ARTICLE I

Officers

Section  1.             PRINCIPAL OFFICES:  The Principal offices of Caliente Casa de Sol Property Owners Association (hereinafter referred to as  Association ) shall be at  Caliente Casa de Sol, 3502 North Pinal Parkway, Florence, Arizona 85232.

ARTICLE II

Members

Section  1.             MEMBERSHIP:  Membership in this Association shall be limited solely to those individuals, partnerships, corporations and companies owning or purchasing under contract one or more lots within the boundaries of Caliente Casa de Sol, a subdivision as recorded in the Office of the County Recorder of Pinal County, State of Arizona, and any other subdivision which may subsequently be added within the Caliente Casa de Sol development.  Any person who has disposed of all his interest in a lot in said subdivision shall thereupon cease to be a member of this Association.

Section  2.  CERTIFICATE OF MEMBERSHIP:  One certificate shall be issued as evidence of membership to the owners of record, or contract purchasers, of each lot within Caliente Casa de Sol.  In the event any lot is owned or is being purchased under contract by two or more persons, a single certificate shall be issued in the names of all said owners or contract purchasers, and said owners or contract purchasers shall designate to the Association, in writing, the one of their number who shall have power to vote the certificate at any and all meetings of the members, and in the absence of such designation and until such designation is made, the Board of Directors of the Association shall make such designation.  No certificate shall be issued to any person or persons other than owners or contract purchasers of one or more lots within Caliente Casa de Sol, or any other subdivision which may be subsequently added within Caliente Casa de Sol development.  Any member who has disposed of all his interest in any lot within Caliente Casa de Sol shall forthwith surrender his certificate evidencing membership in the Association, and a new certificate shall be issued in the name of the individual or individuals acquiring his interest in the lot within said subdivision.  Failure to surrender such certificate shall nevertheless, upon sale by a member of his interest in any lot within said subdivision, void his certificate and all of his rights as a member of this Association.  Any owner owning more than one lot in said subdivision shall have issued to him one certificate for each lot owned.

Section  3.  ANNUAL MEETINGS:   Annual meetings shall be held as determined by the Board of Directors on the third Tuesday of February of each year or at such other time as the members may, by majority vote, approve, at which time there shall be an election of directors, and any other business shall be transacted which may properly come before the meeting.

Section  4.  SPECIAL MEETINGS:   Special meetings of the members for any purpose or purposes other than those regulated by statute may be called by the President, and shall be called by the President or the Secretary at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of twenty percent (20%) of the members of the Association entitled to vote at such meeting.  Such request shall state the purpose or purposes of the proposed meeting.

Section  5.  NOTICE OF ANNUAL OR SPECIAL MEETING:  Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose thereof, shall be mailed or delivered not less than ten (10) nor more than fifty (50) days before the date of such meeting of members by an officer of the Association at the direction of the President or Vice-President of the Association, to each member entitled to vote at such meeting.  If mailed, such notice shall be addressed to the member at his address as it appears on the records of the Association.  Information concerning action taken at any annual or special meeting shall be furnished to all members in a timely manner.

Section  6.  VOTING RIGHTS:  Each member whose assessment payments are currently paid as reflected in the office of the Association shall, at any members meeting, be entitled to one vote for each lot owned by the member in his name on the books of the Association, whether represented in person or absentee ballot.  Blank absentee ballots will not be honored.  The voting of lots will be exercised in accordance with the original plat as recorded in the Pinal County Recorder s office.

Section  7.  QUORUM:   At any meeting of the members, the presence of fifteen percent (15%) of all members entitled to vote, present in person or  by absentee ballot, shall constitute a quorum of the members for all purposes, unless the representation of a larger group shall be required by law, by the Articles of Incorporation, or by these Bylaws and in that event, the representation of the number so required shall constitute a quorum.                           

Section  8.  ADJOURNMENT OF MEETINGS:   If at any annual or special meeting a quorum shall fail to attend in person or by absentee ballot, a majority of those members attending in person or by absentee ballot at the time said meeting is called, may at the end of one hour adjourn the meeting without further notice until a quorum may attend.

ARTICLE III

Directors

Section  1.  POWER OF DIRECTORS:  The business, property and affairs of the Association shall be managed and conducted by a Board of Directors who shall establish rules and regulations for the Association:  Provide specific guidance to the Park Manager to insure polices, rules and regulations of the Association are carried out and enforced.

