removed, with or without cause, by a vote of Owners holding sixty-seven percent (67%) of the Total Voting Interests in the Community who are present and entitled to vote. Removal of a Director may only be done at a special meeting of the Owners called for this purpose, at which time a quorum is present. Voting by mail to remove a Board member shall not be allowed.


Section 2.5 Vacancies Vacancies created by removal of a Director by the Owners pursuant to Section 2.4 shall be filled by a majority of the Board of Directors (at a regular or special meeting) remaining after such vote to remove even though the Directors present at such a meeting may constitute less than a quorum; provided, however, if the entire Board is removed at once, an election shall be held immediately thereafter at the same meeting and the Owners shall elect an entirely new Board of Directors. Each person elected or appointed to the Board of Directors shall serve out the term of the Director who he or she replaced. Thus, if the entire Board consists of seven members, and all are removed, the seven persons elected shall serve out the terms of the Directors removed.


Section 2.6 Regular Meetings The first regular meeting of the Board of Directors following each annual meeting of the Owners shall be held within sixty (60) days after the annual meeting at a time and place to be set by the Board of Directors at the meeting at which the Board of Directors shall have been elected. No notice shall be necessary to the newly elected Board of Directors in order to legally constitute such meeting, provided a majority of the Directors are present. The Board of Directors may set a schedule of additional regular meetings by resolution, and no further notice to Board members is necessary to constitute regular meetings. However, the agenda of a regular meeting shall be made reasonably available, in advance of the meeting, to Owners.


Section 2.7 Special Meetings Special meetings of the Board of Directors may be called by the President or by a majority of its members on at least three (3) business days' notice to each Director. Additionally, the agenda of a special meeting shall be made reasonably available, in advance of the meeting, to Owners.


Section 2.8 Quorum; Actions of the Board of Directors A majority of the Directors shall constitute a quorum for all meetings and consents. Unless otherwise determined by a vote of the Board of Directors as to a particular issue, a majority vote of those present, constitutes a valid corporate action. For purposes of this Article 2, the term "present" shall include attendance in person, by proxy (to the fullest extent provided by the CRNCA), or in any manner provided in Section 2.12 below. Each Director casts one vote.


Section 2.9 Location of Meetings All meetings of the Board of Directors shall be held either within Archuleta County, Colorado (unless all members of the Board consent in writing to another location), or in such a manner as to permit discussions and deliberations via telephonic means or communication via "real time" e-mail.


Section 2.10 Waiver of Notice Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Board of Directors shall constitute a waiver of notice. If all the Directors are present at any meeting (participating in a meeting through any means authorized by these Bylaws), no notice shall be required, and any business may be transacted at such meeting.


Section 2.11 Consent to Corporate Action If a majority of the Board of Directors severally or collectively consent in writing to any action taken or to be taken by the Association (which number constitutes a quorum), that action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors or the committee, as the case may be. The secretary shall file these consents with the minutes of the meetings of the Board of Directors.


Section 2.12 Types of Communication in Lieu of Attendance Any Director may attend a meeting of the Board of Directors by:


Section 2.13 Compensation No Director shall receive any compensation from the Association for acting as such, however Directors may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other Directors. Nothing herein shall prohibit the Association from compensating a Director, or any entity with which a Director is affiliated, for services or supplies furnished to the Association in a capacity other than as an Director pursuant to a contract or agreement with the Association, provided that such Director's interest was made known to the Board prior to entering into such contract and such contract was approved by a majority of the Board of Directors, excluding the interested Director.


Section 2.14 Fiscal and Operational Responsibility The Board shall adopt a budget which is sufficient to comply with the Declaration, to fund current and anticipated expenses of the Association, and to ensure that repairs, maintenance, replacements and improvements (including capital improvements) are made by reputable companies with expertise in the particular areas. The Board shall also ensure that there are sufficient funds and procedures available to comply with the disclosure, education and other requirements concerning the management and operations of the Association pursuant to the Act, including, but not limited to, the establishment of a web site in order to disseminate information to owners as required by the Act.


ARTICLE 3 - OWNERS


Section 3.1 Meetings of the Owners The following types of "meetings" (as that term is used in the CRNCA) shall be or may be held, as provided below.


Section 3.2 Place of Meetings Meetings of the Owners shall be held within Archuleta County, in the State of Colorado and may be adjourned to a suitable place convenient to the Owners, as may be designated by the Board of Directors or the president.


Section 3.3 Notice of Meetings.


Section 3.4 Adjournment of Meeting At any meeting of Owners, a Majority Vote may adjourn the meeting to another time.


Section 3.5 Order of Business The order of business at all meetings of the Owners shall be as set forth in the written meeting agenda available at the beginning of each meeting.


Section 3.6 Voting


Section 3.7 Water Company Membership Every Owner, by virtue in his or her ownership of a Lot and, therefore, membership in the Association shall also be a member of the Alpine Lakes Ranch Water Company, Inc and such membership shall be governed by that corporation's operating documents.


