DOCUMENTS

Bylaws
of
Perry Park East Homeowners Association, Inc.

ARTICLE 1 - INTRODUCTION AND PURPOSE
Section 1.1 -- Introduction
These are the Bylaws of Perry Park East Homeowners Association, Inc., which Association shall operate under the Colorado Nonprofit Corporation Act, as amended, and the Colorado Common Interest Ownership Act, as amended ("Act").

Section 1.2 -- Purposes
The purposes for which the Association was formed are to preserve and enhance the value of the properties of members and to govern the Common Interest Community and the Common Elements of "Perry Park East", a Planned Community situated in the County of Douglas, State of Colorado, as the Common Interest Community was created pursuant to the recorded Declaration. Terms of which are defined in the Declaration shall have the same meaning herein, unless defined otherwise in these Bylaws.

Section 1.3 -- Persons Subject to Bylaws
All present or future Lot Owners, tenants, future tenants, guests or any person that might use or occupy, in any matter, the facilities within the Common Interest Community, are subject to the terms and provisions of these Bylaws, and the other governing documents ("Documents") of the Common Interest Community. The mere acquisition, rental or use of a Lot will signify that the Documents of the Common Interest Community are acceptable, ratified and will be complied with.

ARTICLE 2 - BOARD
Section 2.1 -- Number and Qualification-Termination of Declarant Control
(a) The affairs of the Common Interest Community and the Association shall be governed by an Executive Board which shall consist of seven persons, five of which are the members of the Architectural Control Committee ("ACC'). The number may be changed by amendment of these Bylaws but in no event may the number of Directors be less than three. If any Lot is owned by a partnership or corporation, any officer, partner or employee of that Lot Owner shall be eligible to serve as a Director and shall be deemed to be a Lot Owner for the purposes of these Bylaws. If any Lot is owned by a trust, any trustee of that trust shall be eligible to serve as Director. Providing that there are seven Directors, the President and Secretary-Treasurer shall not be members of the ACC. All Officers shall be resident Owners of the Association. At any meeting at which Directors are to be elected, the Lot Owners may, by resolution, adopt specific procedures which are not inconsistent with these Bylaws or the Colorado Nonprofit Corporation Act for conducting the elections.
(b) The terms of the Directors shall expire every three years except initially, two ACC members plus the Secretary-Treasurer position shall be for two years.
(c) The Association Members shall elect the officers. The Directors and officers shall take office upon election.
(d) If there is an occasion where Lot Owners need to elect a Director, the Association shall call a meeting and give not less than 10 nor more than 50 days' notice to the Lot Owners for this purpose. This meeting may be called and the notice given by any Lot Owner if the Association fails to do so.

Section 2.2 -- Powers and Duties
The Executive Board may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or the Act. The Executive Board shall have, subject to the limitations contained in the Declaration and the Act, 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:
(a) Adopt and amend Bylaws and Rules and Regulations;
(b) Adopt and amend budgets for revenues, expenditures and reserves;
(c) Collect dues and assessments for Common Expenses from Lot Owners;
(d) Hire and discharge employees and independent contractors;
(e) Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Declaration, Bylaws or Rules in the Association's name, on behalf of the Association or two or more Lot Owners on matters affecting the Common Interest Community;
(f) Make contracts and incur liabilities;
(g) Elect an Architectural Control Committee according to the guidelines in the 1992 Amended Protective Covenants, and appoint such other committees as it deems appropriate in carrying out the Association's purposes.
(h) Provide for the indemnification of the Association's officers and the Executive Board and maintain Directors' and officers' liability insurance;
(i) Exercise any other powers conferred by the Declaration or Bylaws;
(j) Exercise any other power that may be exercised in the state by a legal entity of the same type as the Association;
(k) Exercise any other power necessary and proper for the governance and operation of the Association; and
(l) By resolution, establish committees, to perform any of the above functions under specifically delegated administrative standards as designated in the resolution establishing the committee. All committees must maintain and publish notice of their actions to Lot Owners and the Executive Board. However, actions taken by a committee may be appealed to the Executive Board by any Lot Owner within 45 days of publication of notice of -that action, and the committee's action must be ratified, modified or rejected by the Executive Board at its next regular meeting.