Section  2.  NUMBER AND TERM OF DIRECTORS:  There shall be seven (7) members of the Board of Directors. Each member shall be elected by the members of the Association at each of its successive annual meetings.  The term of office shall be 3 years.  This shall be accomplished by rotation   The rotation will then be 3 directors elected followed by 2 directors the following year, and 2 directors elected the next year thus establishing a 3-2-2 rotation.   A director shall serve on the Board for a maximum of two (2) terms and may not be re-elected until he/she has been off the board for a period of two (2) years.

Section  3.  VACANCIES:  In the event of a vacancy among the directors, through death, resignation, disqualification or other cause, the remaining directors, shall elect a director to fill such vacancy to hold office until the end of the unfilled tour period of the departed director.  The director selected to fill the vacancy will be selected first from those candidates, in descending order of votes they received, who ran for the Board prior to the last annual meeting and received at least ten (10) percent of the votes.  If those candidates decline to accept appointment to the vacant Board position, the Board by majority vote thereof, whether or not constituting a quorum, or a sole remaining director may elect a fill-in director for the vacant unexpired term.

Section  4.  REORGANIZATION MEETINGS:    Reorganization meeting will be called by the directors currently in office immediately following the Annual Meeting each year.  The purpose of this meeting will be to elect a president, vice-president, secretary and treasurer to serve in these positions until the next Annual Meeting.  The remaining senior members of the current board shall implement nominations and voting procedures to fill these positions from all current and newly elected board members.  Results of these elections shall be published and announced to the members of the association in a timely manner.

Section  5.  WORKSHOP MEETINGS:  (Added January 6, 1998) A Workshop Meeting of the Board of Directors may be called by the President or by a majority of the Directors currently in office.  The purpose of a Workshop Meeting is to conduct an open meeting with the Board of Directors and the membership on a specific issue.  Workshop Meetings will be limited to a specific issue and a specific timeframe as determined by the President.  A quorum of the board of Directors is not required.  No formal motions or votes will be conducted during the Workshop Meeting.

Section  6.  REGULAR MEETINGS:   Regular meetings of the Board of Directors for conducting the normal business of the association shall be held during the months of November, December, January, March and April, or as determined by the Board of Directors.  Written notice stating the place, day and hour of regular meetings shall be posted not less than fourteen (14) days prior to such meeting.

Section  7.  QUORUM:   A majority of the Board of Directors shall constitute a quorum for the transaction of business but, if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting.  The vote of a majority of the directors present at any meeting in favor of or against any proposition shall prevail, except as herein otherwise provided.

Section  8.  SEAL:  The Board of Directors shall provide a suitable seal containing the name of the Association and the words  Incorporated, Arizona, 1973 .  An imprint of such seal shall be affixed to the margin hereof.

Section  9.  EXECUTIVE COMMITTEE AND OTHER COMMITTEES:   The Board of Directors may appoint an Executive Committee consisting of three (3) members of the Board to act upon such matters as may be designated by the Board between regular Board meetings.  The Board of Directors may also designate from among the directors or members such other committees as are deemed necessary to conduct the business of the Association, subject to the limitations of their authority imposed by law, the Articles of Incorporation, or these Bylaws.

Section  10.  REMOVAL OF DIRECTOR:   A director may be removed from office with cause by the affirmative vote of seventy-five percent (75%) of the members of the Association at any regular or special meeting of the members.

Section 11.  CONDUCTING EMERGENCY BUSINESS:   The Board, President, or Executive Committee may transact emergency business during the period May through September by conference telephone achieving a majority opinion of the Board, if possible, before making decisions.  If a majority is not available and a decision must be made to protect life, property, or make an extreme fiscal commitment, notification to all Board members must be initiated by fax, certified mail, or letter within two days after the decisive action was taken.  The responsible Board member taking the action should consider notifying the membership of action taken as soon as practical.

ARTICLE VI

Assessments

Section 1. PURPOSE: All assessments levied by the Association shall be used for the purpose of promoting the general benefit, recreation, health and safety and welfare of the owners of the properties. Such purposes shall include, but not be limited to, and the Association’s rights and powers shall include (in addition to their rights and powers set forth elsewhere in this Article, and in its Article of Incorporation and Bylaws) the provision for and improvement, construction, repair, maintenance, and management of the common areas, roadways, streets, cul-de-sacs, drainage and the improvements and facilities thereon; and further shall include the maintenance, care and upkeep of the planting and the other landscaping of the common areas.

