AMENDED AND RESTATED BYLAWS OF THE LAKE SHORE COMMUNITY ASSOCIATION, INC.

ARTICLE 1 INTRODUCTION AND PURPOSE

The purpose for which the Association is formed is to operate and manage the Community Property and to govern the residential community known as The Lake Shore Community.

ARTICLE 2 DEFINITIONS

Section 2.1 Act means the Colorado Common Interest Ownership Act, #38-33.3-101 et seq, C.R.S. (1996 Cum. Suppl.), to the extent its provisions are applicable to communities created before July 1, 1992 or as otherwise expressly adopted by the Association.

Section 2.2 Articles means the Amended and Restated Articles of Incorporation for The Lake Shore Community Association, Inc. currently on file with the Colorado Secretary of State, and any amendments which may be made to those Articles from time to time.

Section 2.3 Architectural Control Committee. The committee appointed by the Board of Directors pursuant to the authority transferred to the Board of Directors by Richmond Homes I, Inc., the successor-in-interest to M.D.C. Land Corporation, the Declarant, for the purpose of administering the architectural approval and design review provisions contained in the Protective Covenants and the Declaration.

Section 2.4 Assessments means the Annual and Special Assessments levied pursuant to the Declaration including, late fees, interests, costs, attorney fees, and other charges permitted by the Declaration.

Section 2.5 Association shall mean and refer to THE LAKE SHORE COMMUNITY ASSOCIATION, INC., a Colorado nonprofit corporation, organized under the laws of the State of Colorado, and its successors and assigns.

Section 2.6 Board of Directors; Board means the governing body of the Association elected to perform the obligations of the Association relative to the operation, maintenance, and management of the Properties, Community Property, and all improvements on this property.

Section 2.7 Bylaws means these Amended and Restated Bylaws adopted by the Association, as amended from time to time.

Section 2.8 Community Property shall mean all property (including the improvements thereto) owned by the Association for the common use and enjoyment of the Owners, together with all publicly dedicated rights-of-way, certain underground drainage systems and pipes located in publicly dedicated rights-of-way, a perimeter fence located on certain Community Property and on those certain Lots more particularly described in Article VII, Section 5 of the Declaration, and easements located within or adjacent to the perimeter boundaries of the Properties which are to be maintained by the Association. The Community Property to be owned by the Association at the time of the commencement of assessments is described on Exhibit B to the Declaration.

Section 2.9 Declaration shall mean the Declaration of Covenants, Conditions and Restrictions for Country Lane Filing No. 2 Community Association, Inc. recorded in the real property records of Arapahoe County, Colorado on December 10, 1986 at Book 4981, Page 490, as amended.

Section 2.10 Governing Documents means the Declaration, the Protective Covenants, the Articles of Incorporation, these Bylaws, and any procedures, rules, regulations, or policies adopted under such documents by the Association.

Section 2.11 The Lake Shore Community shall mean the planned community created by the Declaration, consisting of the Properties, Community Property, and any improvements constructed on the Properties and the Community Property.

Section 2.12 Lot shall mean and refer to any plot of land subject to the Declaration, which is shown upon recorded subdivision map of the Properties or any portion thereof, with the exception of the Community Property, and public streets, but together with all appurtenances and improvements now or hereafter thereon.

Section 2.13 Member shall mean and refer to each Owner of a Lot that is subject to assessment hereunder; membership in the Association shall be appurtenant to, and may not be separated from, ownership of a Lot. A Member shall not be entitled to vote at a meeting, by proxy or by mail if that Member is not current in the payment of his or her Assessments.

Section 2.14 Owner shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 2.15 Properties shall mean and refer to that certain real property described on Exhibit A to the Declaration and such additions thereto as may be brought within the jurisdiction of the Association.

Section 2.16 Protective Covenants shall mean the Protective Covenants for Country Lane Subdivision Filing No. 2 and a Portion of Country Lane Subdivision Filing No. 3, recorded in the real property records of Arapahoe County, Colorado on December 10, 1986 at Book 4981, Page 474.