Section 2.3 -- Removal of Directors and Vacancies
Any Director or Directors may be removed by a majority vote of members. In the event of death, resignation, or removal of a Director, his successors shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor.

Section 2.4 -- Regular Meetings
The first regular meeting of the Executive Board following each annual meeting of the Lot Owners shall be held within 10 days after the annual meeting at a time and place to be set by the Board at the meeting at which the Executive Board shall have been elected. No notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, provided a majority of the Directors are present. The Executive Board may set a schedule of additional regular meetings by resolution, and no further notice is necessary to constitute regular meetings.

Section 2.5 -- Special Meetings
Special meetings of the Executive Board may be called by the President or by a majority of the Directors on at least three business days' notice to each Director. The notice shall be hand-delivered or mailed and shall state the time, place and purpose of the meeting.

Section 2.6 -- Location of Meetings
All meetings of the Executive Board shall be held within Perry Park East, unless all Directors consent to another location.

Section 2.7 -- Waiver of Notice
Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Executive 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 2.8 -- Quorum of Directors
At all meetings of the Executive Board, a majority of the Directors shall constitute a quorum for the transaction of business. At a meeting at which a quorum is present, the votes of a majority of the Directors present shall constitute a decision of the Executive Board. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

Section 2.9 -- Consent to Corporate Action
If all the Directors or all Directors of a committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Association, and the number of the Directors constitutes a quorum, that action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board or the committee, as the case may be. The secretary-treasurer shall file these consents with the minutes of the meetings of the Executive Board.

Section 2.10 -- Telephone Communication in Lieu of Attendance
A Director may attend a meeting of the Executive 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 Executive Board. The Director's vote shall be counted and the presence noted as if that Director were present in person on that particular matter.

ARTICLE 3 - LOT OWNERS
Section 3.1 -- Membership
Ownership of a Lot is required in order to qualify for membership in this Association. Membership is more fully addressed in the Articles of Incorporation and the Declaration.

Section 3.2 -- Annual Meeting
Annual meetings of Lot Owners shall be held during each of the Association's fiscal years, at such time of the year and date as determined by the Executive Board and set forth in the notice. At these meetings, the Directors shall be elected by ballot of the Lot Owners, in accordance with the provisions of these Bylaws the Declaration and Articles of Incorporation. The Lot Owners may transact other business as may properly come before them at these meetings. Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Association.

Section 3.3 -- Budget Meeting
Meetings of Lot Owners to consider proposed budgets shall be called in accordance with the Act. The budget may be considered at Annual or Special Meetings called for other purposes as well.

Section 3.4 -- Special Meetings
Special meetings of the Association may be called by the president, by a majority of the members of the Executive Board or by Lot Owners comprising 10 percent of the votes in the Association.

Section 3.5 -- Place of Meetings
Meetings of the Lot Owners shall be held at the Larkspur Elementary School or another locally designated place, and may be adjourned to a suitable place convenient to the Lot Owners, as may be designated by the Executive Board or the president.

Section 3.6 -- Notice of Meetings
The secretary-treasurer or other officer specified in the Bylaws shall cause notice of meetings of the Lot Owners to be hand-delivered or sent prepaid by United States mail to the mailing address of each Lot or to the mailing address designated in writing by the Lot Owner, not less than 10 nor more than 50 days in advance of a meeting. No action shall be adopted at a meeting except as stated in the notice.

Section 3.7 -- Waiver of Notice
Any Lot Owner may, at any time, waive notice of any meeting of the Lot Owners in writing, and the waiver shall be deemed equivalent to the receipt of notice.

Section 3.8 -- Adjournment of Meeting
At any meeting of Lot Owners, a Majority of the Lot Owners who are present at that meeting, either in person or by proxy, may adjourn the meeting to another time.

Section 3.9 -- Order of Business
The order of business at all meetings of the Lot Owners shall be as follows:
(a) Roll call (or check-in procedure);
(b) Proof of notice of meeting;
(c) Reading of minutes of preceding meeting;
(d) Reports;
(e) Establish number and term of memberships of the Executive Board (if required and noticed);
(f) Election of inspectors of election (when required);
(g) Election of Directors of the Executive Board (when required);
(h) Ratification of budget (if required and noticed);
(i) Unfinished business; and
(j) New business.