Section 2. ANNUAL ASSESSMENT: The prorata share of each lot owner’s share of the annual assessments or charges by the Association shall cover the actual cost to the Association of all taxes, insurance, repair, minor construction, replacement and maintenance of the common areas and improvements and facilities located thereon and the furnishing of services beneficial to the owners and all other charges necessary to carry out the purposes of the Association as set forth in this Article and such further sums as the Board of Directors shall determine to be fair and prudent for the establishment and maintenance of a reserve for repair, maintenance, taxes insurance, management, administrative costs and other charges as specified herein. Each lot’s prorata share shall be that which is in a ratio that one bears to the total number of sold lots within the properties. The amount of such prorated annual assessment shall be established annually by the Board of Directors of the Association. The Board of Directors shall establish a fiscal year and shall collect each lot’s proportional share of the annual assessment at monthly or semi-annual or such other regular intervals (but not less than once a year) as may be fixed by the Board of Directors of the Association. Notwithstanding any provision herein contained to the contrary the amount which may be assessed by the Board of Directors of the Association for any of the purposes herein enumerated against any single lot shall be the sum which the Board of Directors determines to be the minimum amount on which the Association may be efficiently operated, and approved by the affirmative vote of a majority of the members of the Association voting in person or by absentee ballot at a meeting called for that purpose. It shall be the duty of the Board of Directors to review the assessment in its annual preparation of the budget and to recommend such adjustments as may be deemed appropriate. Assessments shall begin upon the execution of a contract for purchase by each individual lot owner.

Section 3. SPECIAL ASSESSMENTS: In addition to any other assessments authorized by this Article, the Association’s Board of Directors shall have the right to provide for the construction of additional recreational or other common facilities, or the alteration, demolition or removal of existing recreational or other common facilities, from time to time, as in their discretion appears to be in the best interest of the owners. Any such alteration, demolition, removal, construction, improvements or additions resulting in an

CPOA Bylaws revised January 2006 Page 6.

assessment per lot of ten percent (10%) more than the amount of the annual assessments for such lot the preceding year, shall be authorized by an affirmative vote of two-thirds (2/3) of the members who vote in person or by absentee ballot at a meeting called for such purpose and where a quorum has been established.

Section 4. CHARGES: In the event the owner of a lot fails to maintain his lot (including the exterior of the improvements thereon and the yard and landscaping) in a first-class, neat and clean condition and generally in a manner satisfactory to the Board of Directors of the Association, the Association through its agents, employees and/or independent contractors, shall have the right, and each owner expressly grants and assigns the Association the right (subject to prior notices hereinbelow set forth) to enter upon such owner’s lot and repair, maintain, rehabilitate and restore the yard, patio and exterior of any and all buildings and/or other structures located thereon to the condition deemed satisfactory to the Board of Directors. The cost thereof shall be charged against and collected from the owner of the lot, the amount thereof to be paid by the owner within thirty (30) days from the date of the invoice sent to the owner, and said amount further shall be secured by and subject to all provisions regarding the assessment lien as provided in this Article. One exception to the above is the cost of giving a written notice and a 30-day response period to correct a weed problem on an owner’s lot is neither cost effective nor functional. The Association will not send out written notices of a weed problem but rather correct the weed problem and assess the property owner at a cost not to exceed the going rate for weed spraying.

Section 5. NOTICE: Prior to exercising the aforesaid right of restoration, the Association shall give written notice to the owner of said lot specifying the necessary repairs, maintenance, and rehabilitation or restoration to be undertaken and granting the owner thirty (30) days to accomplish the same. If, at the end of said period, the work required to be performed has not been completed (or has been completed in a manner unsatisfactory to the Board of Directors) then the Association shall have the right as above set forth to make such repairs, maintenance, rehabilitation or restoration. Nothing herein contained shall be construed as granting to the Association any right to enter into or inside any building or buildings or recreational vehicle or travel trailer located on a lot without consent of owner.

Section 6. INTEREST AND ATTORNEY’S FEES: Each owner, for himself, his heirs, executors, administrators, and successors and assigns, covenants and agrees that any assessment not paid when due shall be deemed delinquent, shall bear a penalty of $10.00 per month, from date of delinquency, and the owner shall be liable for the assessment and penalties thereon together with all costs incurred by the Association in collecting the same, including reasonable attorney’s fees.