Section 2.17 Related Users shall mean any person who: (a) resides with an Owner; (b) is a guest or invitee of an Owner; or (c) is an occupant, tenant or contract purchaser of a Lot, and any family member, guest, invitee or cohabitant of any such person described in (a)-(c).

Section 2.18 Rules and Regulations. Collective term for all Rules, Regulations, Policies, Procedures and Guidelines of the Association, as the same may be adopted and amended from time to time by the Board pursuant to the Act or the Governing Documents.

ARTICLE 3 MEMBERSHIP

Section 3.2 Suspension of Member Rights. During any period in which a Member shall be in default in the payment of any Assessment levied by the Association, the voting rights and right to use of the recreational facilities of such Member shall be deemed suspended by the Board of Directors, without notice or hearing, until such Assessment has been paid. Such rights of a member may also be suspended, after notice and an opportunity for a hearing, during any period of violation of any other provision of the Governing Documents established by the Board of Directors, until such violation has been corrected.

Section 3.3 Rights of Members/Delegation of Rights. Each Member shall be entitled to the use and enjoyment of the Community Property as provided in the Declaration. Any Member may delegate his or her rights of enjoyment of the Community Property to his or her Related Users. Such Member shall notify the Board in writing of the name of any such delegatee. The rights and privileges of such delegates are subject to suspension to the same extent as those of the Member.

ARTICLE 4 MEETINGS OF MEMBERS

Section 4.2 Special Meetings. Special Meetings of the Association may be called by the President, by a majority of the members of the Board of Directors or by a petition signed by Members comprising twenty-five percent (25%) of the votes in the Association.

Section 4.3 Notice of Meetings. Written notice of each meeting of Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before, but not more than fifty (50) days before such meeting, to each Member entitled to vote, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a Special Meeting, the purpose of the meeting. No matters shall be heard nor action adopted at a Special Meeting except as stated or allowed in the notice.

Section 4.4 Place of Meetings. Meetings of the Members shall be held in The Lake Shore Community, or in the Denver Metropolitan area, and may be adjourned to a suitable place convenient to the Members, as may be designated by the Board or the President.

Section 4.5 Quorum of Members. The presence at the meeting of Members, in person or by proxy, entitled to cast ten percent (10%) of all the votes shall constitute a quorum for any action expect as otherwise provided in the Articles of Incorporation, the Declaration, and these Bylaws. If the required quorum is not present, the Members who are present shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present or represented.

Section 4.6 Voting. At all meetings of Members, each Member who is current in the payment of his or her Assessments may vote in person or by proxy. If only one of several Owners of a Lot is present at a meeting of the Association, the Owner present is entitled to cast the vote allocated to the Lot. If more than one of the Owners is present, the vote allocated to the Lot may be cast only in accordance with the agreement of a majority of those Owners. Majority agreement exists if any one of the Owners casts the vote allocated to the Lot without protest being made promptly to the person presiding over the meeting by another Owner of the Lot. The vote of a corporation or business trust may be cast by any Officer of that corporation or business trust in the absence of express notice of the designation of specific person by the Board of Directors or Bylaws of the owning corporation or business trust. The vote of a partnership may be cast by any general partner of the owning partnership in the absence of express notice of the designation of a specific person by the owning partnership. The moderator of the meeting may require reasonable evidence that a person voting on behalf of a corporation, partnership or business trust Owner is qualified to vote. Votes allocated to Lots owned by the Association may not be cast.

Section 4.7 Proxies. The vote allocated to a Lot may be cast under a proxy duly executed by a Member who is current in the payment of his or her assessments. All proxies shall be in writing and filed with the Secretary or designee of the Association. If a Lot is owned by more than one person, each Owner of the Lot may vote or register protest to the casting of the vote by the other Owners of the Lot through a duly executed proxy. An Owner may revoke a proxy given under this section only by actual notice of revocation to the person presiding over a meeting of the Association or by attendance in person at the meeting for which the proxy was given. A proxy is void if it is not dated, purports to be revocable without notice, or the Member issuing the proxy is not current in the payment of his or her Assessments. A proxy terminates eleven months after its date or upon the sale of the Lot by the Member issuing the proxy, whichever occurs sooner, unless the proxy specifies a shorter term or a specific purpose.