Section 3.10 -- Voting
(a) If only one of several owners of a Lot is present at a meeting of the Association, the owner present is entitled to cast all the votes allocated to the Lot. If more than one of the owners are present, the votes allocated to the Lot may be cast only in accordance with the agreement of a majority in interest of the owners. There is majority agreement if any one of the owners casts the votes allocated to the Lot without protest being made promptly to the person presiding over the meeting by another owner of the Lot.
(b) Votes allocated to a Lot may be cast under a proxy duly executed by a Lot Owner. If a Lot is owned by more than one person, each owner of the Lot may vote or register protest to the casting of votes by the other owners of the Lot through a duly executed proxy. A Lot 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. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates one year after its date, unless it specifies a shorter term.
(c) The vote of a corporation may be cast by any officer of that corporation in the absence of express notice of the designation of a specific person by the Executive 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. The vote of a trust may be cast by any trustee of that trust in absence of express notice of the designation of a specific person by the trust. The moderator of the meeting may require reasonable evidence that a person voting on behalf of a trust owner is qualified to vote.

Section 3.11 -- Quorum
Except as otherwise provided in these Bylaws, the Lot Owners present in person or by proxy at any meeting of Lot Owners, but no less than ten (10%) percent of the members, shall constitute a quorum at that meeting.

Section 3.12 -- Majority Vote
The Vote of a majority (51%) of the votes present in person or by proxy at a meeting at which a quorum shall be present shall be binding upon all Lot Owners for all purposes except where a higher percentage vote is required in the Declaration, these Bylaws, the Articles of Incorporation or by law.

Section 3.13 -- Lot Owner Addresses for Notices
Unless a Lot Owner shall have notified the Association by registered or certified mail of a different address, any notice required to be given, or otherwise given by the Association under these Bylaws to any Lot Owner or any other written instrument to be given to any Lot Owner, may be mailed to such Lot Owner in a postage prepaid envelope and mailed by first class, registered or certified mail to the address of the Lot shown upon the Association's records as being owned by such Lot Owner. If more than one Lot Owner owns a particular Lot, then any notice or other written instrument may be addressed to all of such Owners and may be mailed in one envelope in accordance with the foregoing. Any notice or other written instrument given by the Association in accordance with the foregoing will be deemed to have been given on the date that it is mailed.

Section 3.14 -- Rules at Meeting
The Board may prescribe reasonable rules for the conduct of all meetings of the Board and Lot Owners. In the absence of such rules, Robert's Rules of Order shall be used.

ARTICLE 4 - OFFICERS
Section 4.1 -- Designation and Election of Officers
The principal officers of the Association shall be the president and the secretary-treasurer, both of whom shall be elected by the Association Members. The Executive Board may appoint an assistant treasurer, an assistant secretary and other officers as it finds necessary. The president and secretary-treasurer need to be Directors.

Section 4.2 -- Removal of Officers
Upon the affirmative vote of a majority of the Association Members, any officer may be removed, either with or without cause. A successor may be elected at any regular meeting of the Executive Board or at any special meeting of the Executive Board called for that purpose.

Section 4.3 -- President
The president shall be the chief executive officer of the Association. The president shall preside at all meetings of the Homeowners Association and of the Executive Board. 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 Lot Owners from time to time as the president 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-treasurer, to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

Section 4.4 -- Secretary-Treasurer
The secretary-treasurer shall keep the minutes of all meetings of the Lot Owners and the Executive Board. The secretary-treasurer shall have charge of the Association's books and papers as the Executive Board may direct and shall perform all the duties incident to the office of secretary-treasurer of a nonprofit corporation organized under the laws of the State of Colorado. The secretary-treasurer may cause to be prepared and may attest to execution by the president of amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable. 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 Executive Board 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 secretary-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 Executive Board. Reserve funds of the Association shall be deposited in segregated accounts or in prudent investments, as the Executive Board decides. Funds may be withdrawn from these reserves for the purposes for which they were deposited, by check or order, authorized by the secretary-treasurer, and executed by two Directors, one of whom will be the secretary-treasurer.

Section 4.5 -- Agreements, Contracts, Deeds, Checks, etc
Except as provided in Sections 4.3 and 4.4 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 Executive Board.