Section 7. ENFORCEMENT: The Association, as the agent and representative of the owners, shall have the right to enforce the provisions of this Article. If the owner of any lot fails to pay an assessment when due, the Association may enforce the payment of the assessment, or enforce the lien against the lot, by taking any or all of the following actions, concurrently or separately (and by exercising any one of the remedies hereinafter set forth, the Association does not prejudice or waive its rights to exercise the other remedies):

a. Bring an action at law against the owner personally obligated to pay the assessment;

b. Filing an affidavit in the Office of the County Recorder of Pinal County, Arizona, of

nonpayment of any assessment in the form of a materialmen’s lien and posting a copy of the same upon the lot involved;

c. Foreclose the assessment lien against the lot in accordance with the then prevailing Arizona law relating to the foreclosure of realty mortgages (including the right to recover any deficiency), and the lot may be redeemed after foreclosure sale as provided by law. The Association acting on behalf of the owners shall have the power to bid in an interest foreclosed at foreclosure sale and to acquire and hold, lease, mortgage and convey the same.

Anything hereinabove to the contrary notwithstanding, the remedies above set forth for the Association are not exclusive, and the Association may take any and all other remedies available to it at law or in equity.

CPOA Bylaws revised January 2006 Page 7.

Section 8. SUBORDINATION OF LIEN: The assessment lien as herein provided for shall be junior and subordinate to the lien on any first realty mortgage against the lot, and foreclosure of the assessment

lien shall not affect or impair the lien of any such first realty mortgage. The foreclosure of a first realty mortgage against a lot or acceptance of a deed in lieu of foreclosure shall not affect or impair the assessment lien. Any first mortgage foreclosure purchaser, or grantee taking by deed in lieu of foreclosure, shall take the lot free of the assessment lien for all charges that have accrued up to the date of issuance of a sheriff’s deed or deed given in lieu of foreclosure, but shall take subject to the assessment lien for all assessments and charges accruing subsequent to the issuance of a sheriff’s deed or deed given in lieu of foreclosure.

Section 9. SUBDIVISON OF LOTS: Lots may not be subdivided but may be combined. The combining of lots shall in no way lessen or increase the annual or special assessment on each lot.

Section 10. RESERVE ACCOUNT: To implement the will of the CPOA general membership as approved by membership motion February 6, 1996, all special identified Reserve Funds will be combined into one Reserve Account. Deposit of 25% of all laundry income and specified assessments received from liens registered on unsold lots will be made to this Reserve Account. A minimum of $60,000 will be left in this Reserve Account at each year-end. At no time can the Board of Directors authorize an emergency expenditure which would lower the balance of this Reserve Account to less than $40,000 without an affirmative vote of the general membership. (Added February 2000)

ARTICLE VII

Use of Membership Facilities and Services

Section 1. USAGE SYSTEM: Except as may be specifically provided in the rules and regulations, the use of the facilities and services of the Association shall be limited to adults only for their personal use.

Section 2. RESERVATIONS: The Association’s facilities will have certain limits as may be set from time to time by the Board of Directors and written reservation forms provided by the Association must be made in advance by the members to the Board of Directors or their designated representative. The Association shall provide each using member substantially the same opportunity to use such facilities.

Section 3. USER FEES: The use of the facilities operated by the Association may be made subject to user fees which may be established from time to time by the Board of Directors or their designated representative. These user fees will be on a cost basis and will be in addition to the annual assessment.

Section 4. GUEST LIMITATIONS: The Association may limit or prohibit the use of any of its facilities by guests and may make the use of any facilities by guests subject to payment of guest fees in amounts established by the Board of Directors.

Section 5. RESERVATION SYSTEM: Subject to reasonable cut off times for reserving the facilities, each of the individual facilities subject to limited use may be used by guests only when all using members desiring to use such facilities are able to do so. No using member shall use the Association facilities, for which a reservation or other similar provision is necessary, without having made such reservation, and no member making such reservation shall fail to use such facility as arranged without giving the Association reasonable prior notice that he will not use such reservation. Use of all facilities may be made subject to such other rules, restrictions and limitations as the Board of Directors shall establish.

Section 6. REVIEW OF USAGE SYSTEM: The specific rules, regulations, restrictions, and limitations with respect to any facilities established by the Board of Directors and membership.

CPOA Bylaws revised February 2004 Page 8.

Section 7. CONDUCT OF MEMBERS AND GUESTS: In the use of the Association facilities, each using member and his family and guest shall always conduct themselves in a manner so they will not:

a. Harm or endanger other using members, member’s guests or other persons using said

facilities.

b. Damage or injure Association facilities.

c. Commit any crime or other unlawful act.

d. Unreasonably offend or annoy other using members or their guests.

e. Violate the rules of the Association or any rules, limitations or restrictions applicable to

the facilities.