ARTICLE 4 - OFFICERS


Section 4.1 Designation The principal officers of the Association shall be the president, the vice president, the secretary and the treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an assistant treasurer, an assistant secretary and other officers as it finds necessary who need not be a director. Any two offices may be held by the same person, except the offices of president and secretary. The office of vice president may be vacant. All officers must be Directors. All Directors vote, regardless of the office he or she may hold.


Section 4.2 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 of Directors. Each officer who is also a Director shall cast one vote.


Section 4.3 Resignation and Removal of Officers Upon the affirmative vote of a majority of the Board of Directors, any officer may be removed, either with or without cause. A successor may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for that purpose. Any officer may resign at any time by giving written notice to the president or secretary.


Section 4.4 President The president shall be the chief executive officer of the Association. The president shall preside at all meetings of the Owners and of the Board of Directors. The president shall have all of the general powers and duties which are incident to the office of president of a nonprofit corporation organized under the laws of the State of Colorado, including but not limited to the power to appoint committees from among the Owners from time to time as the Board of Directors may decide is appropriate to assist in the conduct of the affairs of the Association. The president may fulfill the role of treasurer in the absence of the treasurer. The president may cause to be prepared and may execute amendments, attested by the secretary, to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.


Section 4.5 Vice President The vice president shall take the place of the president and perform the president's duties whenever the president is absent or unable to act. If neither the president nor the vice president is able to act, the Board of Directors shall appoint another of its members to act in the place of the president on an interim basis. The vice president shall also perform other duties imposed by the Board of Directors or by the president.


Section 4.6 Secretary The secretary shall keep the minutes of all meetings of the Owners and the Board of Directors. The secretary shall have charge of the Association's books and papers as the Board of Directors may direct and shall perform all the duties incident to the office of secretary of a nonprofit corporation organized under the laws of the State of Colorado. The secretary may cause to be prepared and may attest to execution by the president of amendments to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable. The Secretary shall also be responsible for all filings with the Colorado Department of State and Colorado Division of Real Estate.


Section 4.7 Treasurer The treasurer shall be responsible for Association funds and securities, for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of all required financial data. This officer shall be responsible for the deposit of all monies and other valuable effects in depositories designated by the Board of Directors and shall perform all the duties incident to the office of treasurer of a nonprofit corporation organized under the laws of the State of Colorado. The treasurer may endorse on behalf of the Association, for collection only, checks, notes and other obligations and shall deposit the same and all monies in the name of and to the credit of the Association in banks designated by the Board of Directors. Except for reserve funds described below, the treasurer may have custody of and shall have the power to endorse for transfer, on behalf of the Association, stock, securities or other investment instruments owned or controlled by the Association or as fiduciary for others. Reserve funds of the Association shall be deposited in segregated accounts or in prudent investments, as the Board of Directors decides.


Section 4.8 Execution of Instruments Except as provided in Sections 4.4, 4.6 and 4.7 of these Bylaws, all agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by any officer of the Association or by any other person or persons designated by the Board of Directors.


ARTICLE 5 - ENFORCEMENT


Section 5.1 Fines for Violations The Board of Directors has the responsibility for enforcement of the rules and obligations of the Property Owners as specified in the Governing Documents. Enforcement may include the imposition of fines or other monetary penalties.


ARTICLE 6 - INDEMNIFICATION


Section 6.1 Actions Other Than By Or In The Right of The Association The Association shall indemnify any person 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 (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a Director or officer of the Association, who is or was serving at the request of the Association in such capacity, for expenses (including expert witness fees, attorneys' fees and costs) judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner which such individual reasonably believed to be in the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Determination 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 did not act in good faith and in a manner he or she reasonably believed to be in the best interests of the Association and, with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful. Such liability shall be satisfied within thirty (30) days after request therefor if there exists adequate operating funds but, if not, the funds shall be raised by a special assessment of the Owners as quickly as possible, without the need of Owners' approval.


Section 6.2 Actions By Or In the Right of The Association The Association shall indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure judgment in its favor by reason of the fact that such person is or was a Director or officer of the Association or is or was serving at the request of the Association in such capacity, against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which he or she reasonably believed to be in the best interests of the Association; but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence, recklessness, or willful misconduct in the performance of his or her duty in the Association unless, and to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses if such court deems proper. Such liability shall be satisfied within thirty (30) days after request therefor if there exists adequate operating funds but, if not, the funds shall be raised by a special assessment of the Owners as quickly as practical, without the need of Owners' pre-approval.


Section 6.3 Successful on the Merits Although the indemnifications in Sections 6.1 and 6.2 do not require a final determination of non-culpability, to the extent that a Director, Manager, officer, committee member, employee, fiduciary or agent of the Association (collectively or singularly as context requires, "appropriate person") has been wholly successful on the merits in defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of this Article 6, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including expert witness fees, attorneys' fees and costs) actually and reasonably incurred by him or her in connection therewith.


