Section 2. Other Offices. The corporation may establish such other offices at such other places as the Board of Directors may from time to time designate.

Section 2. Record Ownership. One membership in the corporation shall be issued for each such condominium unit owned. Such membership shall be in the name of the record owner of the condominium unit, and the record owners of all condominium units collectively shall constitute the total membership.

Section 3. Jointly Owned Units. In the even any condominium unit is owned by two (2) or more persons, whether by joint tenancy, tenancy in common, or otherwise, all such owners shall be members, however, each partial owner shall have only the right to vote that percentage of one vote as his interest in such condominium unit bears to 100%.

Section 4. Additional Memberships. No membership shall be issued to any other person or persons except as they may be issued in substitution for outstanding memberships assigned to record owners of condominium units.

Section 5. Termination of Membership. A person, who for any reason, ceases to be an owner of a condominium unit, shall cease to be a member of this corporation. A person who is delinquent in the payment of dues and assessments promulgated by this corporation in accord with the powers given this corporation in the Condominium Declaration for Mountain Shadows Towndominiums shall similarly cease to be a member, provided, however, should said default be fully and completely remedied, said person may be reinstated as a member of this corporation upon application and approval of a majority of the members of the Board of Directors who may require such terms and conditions as they deem appropriate for reinstatement.

Section 2. Special Meetings. Special meetings of the members for any purpose may be called by the President, the Board of Directors, or upon a Petition signed by not less than two-fifths (2/5ths) of the members. Such petition shall state the purpose of such proposed meeting. At any special meeting, no business shall be transacted except as stated in the notice of such meeting, unless by consent of four-fifths (4/5ths) of the members present at such special meeting, either in person or by proxy.

Section 3. Notice of Meetings. Written or printed notices stating the place, day and hour of any meeting, annual or special, of members shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting. In case of a special meeting, or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 4. Quorum. The presence, either in person or by proxy, of at least fifty-one percent (51%) of the members of record shall constitute a quorum of the members for all purposes unless the representation of a larger group shall be required by law, by the Certificate of Incorporation, or by these By-Laws and in that event, representation of the number so required shall constitute a quorum.

Section 5. Voting Rights. Except as provided in Section 3 of Article II, each member being present in person or by proxy shall be entitled to one vote for each condominium unit owned by said member.

Section 6. Adjournment of Meetings. If the number of members necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place of meeting, the Chairman of the meeting, or a majority in interest of the members present in person or by proxy, may adjourn the meeting from time to time without notice other than an announcement at the meeting until the necessary number of members shall be in attendance. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.

Section 7. Proxies. A member may appoint only his or her spouse or any joint owner of his condominium unit or any other member as a proxy. Any proxy must be filed with the secretary before the appointed time of each meeting or upon the calling of the meeting to order.

Section 8. Waiver of Notice. Any member may, at any time waive any notice required to be given under these By-Laws, or by statute or otherwise, The presence of a member in person at any meeting of the members shall be deemed such a waiver.

Section 2. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the corporation, and may do all such acts and things as are now by law or by these By-Laws directed to be exercised and done by members. The powers of the Board of Directors shall include, but not be limited to, all of the rights and duties of the Board of Directors as set forth elsewhere in these By-Laws and the Certificate of Incorporation, and in the Declaration applicable to "the property" described in the Declaration and in ARTICLE II above, and shall also include the power to promulgate such rules and regulations pertaining to such rights and duties as may be deemed proper and which are consistent with the foregoing, and the power to enforce such rules and regulations including the imposition of sanctions and penalties and the power to administer and enforce the covenants, conditions, restrictions and terms and conditions of these By-Laws, the Certificate of Incorporation and the Declaration. The Board of Directors may delegate such duties as appear in the best interest of the corporation and to the extent permitted by law.

Section 3. Election and Term of Office. A new Board of Directors shall be elected by the members at a special meeting called for such purpose on May 22, 1972, and shall hold office until the next annual meeting of the members or until their successors are duly chosen and qualified. A new Board of Directors shall thereafter be elected by members at each regular annual meeting and shall hold office FOR TWO YEARS or until a successor shall be elected and shall qualify except as hereinafter otherwise provided. THREE BOARD MEMBERS SHALL BE ELECTED IN OFF-NUMBERED YEARS AND FOUR BOARD MEMBERS SHALL BE ELECTED IN THE EVEN NUMBERED YEARS. The number of directors may be altered from time to time by the action of a majority of the members at any regular or special meeting called for such purpose. In the event of any increase in the number of directors in advance of the annual meeting, each additional director shall be elected by the then Board of Directors and hold office until his successor shall be elected and shall qualify.

Section 4. Vacancies. Vacancies on the Board of Directors caused by any reason shall be filled by vote of the majority of the remaining directors even though they may consist of less than a quorum and each person so elected shall be a director until his successor is elected by the members at the next annual meeting.

Section 5. Removal of Directors. At any regular or special meeting of the members, any one or more of the directors may be removed with or without cause at any time by the affirmative vote of seventy-five percent (75%) of the entire membership of record and a successor may then be elected to fill the vacancy thus created. Any director whose removal has be proposed by the members shall be given an opportunity to be heard at the meeting.

Section 6. Compensation. No compensation shall be paid to directors for their services as directors. No remuneration shall be paid to a director for services performed by him for the corporation in any other capacity, unless a resolution authorizing such remuneration shall have be unanimously adopted by the Board of Directors before the services are undertaken.

Section 7. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such time and place as shall be fixed at the meeting at which such directors were elected, and no notice shall be necessary to the newly elected directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two such meeting shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail, telephone, or telegraph, at least three (3) days prior to the day named for the meeting.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each director, given personally or by mail, telephone, or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least fifty percent (50%) of the directors.