Section 8. IDENTIFICATION ITEMS: Using members or guests must wear approved name tags and guest passes or guest name tags, when using facilities and shall carry other identification including a valid

driver’s license, or other specified means of positive identification.

Section 9. MEMBER COMPLIANCE WITH LAWS AND REGULATIONS: Using members, their families and guests, shall abide by all federal, state and local laws and regulations in use of Association facilities and nothing herein shall be construed to relieve using members, their families and their guests, in any way from their obligation to comply with such laws and regulations.

Section 10. UNDERAGE PROPERTY OWNERS: (added January 20, 1998) Property owners, who do not meet the age restrictions as outlined in paragraph 10 of the Declaration of Restrictions, cannot occupy their lot(s). An exemption of this restriction for under age 55 owners will be allowed (for them) to reside on their lot(s) up to a total of two weeks per year for inspection and maintenance of their property. Multiple ownership of one or more lots, and ownership of multiple lots will still be limited to a cumulative total of two weeks a year. Violations of this restriction will be determined on a daily basis with each violation subject to a monetary penalty as provided for in paragraph 23 of the Declaration of Restrictions.

ARTICLE VIII

Memberships: Terms, Transfer, Suspension, Termination

The membership of each member shall be subject to the following terms and conditions:

Section 1: PERIOD OF MEMBERSHIP EFFECTIVITY: Unless sooner terminated in accordance with the following provisions, the membership of each family member named in the purchase contract, agreement of purchase, or on the deed, shall be perpetual, and extend until the death of the last surviving holder.

Section 2. TRANSFER OF MEMBERSHIP: No association member or designee of a partnership or corporate member may transfer or assign his membership in the Association at any time until he has complied with the following conditions precedent to transfer:

a. That the member has sold his property in the development and that a suitable escrow has been opened to insure transfer of his property.

b. That payment in full for all transferring member’s accrued obligations to the Association, whether or not then due and payable under any credit arrangement, has been accomplished.

CPOA Bylaws revised February 2004, Page 9.

c. Payment by transferee of the applicable annual membership assessment for his first year

membership.

d. Submission of such affidavits, references, and other documents as the Association shall reasonably require.

Any transfer prior to the satisfaction of the foregoing conditions precedent shall be voidable at the option of the Association.

Section 3. NON PAYMENT: If any member shall fail to pay any amounts payable incurred by him hereunder, or any obligation to the Association incurred by him in connection with his membership, including but not limited to, annual Association assessments, guest or user fees, reimbursements and indemnities within thirty (30) days after such payment shall become due, member shall automatically be suspended and, if any such default shall continue for an additional thirty (30) days, at the option of the Association the remedies as set forth in Section 7, Article VI, shall prevail.

Section 4. VIOLATION OF ASSOCIATION BYLAWS, RULES AND REGULATIONS: If any member, or the designee of any corporate member, or any family member, or guests thereof, shall violate any terms of the Association Bylaws, Rules and Regulations, or any limitation or restriction established by the Association, or running with the land, or if the terms of Section 2 and 3 of this Article shall have been violated, the Association may, in its sole discretion, suspend or terminate such membership by written notice to such member, or in the event of such violation by a corporate member or his designee, or family or guest, the Association may, in its sole discretion, suspend and/or terminate the member’s Association benefits and privileges until said member has made restitution to the Association; or such suspension or termination may be enforced through the remedies of the Courts.

Section 5. SUSPENSION OR TERMINATION OF ASSOCIATION MEMBERSHIPS: In the event of the termination or suspension of any member under Section 3 or 4 of this Article, such member shall be given written notice thereof by mail at least twenty (20) days before such suspension or termination shall become effective. Such notice shall set forth the suspension or termination and state the reasons therefor. Such member shall be entitled, within ten (10) days after the date of receipt of such notice, to submit a written statement to the Board of Directors of the Association, who may make any investigation and request such other information as it may consider necessary in acting on such suspension or termination. The member agrees to hold the Board of Directors harmless for making an investigation, if necessary, and agrees to abide by the Board’s final determination.

Section 6. USE OF ASSOCIATION FACILITIES DURING SUSPENSION: In the event of suspension of any member or any membership of any corporate member under this Article, such member, or the appropriate designee of the corporate member, shall not be entitled to the use of any of the Association facilities or to any other rights or benefits of the Association membership during such suspension. Such member shall nevertheless be responsible for all obligations to the Association, including all fees, dues, charges, reimbursements and indemnities which came due prior to such suspension.