Section 4.8 Majority Vote. The vote of a majority of the votes present in person or by proxy at a meeting at which a quorum shall be present shall be binding upon all Members for all purposes except where a higher percentage vote is required in the Governing Documents or by law.

Section 4.9 Order of Business and Rules at Meeting. The Board may establish the order of business and prescribe reasonable rules for the conduct of all meetings of the Board and Members.

Section 4.10 Waiver of Notice. Any Member may, at any time, waive notice of any meeting of the Members in writing, and the waiver shall be deemed equivalent to the receipt of notice.

Section 4.11 Voting by Mail. The Board of Directors may decide that voting of the Members on any matter required or permitted by the statures of Colorado or the Governing Documents shall be by mail. In case of a vote by mail, the Secretary shall mail written notice to all Members at the Member's address as it appears in the records of the Association. The notice shall include: (i) a proposed written resolution setting forth a description of the proposed action, (ii) a statement that Members are entitled to vote by mail for or against such proposal, and (iii) a date at least thirty (30) days after the date such notice shall have been given on or before which all votes must be received at the office of the Association at the address designated in the notice. Voting by mail shall be acceptable in all instances in the Governing Documents requiring the vote of Members at a meeting. Any action for which affirmative votes constitute a majority of the votes received shall be approved so long as the total votes received are equal to or exceed the number of votes required to establish a quorum.

In the case of election of Directors by mail, the existing Board of Directors shall notify the Secretary in writing of the names of proposed Directors sufficient to constitute a full Board of Directors and of a date at least forty-five (45) days after such notification is given by which all votes are to be received. The Secretary with five (5) days after such notification is given shall give written notice of the number of Directors to be elected and of the names of the nominees to all Members. The notice shall state that any such Member may nominate an additional candidate or candidates, not to exceed the number of Directors to be elected, by notice in writing to the Secretary at the specified address to be received on or before a specified date fifteen (15) days from the date the notice is given by the Secretary. Within five (5) days after such specified date the Secretary shall mail written notice to all Members, stating the number of Directors to be elected, stating the names of all persons nominated by the Board of Directors and by the Members on or before said specified date, stating that each Member may cast a vote by mail and stating the date established by the Board of Directors by which such votes must be received by the Secretary at the address specified in the notice. Votes received after that date shall not be effective. All persons elected as Directors pursuant to such an election by mail by receipt of the number of votes required by applicable law shall take office effective on the date specified in the notice for receipt of such votes.

ARTICLE 5 BOARD

Section 5.2 Nomination. Nominations for election to the Board of Directors may be made by a Nominating Committee appointed by the Board of Directors. The Nominating Committee, if one is appointed, shall consist of three (3) Members, at least one of whom is a Director. Nominations may also be made from the floor at the 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 filled.

Section 5.3 Election. The Board of Directors shall be elected by the Members at the Annual Meeting. The Members may adopt specific procedures which are not inconsistent with these Bylaws or the Act for conducting the elections by written ballot. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 5.4 Term of Office for Directors. The terms of office of Directors shall be three (3) years or until such time as a successor is elected. The terms shall be staggered.

Section 5.5 Removal of Directors. Directors or the entire Board of Directors may be removed at any meeting of Members, with or without cause, by a vote of fifty-one percent (51%) of all the Members of The Lake Shore Community. Directors sought to be removed shall have the right to be present at such meeting and shall be given the opportunity to speak to the Members prior to a vote to remove being taken. The Members by majority vote shall then elect such new members of the Board to replace those members removed and designate the unexpired term to which each new member is elected.