Section 6.4 Determination Required Any indemnification under Sections 6.1 or 6.2 of this Article 6 (unless ordered by a court) and as distinguished from Sections 6.3 of this Article 6, shall be made by the Association only as authorized by the specific case upon a determination that indemnification of the Director or other appropriate person is proper in the circumstances because such individual has met the applicable standard of conduct set forth in Sections 6.1 or 6.2 above. Such determination shall be made by the Board of Directors by majority vote of a quorum consisting of those members of the Board who were not parties to such action, suit or proceeding or, if a majority of disinterested Directors so directs, by independent legal counsel or by members entitled to vote thereon. Such determination shall be reasonable, based on substantial evidence of record, and supported by a written opinion. The Board of Directors shall provide a copy of its written opinion to the officer or Director seeking indemnification upon request.

Section 6.5 Payment in Advance of Final Disposition Any indemnification under Sections 6.1 or 6.2 of this Article 6 (unless ordered by a court) and as distinguished from Sections 6.3 of this Article 6, shall be made by the Association only as authorized by the specific case upon a determination that indemnification of the Director or other appropriate person proper in the circumstances because such individual has met the applicable standard of conduct set forth in Sections 6.1 or 6.2 above. Such determination shall be made by the Board of Directors by majority vote of a quorum consisting of those members of the Board who were not parties to such action, suit or proceeding or, if a majority of disinterested Directors so directs, by independent legal counsel or by members entitled to vote thereon. Such determination shall be reasonable, based on substantial evidence of record, and supported by a written opinion. The Board of Directors shall rovide a copy of its written opinion to the officer or Director or other appropriate person seeking indemnification.


Section 6.6 No Limitation of Rights The indemnification provided by this Article 6 shall not be deemed exclusive of nor a limitation upon any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of the members or disinterested Directors, or otherwise, nor by any rights which are granted pursuant to the Act and the CRNCA. Upon a vote of the Board of Directors, the Association may also indemnify a member appointed by the Board of Directors to serve on a committee (when such committee member is not also a Director) upon such terms and conditions as the Board of Directors shall deem just and reasonable.


Section 6.7 Directors and Officers Insurance The Association shall purchase and maintain insurance on behalf of any person who is or was a Director or an officer of the Association or, in the Board's discretion, a member of a committee against any liability asserted against him or her and incurred by such individual in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify such individual against such liability under provisions of this Article 6.


ARTICLE 7 - RECORDS


Section 7.1 Audits The Association shall maintain financial records. An audit or review shall be done as provided for in the Declaration or as determined by the Board of Directors. Further, an audit shall be done in accordance with the provisions of Section 303 (b)(II) of the Act. The cost of any audit or review shall be a Common Expense.


Section 7.2 Examination All records maintained by the Association or the Manager shall be available for examination and copying by any Owner or by any of their duly authorized representatives, at the expense of the person examining the records, during normal business hours and after reasonable notice in accordance with the CRNCA and the Act.


ARTICLE 8 - MISCELLANEOUS


Section 8.1 Notices All notices to the Association or the Board of Directors shall be delivered to the office of the Manager, or, if there is no Manager, to the office of the Association, or to such other address as the Board of Directors may designate by written notice to all Owners. Except as otherwise provided, all notices to any Owner shall be sent to the Owner's address as it appears in the records of the Association. All notices shall be deemed to have been given when deposited into the United States mail, first class postage prepaid, except notices of changes of address, which shall be deemed to have been given when received.


Section 8.2 Fiscal Year The Board of Directors shall establish the fiscal year of the Association. Currently, the fiscal year ends December 31.


Section 8.3 Waiver No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of or any failure to enforce the same, irrespective of the number of violations or breaches which may occur.


Section 8.4 Office The principal office of the Association shall be within the Community, at the Manager's office, or at such other place as the Board of Directors may from time to time designate.


Section 8.5 Reserves As a part of the adoption of the regular annual budget the Board of Directors shall include an amount which, in its reasonable business judgment, will establish and maintain an adequate reserve fund for the expansion, modification or replacement of, and improvements to, the Common Elements (including personal property) based upon the age, remaining life and the quantity and replacement cost of improvements to the Common Elements.


Section 8.6 Conflict of Documents In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; in the case of any conflict between the Articles of Incorporation and the Declaration, the Declaration shall control.


ARTICLE 9 - AMENDMENT OF BYLAWS


Section 9.1 Vote These Bylaws may be amended by a vote of the Board of Directors, subject to the rights of the members to repeal or amend Bylaws as provided by law. (11/11)


Section 9.2 Rights of Mortgagees No amendment of these Bylaws of the Association shall be adopted which would: (i) affect or impair the validity or priority of any Mortgage, or (ii) change the provisions of these Bylaws with respect to First Mortgagees, or (iii) effect any provisions for the benefit of Mortgagees as set forth in the Declaration.

KNOW ALL MEN BY THESE PRESENTS: That the undersigned president and secretary of Alpine Lakes Ranch Property Owner's Association, Inc., does hereby certify that the above and foregoing Amended and Restated Bylaws were duly adopted by the Board of Directors on September 30, 2015 and that these Amended and Restated Bylaws do now constitute the Bylaws of said Association.


   John Thompson    
President

Attest:

   Mike Hayes    
ALRPOA Secretary