ARTICLE 5 – ENFORCEMENT
Section 5.1 -- Violations
Any noted violation of the foregoing covenants shall be presented in writing to the Committee for their review. The Committee shall have the right to prosecute any action and enforce the provisions of these covenants by injunctive relief, on behalf of itself and all or part of the owners of lots in Perry Park East. In addition, each owner of a lot shall have the right to prosecute an action for injunctive relief and/or damages by reason of any covenant violation.

Section 5.2 -- Limitation of Actions
In the event any improvement is commenced upon any portion of Perry Park East in violation of these covenants and no action is commenced within thirty (30) days thereafter to restrain such violation, then injunctive or equitable relief shall be denied, but action for damages shall still be available to any party aggrieved. Said thirty (30) day limitation shall not apply to injunctive or equitable relief against other violations of these covenants.

Section 5.3 -- Grandfather Clause
All improvements in place on the date these covenants are recorded are exempted from the provisions.

ARTICLE 6 – INDEMNIFICATION
The Directors and officers of the Association shall have the liabilities, and be entitled to indemnification, as provided in Colorado Nonprofit Corporation Act, the provisions of which are incorporated by reference and made a part of this document.

ARTICLE 7 – RECORDS
Section 7.1 -- Records and Audits
The Association shall maintain financial records. The cost of any audit shall be a Common Expense unless otherwise provided in the Documents.

Section 7.2 -- Examination
All records maintained by the Association shall be available for examination and copying by any Lot Owner, any holder of a Security Interest in a Lot or its insurer or guarantor, or by any of their duly authorized agents or attorneys, at the expense of the person examining the records, during a mutually agreed time.

Section 7.3 -- Records
The Association may keep the following records:
(a) An accounting for each Lot, which shall designate the name and address of each Lot 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 Common Expense assessment, the dates on which each assessment comes due, the amounts paid on the account and the balance due;
(b) A record of capital expenditures approved by the Executive Board;
(c) A record of the amount and an accurate account of the current balance of any reserves for capital expenditures, replacement and emergency repairs, together with the amount of those portions of reserves designated by the Association for a specific project;
(d) The most recent regularly prepared balance sheet and income and expense statement, if any, of the Association;
(e) The current operating budget;
(f) A record of any unsatisfied judgments against the Association and the existence of any pending suits in which the Association is a defendant;
(g) A record of insurance coverage provided for the benefit of Lot Owners and the Association;
(h) A record of any violations, with respect to any portion of the Common Interest Community, of health, safety, fire or building codes or laws, ordinances, or regulations of which the Executive Board has knowledge;
(i) Balance sheets and other records required by Colorado corporate law;
(j) Tax returns for state and federal income, taxation;
(k) Minutes of proceedings of Lot Owners, Directors, committees of Directors and waivers of notice; and
(l) A copy of the most current versions of the Declaration, Article of Incorporation, Bylaws, Rules, and resolutions of the Executive Board, along with their exhibits and schedules.

ARTICLE 8 – MISCELLANEOUS
Section 8.1 -- Notices
All notices to the Association or the Executive Board shall be delivered to any of the Directors, or to such other address as the Executive Board may designate by written notice to all Lot Owners and to all holders of Security Interests in the Lots who have notified the Association that they hold a Security Interest in a Lot Except as otherwise provided, all notices to any Lot Owner shall be sent to the Lot Owner's address as it appears in the records of the Association. All notices to holders of Security Interests the Lots shall be sent, except where a different manner of notice is specified elsewhere in the Documents, by registered or certified mail to their respective addresses, as designated by them in writing to 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 8.2 -- Fiscal Year
The Executive Board shall establish the fiscal year of the Association.

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 any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

ARTICLE 9 – AMENDMENTS TO BYLAWS
Section 9.1 -- Vote of Executive Board Members
The Bylaws may be amended only by vote of two-thirds of the members of the Executive Board, following notice and opportunity to comment to all Lot Owners, at any meeting duly called for such purpose.

Section 9.2 -- Restrictions on Amendments
No amendment of the Bylaws of this Association shall be adopted which would affect or impair the validity or priority of any Security Interest covering any Lot or which would materially change the provisions of the Bylaws with respect to a first lien Security Interest or the interest of an institutional mortgagees of record.
ATTEST: Certified to be the Bylaws adopted by consent of the Directors of Perry
Park East, Filings I and 2, Homeowners Association, Inc., dated____________, 19___.
Secretary