Section 5.6 Vacancies. Vacancies in the Board caused by any reason (other than removal) may be filled by the Board at any time after the occurrence of the vacancy, even though the Directors present at that meeting may constitute less than a quorum. Each person so appointed shall be a Director who shall serve until the next annual meeting. At that annual meeting a director shall be elected to fill the vacancy for the remainder of the three year term.

Section 5.7 Compensation. No Director shall receive compensation for any service he or she may render as a Director to the Association. However, any Director may be reimbursed for his or her actual expenses incurred in the performance of his or her Association duties.

ARTICLE 6 MEETINGS OF DIRECTORS

Section 6.2 Special Meetings. Special meetings of the Board of Directors shall be held when called by the President, or by any two Directors, after not less than three (3) days notice to each Director. The notice shall be delivered in a manner whereby confirmation of receipt of the notice is received, and shall state the time, place and purpose of the meeting.

Section 6.3 Waiver of Notice. Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Board shall constitute a waiver of notice. If all the Directors are present at any meeting, no notice shall be required, and any business may be transacted at such meeting.

Section 6.4 Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, unless there are less than three Directors, in which case, all Directors must be present to constitute a quorum. The votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute a decision of the Board unless there are less than three (3) Directors, in which case, unanimity of the Directors is required to constitute a decision of the Board. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting.

Section 6.5 Proxies. For the purposes of determining a quorum with respect to a particular proposal and for the purposes of casting a vote for or against that proposal, a Director may execute, in writing, a proxy, to be held by another Director. The proxy shall specify either a yes, no, or abstain vote on each particular issue for which the proxy was executed. Proxies which do not specify a yes, no, or abstain vote shall not be counted for the purpose of having a quorum present nor as a vote on the particular proposal before the Board.

Section 6.6 Consent to Corporate Action. 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 vote of all of the Directors, with at least a majority of the Directors approving the action. Any action so approved shall have the same effect as though taken at a meeting of the Directors. The Secretary shall file these consents with the minutes of the meetings of the Board of Directors.

Section 6.7 Telephone Communication in Lieu of Attendance. A Director may attend a meeting of the Board by using an electronic or telephonic communication method whereby the Director may be heard by the other members and may hear the deliberations of the other members on any matter properly brought before the Board. The Director's vote shall be counted and his or her presence noted as if that Director were present in person on that particular matter.

ARTICLE 7 POWERS AND DUTIES OF THE BOARD OF DIRECTORS

(a) Adopt and amend Rules and Regulations, including penalties for infraction thereof;

(b) Suspend the voting rights and use of the Community Property of a Member during any period in which such Member is in default in the payment of any assessment levied by the Association, or, after notice and a hearing, during any time in which a Member is in violation of any other provision of the Governing Documents of the Association;

(c) Exercise for the Association all powers, duties, rights and obligations in or delegated to the Association and not reserved to the Membership by other provisions of the Governing Documents or the Act;

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

(e) Employ a Manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties;

(f) Grant easements for any period of time, including permanent easements, and grant leases, licenses and concessions for no more than one (1) year, through or over the Community Property;

(g) Impose and receive a payment, fee or charge for services provided to Members and for the use, rental or operation of the Community Property, in addition to Assessments:

(h) Limit the number of guests and invitees of any Member who may utilize any recreation facilities located upon the Community Property;

(i) Cause to be kept a complete record of the actions of the Association and present a statement thereof to the Members at the Annual Meeting, 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 thereat;

(j) Supervise all Officers, agents and employees of this Association, and to see that their duties are properly performed;

(k) Collect Assessments as provided by the Declaration and Act;

(l) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Governing Documents, and, in the Association's name, on behalf of the Association or two or more Members, on matters affecting The Lake Shore Community;

(m) Procure and maintain adequate liability and hazard insurance on property owned by the Association and as further set forth in the Declaration;

(n) Cause all Directors, Officers, employees or agents having fiscal responsibilities to be bonded or insured, as it may deem appropriate and in such amounts as it may deem appropriate;

(o) Provide for the indemnification of the Association, the Association's Officers, and the Board and maintain Association Professional Liability or Directors' and Officers' liability insurance;