Section 10. Waiver of Notice. Before or at any meeting of the Board of Directors, and director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 11. 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 be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

Section 12. Adjournments. The Board of Directors may adjourn any meeting from day to day or for such other time as may be prudent or necessary in the interests of the corporation, provided that no meeting may be adjourned for a period longer than thirty (30) days.

Section 13. Fidelity Bonds. The Board of Directors may require that all officers and employees of the corporation handling or responsible for corporation funds shall furnish adequate Fidelity Bonds. The premiums on such bonds shall be paid by the corporation.

Section 14. Other Powers. The Board of Directors shall, in addition to the other powers and duties set forth herein, be charged with the following powers and duties:

1. To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations and all other provisions set forth in the Condominium Declaration submitting the property to the provisions of the Condominium Ownership Act of the State of Colorado.
2. To establish, make and enforce compliance with such reasonable house rules as may be necessary for the operation, use and occupancy of this condominium project with the right to amend same from time to time. A copy of such rules and regulations shall be delivered to mailed to each member promptly upon the adoption thereof.
3. To keep in good order, condition and repair all the general and limited common elements and all items of personal property, if any, used in the enjoyment of the entire premises.
4. To purchase and maintain in full force and effect fire and extended coverage insurance, to the extent reasonably obtainable, insuring the condominium units, the clubhouse, other insurable improvements to the common elements and fixtures, equipment and personal property acquired by the corporation for the benefit of the corporation and its members in an amount equal to ninety (90%) percent of the replacement value of such property excluding from such replacement value of land, foundations, parking areas, lawns, trees, shrubbery, fencing (unless insured) and television antennas. Replacement value shall be determined annually. Further, to purchase and maintain in full force and effect, workman’s compensation and employer’s liability insurance upon all employees of the corporation and comprehensive general liability insurance in behalf of the corporation and its members with limits for bodily injury liability of not less than One Hundred Thousand Dollars ($100,000) with respect to each person and Three Hundred Thousand Dollars ($300,000) with respect to each occurrence, and with a limit for property damage liability of not less than Fifty Thousand Dollars ($50,000) with respect to each accident.
5. To fix, determine, levy and collect the monthly prorated assessments to be paid by each of the owners towards the gross expenses of the entire premises and by majority vote of the Board to adjust, decrease or increase the amount of the monthly assessments, and to remit or return any excess of assessments over expense and cash reserves to the owners at the end of each operating year. To levy and collect special assessments whenever in the opinion of the Board it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies. All monthly or other assessments shall be in itemized statement form, shall set forth in detail of the various expenses for which the assessments are being made and shall be mailed to the registered mailing address of the owner not later than on the first day of each month.
6. To collect delinquent assessments by suit or otherwise and to enjoin or seek damages from an owner as is provided in the Declaration and these By-Laws.
7. To protect and defend the entire premises from loss and damage by suit or otherwise.
8. To borrow money and pledge the assets of the corporation as security therefor, but may not borrow in excess of Five Thousand Dollars ($5,000) EXCEPT UPON AFFIRMATIVE VOTE, DURING A REGULAR OR SPECIAL MEETING OF THE CORPORATION, OF SUCH PERSONS WHO REPRESENT TWO-THIRDS (2/3) OF THE TOTAL MEMBERSHIP OF THE CORPORATION.
9. To establish a bank account for the common treasury and for all separate funds which are required or may be deemed advisable by the Board of Directors
10. To enter into contracts within the scope of their duties and powers.
11. To designate the personnel necessary for the maintenance and operation of the general and limited common elements and the building.
12. To enforce the terms and provisions of the Certificate of Incorporation, these By-Laws, the Condominium Declaration, and the rules and regulations established by it, including the right to establish sanctions including the prohibition of use of all or part of the common elements and the right to impose financial penalties.
13. In general, to carry on the administration of this association and to do all of those things, necessary and reasonable, in order to carry out the communal aspect of condominium ownership.

Section 2. Election of Officers. The officers of the corporation shall be elected annually by the Board of Directors at the organizational meeting of each new Board.

Section 3. Removal of Officers. Upon an affirmative vote of three fourths (3/4ths) of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 4. Compensation. No compensation shall be paid to officers for their services as officers. No remuneration shall be paid to an officer for services performed by him for the corporation in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors before the services are undertaken.

Section 5. Vacancies. A vacancy in any officer because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 2. Auditing. AT THE CLOSING OF ALTERNATE FISCAL YEARS, A REVIEW OF THE BOOKS AND RECORDS SHALL BE ACCOMPLISHED, AND AT THE CLOSING OF EVERY SIXTH FISCAL YEAR, A FORMAL AUDIT SHALL BE CONDUCTED. THE REVIEWS AND AUDIT SHALL BE CONDUCTED BY A CERTIFIED PUBLIC ACCOUNTANT, WHOSE REPORT SHALL BE CERTIFIED. THIS REPORT WILL BE AVAILABLE FOR INSPECTION BY CORPORATION MEMBERS. THE REVIEW OF AUDIT REPORTS SHALL BE DISTRIBUTED TO THE MEMBERSHIP WITH THE ANNUAL CORPORATION INCOME AND DUSBURSEMENT REPORT.

Section 3. Inspection of Books. Financial reports, such as are required to be furnished, and the membership records of the corporation shall be available at the principal offices of the corporation for inspection at reasonable times by any members.

Section 4. Execution of Corporation Documents. With the prior authorization of the Board of Directors, all notes, checks, and contracts or other obligations shall be executed on behalf of the corporation by any two officers of the corporation.

Section 5. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors and shall be subject to change by the Board of Directors should corporation practice subsequently necessitate such change.