ARTICLE IX

Change of address, Certificates and Decals

Section l. NOTIFICATION OF CHANGE OF ADDRESS: Each Association member shall notify the Association office in writing of any change of address within thirty (30) days after such change. The Association shall be entitled to rely upon the permanent address of each member of which it was last given written notice, and all mailings and notices to be given by the Association hereunder shall be properly given if mailed to the last permanent address of which the Association was given notice.

CPOA Bylaws revised February 2004, Page 10.

Section 2. LOST OR MULTILATED IDENTIFICATION REPLACEMENT PROCESS: All certificates, membership cards and guest cards shall be non-transferable and non-negotiable, except as herein provided, and shall be valid only when signed by an authorized officer or designated employee of the Association. In the event of loss or destruction of any certificate or membership card, the member suffering such loss shall furnish to the Association, at its office, an affidavit setting forth the circumstances of the loss or destruction, together with such additional information as may be required by the Association, and a duplicate certificate or membership card shall be issued under the same number as the original at a cost to cover processing same. The member assumes all responsibility for unauthorized use of lost or stolen membership cards until an affidavit, as provided herein, is presented to the Association.

Section 3. DECAL REQUIREMENTS: The Association will furnish decals for using members’ vehicles and such vehicles shall not be allowed on the Association property unless membership decals are affixed to the upper left hand corner of windshields in compliance with state law.

ARTICLE X

Indemnification

The Association shall indemnify each person who is or was a director, officer, or employee of the Association, or of any other corporation which he served as such at the request of the Association against any and all liability and reasonable expense as may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the name of the Association or such other corporation or otherwise) civil or criminal, or in connection with an appeal relating thereto, by reason of his being or having been a director, officer, or employee of the Association or of such other corporation, or by reason of any past or future action taken or not taken in his capacity as such director, officer or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided such person acted in good faith, and which he reasonably believed to be the best interest of the Association or such other corporation, as the case may be, and in addition, in any criminal action or proceeding, has no reasonable cause to believe that his conduct was unlawful. As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by a director, officer or employee other than the amounts paid to the Association itself, or to such other corporations served at the company’s request. The termination of any claim, judgment, settlement (whether with or without court approval) or conviction upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that director, officer or employee did not meet the standards of conduct set forth in the first sentence of this Article. Any such director, officer or employee referred to in this Article, who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit, or proceeding of the character described herein shall be entitled to indemnification as of right. Except as proved in the preceding sentence, any indemnification hereunder shall be at the discretion of the Association, but only if (1) the Board, acting by a quorum consisting of directors who are not party to (or who have been wholly successful with respect to) such claim, action, suit or proceeding, shall find that the director, officer or employee has met the standards of conduct as set forth in the first sentence of this Article, or (2) independent legal counsel (who may be regular counsel to the Association) shall deliver to it their written advice that, in their opinion, such director, officer or employee has met said standards. Expense incurred with respect to any such claim, action, suit or proceeding may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification provided in this Article and the rights shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of their heirs, executors, and administrators or any such person.

CPOA Bylaws revised February 2004 Page 11.

ARTICLE XI

Amendment of the Bylaws

Section 1. AMENDMENT BY DIRECTORS: The Directors of the Association, by the affirmative vote of a majority of all of the directors of the Association, may amend or alter the Bylaws, or adopt new Bylaws of the Association without notice at any regular meeting of the Board or at any special meeting of the Board, if notice thereof is contained in the notice of such special meeting, provided that no such alteration or amendment by the Board of Directors shall increase the power of the Board of Directors. The members of the Association shall be notified as soon as practicable of any such alteration, amendment or adoption of new Bylaws by the Board. Any such amendments, alterations or adoption of new Bylaws by the Board of Directors are subject to repeal or change by action of the members at a duly called annual or special meeting of the members.

Section 2. VALIDITY OF AMENDMENTS: Any amendment or alteration of existing Bylaws or the adoption of new Bylaws shall not be in violation or conflict with the Article of Incorporation of the Association, state law or other provisions of these Bylaws.

ARTICLE XII

Rules of Order

Section 1. AUTHORITY: The rules contained in the most currently revised edition of Roberts Rules of Order shall govern this Association in all cases to which they are applicable and on which they are not inconsistent with this Association’s Declaration of Restrictions, Bylaws, Articles of Incorporation or state law.

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