(p) Regulate and manage the use, maintenance, repair, replacement, modification and improvement of Community Property as provided in the Declaration;

(q) Make contracts, open bank accounts and incur liabilities;

(r) Acquire, hold, encumber and convey, in the Association's name and in the ordinary course of business, any right, title or interest to real estate or personal property; provided that no conveyance, sale, transfer or dedication be effective unless approved by fifty-one percent (51%) of all Members of The Lake Shore Community;

(s) Borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the recorded Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary and give security therefore with the written consent of two-thirds (2/3) of all Members of The Lake Shore Community entitled to vote;

(t) Adopt and amend budgets for revenues, expenditures and reserves;

(u) Keep and maintain full and accurate books and records showing all of the receipts, expenses, or disbursements of the Association;

(v) Cause a complete audit, review or compilation, as determined by the Board of Directors, of the books and accounts by a certified or public accountant, once each year, and to file the appropriate financial reports required by local, state, and federal governments;

(w) Impose a reasonable charge for late payment of Assessments and, after notice and an opportunity for a hearing, levy reasonable fines for a violation of the Governing Documents of the Association;

(x) Impose a reasonable charge for the preparation and recording of amendments to the Declaration, liens, or statements of unpaid assessments;

(y) As a part of the adoption of the regular budget the Board shall include an amount which, in its reasonable business judgment, will establish and maintain a reserve fund for the replacement of those improvements that it is obligated to maintain, based upon age, remaining life, and the quantity and replacement cost of major Community Property improvements;

(z) Exercise any other powers conferred by the Governing Documents;

(aa) Enforce covenants, restrictions, and conditions affecting the Properties and the Community Property or any portion thereof to the extent this Association may be authorized under the Declaration and the Protective Covenants; and

(bb) Have and exercise any and all powers, rights, and privileges which a corporation organized under the Colorado Nonprofit Corporation Act by law may now or hereafter have or exercise.

Section 7.3 No Waiver. The omission or failure of the Association or any Member to enforce the covenants, conditions, easements, uses, limitations, obligations, or other provisions of the Governing Documents shall not constitute or be deemed a waiver, modification, or release thereof, and the Board or the Manager shall have the right to enforce the same at any time.

ARTICLE 8 OFFICERS AND THEIR DUTIES

Section 8.2 Election of Officers. The officers shall be elected for a one (1) year term at the first meeting of the Board of Directors following each Annual Meeting of the Members.

Section 8.3 Special Appointments. The Board may elect 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 8.4 Resignation and Removal. Any Officer may be removed from office with or without cause by a majority of the Board of Directors. 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. Acceptance of such resignation shall not be necessary to make it effective.

Section 8.5 Vacancies. A vacancy in any office may be filled by appointment by the Board by majority vote of the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer he or she replaces.

Section 8.6 Duties. The Duties of the Officers are as follows:

(a) President. The President shall have all of the general powers and duties which are incident to the office of president of a Colorado nonprofit corporation including, but not limited to, the following: preside at all meetings of the Board of Directors; appoint committees; see that orders and Resolutions of the Board are carried out; sign all leases, mortgages, deeds and other written instruments and co-sign checks and promissory notes.

(b) Vice President. The Vice President shall act in the place and stead of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board.

(c) Secretary. The Secretary shall record the votes and maintain the minutes of all meetings and proceedings of the Board and of the Members; 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 perform such other duties as required by the Board.

(d) Treasurer. The Treasurer shall be responsible for Association fines and securities and for keeping full and accurate financial records. The Treasurer shall cause all monies of the Association to be received and deposited in appropriate bank accounts and shall cause to be disbursed such funds as directed by Resolution of the Board of Directors; shall cause to be kept proper books of account; shall sign checks and promissory notes of the Association; shall cause to be prepared an annual budget and a statement of income and expenditures to be presented to the Membership at its regular Annual Meeting, and cause to be delivered a copy of each to the Members present at such Annual Meeting; shall cause an audited financial statement, review or compilation, as determined by the Board, to be prepared if so required; and shall prepare, certify and execute statements of unpaid assessments in accordance with Section 316 of the Act and charge, for the Association, a reasonable fee for the preparation of such statement as established by resolution of the Board.

ARTICLE 9 COMMITTEES

ARTICLE 10 BOOKS AND RECORDS

(a) An account for each Lot, which shall designate the name and address of each Owner, the name and address of each mortgagee who has given notice to the Association that it holds a mortgage on the Lot, the amount of each Assessment, the dates on which each Assessment comes due, any other fees payable by the Owner, the amounts paid on the account and the balance due;

(b) An account for each Owner showing any other fees payable by the Owner;

(c) The most recent regularly prepared balance sheet and income and expense statement, if any, of the Association;

(d) The current Operating Fund budget;

(e) A record of any unsatisfied judgments against the Association and the existence of any pending suits in which the Association is a defendant;

(f) A record of insurance coverage provided for the benefit of Members, the Board and the Association;

(g) Tax returns for state and federal income taxation;

(h) Minutes of proceedings of meetings of the Members, Directors, committees of Directors, committees appointed by the Board, and waivers of notice; and

(i) A copy of the most current versions of the Governing Documents, along with their exhibits and schedules.

ARTICLE 11 AMENDMENTS

ARTICLE 12 INDEMNIFICATION

Section 12.2 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 reasonable 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 or 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.

Section 12.3 Successful on the Merits. To the extent that a Director, Manager, Officer, project manager, employee, fiduciary, committee member, volunteer, or agent of the Association has been wholly successful on the merits in defense of any action, suit or proceeding referred to in paragraphs 12.1 or 12.2 of this Article 12, 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 12.4 Determination Required. Any indemnification under paragraphs 12.1 or 12.2 of this Article 12 (unless ordered by a court) and as distinguished from paragraph 12.3 of this Article 12, shall be made by the Association only as authorized by the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because such individual has met the applicable standard of conduct set forth in paragraphs 12.1 or 12.2 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 members of the Board of Directors so directs, by independent legal counsel in a written opinion or by Members entitled to vote thereon.

Section 12.5 Payment in Advance of Final Disposition. The Association shall pay for or reimburse the reasonable expenses incurred by a former or current Director or Officer who is a party to a proceeding in advance of final disposition of the proceeding if the Director or Officer furnishes to the Association a written affirmation of the Director's good faith belief that he or she has met the standard of conduct described in paragraphs 12.1 or 12.2 of this Article 12, the Director of Officer furnishes to the Association a written understanding, executed personally or on the Director's or Officer's behalf to repay the advance if it is ultimately determined that the Director or Officer did not meet the standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under this article. The undertaking required in this paragraph shall be an unlimited general obligation of the Director of Officer but need not be selected and may be accepted without reference to financial ability to make repayment.

Section 12.6 No Limitation of Rights. The indemnification provided by this Article 12 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 members of the Board of Directors, or otherwise, nor by any rights which are granted pursuant to C.R.S. #38-33.3-101, et seq, and the Colorado Nonprofit Corporation Act.

Section 12.7 Association Professional Liability/Directors and Officers Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors or an Officer of the Association 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 12.

ARTICLE 13 MISCELLANEOUS

Section 13.2 Notices. All notices to the Association or the Board 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 may designate by written notice to all Members. Except as otherwise provided, all notices to any Member shall be mailed to the Member's address as it appears in the records of the Association. All notices shall be deemed to have been given when mailed, except notices of changes of address, which shall be deemed to have been given when received.

Section 13.3 Waiver. No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same irrespective of the number of violations or breaches which may occur.

Section 13.4 Proof of Ownership. Every person becoming an Owner of a Lot shall immediately furnish to the Board of Directors a photocopy of the recorded instrument vesting in that person such ownership, which instrument shall remain in the files of the Association. A Member shall not be deemed to be in good standing, nor shall he or she be entitled to vote at any Annual Meeting or Special Meeting of Members unless this requirement is first met.

CERTIFICATION