BYLAWS .w: ELKHORN VILLAGE HOMEOWNERS ASSOCIATION. INC, ARTICLE I PLAN OF OWNERSHIP Section 1.1 Applicability. These Bylaws provide for the governance of Elkhorn Village Homeowners Association, Inc. as it relates to the Community\ located in Natrona County, Wyoming, and more particularly described in the Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Elkhorn Village ("Declaration") has been created by recordation of the Declaration in the Land Records of Natrona County, Wyoming on July 27, 2020 as Instrument No. 1085633 . Section 1.2 Compliance. Every Owner shall comply with these Bylaws. Section 1.3 Office. The principal office of the Association shall be located as set forth in the Articles of Incorporation or at such other place as may be designated from time to time by the Board of Directors. Section 1.4 Bylaws. The Articles of Incorporation and the Declaration are hereby incorporated herein by reference to the same extent as if set forth herein in full. ARTICLE II ASSOCIATION Section 2. l Composition. The Association shall consist of all of the Owners acting as a group pursuant to the Declaration, Association Articles of Incorporation and these Bylaws (collectively, the "Community Instruments"). The Association shall have the responsibility of administering the Community, establishing the means and methods of collecting assessments and charges, arranging for the management of the Community and performing all of the other acts that may be required or permitted to be performed by the Association by the Community Instruments. Except as to those matters which the Declaration specifically requires to be decided by the vote of the Owners, the foregoing responsibilities shall be performed by the Board of Directors or Managing Agent as more particularly set forth in Article III of these Bylaws. 1 Capitalized terms used herein without definition shall have the meanings specified for such terms in the Declaration of Covenants, Conditions and Restrictions made by Blackmore Homes, LLC ("Declarant"), as the same may be amended from time to time ("Declaration"). Section 2.2 Annual Meetings. The annual meeting of the Association shall be held on a date in the month of ----- or such other month from time to time established by the Board of Directors. Section 2.3 Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Community as may be designated by the Board of Directors. Section 2.4 Special Meetings. The President shall call a special meeting of the Association if so directed by resolution of the Board of Directors or upon a petition signed and presented to the Secretary by Owners of not less than forty percent ( 40%) of the aggregate votes of all Owners. The notice of any special meeting shall state the time, place and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. Section 2.5 otice of Meetings. The Secretary shall mail to each Owner a notice of each annual or other meeting of the Association at least ten but not more than fifty days before such meeting, stating the time, place and purposes thereof, including the agenda items. The mailing of a notice of meeting in the manner provided in Section 9 .1 of these Bylaws shall be considered service of notice. Section 2.6 Adjournment of Meetings. If at any meeting of the Association a quorum is not present, any member of the Board of Directors presiding at the meeting may adjourn the meeting. Thereafter, upon not less than fifteen (15) days written notice, such meeting may be reconvened. Section 2.7 Title to Lots. Title to a Lot may be taken in the name of one or more Persons in any manner permitted by law. Section 2.8 Voting. Voting by Owners at all meetings of the Association shall be on the basis of one vote per Lot. Where the ownership of a Lot is in more than one Person, the Lot owners shall designate one individual to cast the vote for the Lot. Wherever the approval or disapproval of an Owner is required by Wyoming law or the Community Instruments, such approval or disapproval shall be made only by the person designated to cast the vote of such Lot at any meeting of the Association. Except where a greater number is required by the Community Instruments, Owners holding more than one half of the aggregate votes cast in person or by proxy at one time at a duly convened meeting ("Majority of the Owners") are required to render a decision at any meeting of the Association. If Declarant or any other person owns or holds title to one or more Lots, except as otherwise prohibited by the Community Instruments, such Lot owner shall have the right to cast the vote for each Lot owned by the Lot owner. No votes allocated to Lots owned by the Association may be cast. Section 2.9 Proxies. A vote may be cast in person or by proxy. Proxies shall be duly executed in writing pursuant to the requirements of the Board of Directors and must be filed with 2 the Secretary before the appointed time of the meeting. Such proxy shall be deemed revoked only upon actual receipt of notice of revocation from the Owner by the Person presiding over the meeting. No proxy shall be valid for a period in excess of one year after its date. Section 2.10 Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of Owners holding ten percent (10%) of the aggregate votes shall constitute a quorum at all meetings of the Association. Section 2.11 Conduct of Meetings. The President may appoint a Person to serve as parliamentarian at any meeting of the Association. The then current edition of Robert's Rules of Order shall govern the conduct of all meetings of the Association when not in conflict with the Community Instruments or Wyoming law. Section 3.1 Board of Directors. ARTICLE III BOARD OF DIRECTORS Management. The affairs of the Association shall be managed by its Section 3 .2 Powers and Duties. The Board of Directors shall have all of the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are by the Community Instruments or Wyoming law required to be exercised and done by the Association. To the extent applicable, the Board of Directors may from time to time elect to have the Association treated as a "homeowners association" within the meaning of Section 528 of the Internal Revenue Code, as amended. The Board of Directors shall have the power to designate those officers authorized to provide such statements to Owners as may be desirable or required pursuant to Wyoming law, and to establish the fees to be charged therefor. In the absence of any designation of a specific officer by the Board of Directors, any officer may sign such statements. The Board of Directors may delegate to one of its members or to a Person employed for such purpose the authority to act on behalf of the Board of Directors on such matters relating to the duties of the Managing Agent (as defined in Section 3.3), if any, which may arise between meetings of the Board of Directors. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall, on behalf of the Association but consistent with Wyoming law to the extent required: (a) Prepare and disseminate to Owners an annual budget in which there shall be established, subject to ratification by the Owners, the Common Expense Liability of each Owner. (b) Make assessments against Owners to defray the costs and expenses of the Community and determine when the same shall commence as to all Lots, establish the means and methods of collecting such assessments from the Owners and establish the period of the installment payments of the annual assessment for Common Expenses. Unless otherwise determined by the Board of Directors, the annual assessment against each Owner for such Owner's Common Expense Liability shall be payable in equal quarterly installments. 3 ( c) Provide for the operation, care, upkeep, maintenance and servicing of the Common Areas and Limited Common Areas except to the extent that operation, care, upkeep, maintenance and service of any Limited Common Area is the responsibility of one or more Owner(s). ( d) Except to the extent the Association contracts with independent contractors for services, designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of aspects of the Community for which the Association is responsible and provide services for the Community and, where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties. ( e) Make commercially reasonable efforts to collect assessments from the Owners, deposit the proceeds thereof in depositories designated by the Board of Directors and use the proceeds to carry out the purposes of the Association. (f) Appoint committees and enact and amend Rules and Regulations from time to time; provided however, that no such Rules and Regulations so adopted shall be in conflict with Wyoming law or the Community Instruments; and provided further that no such Rules and Regulations shall bind or be construed so as to impair in any manner the lien of any charge with respect to any Lot or the Common Areas or Limited Common Areas. (g) Open accounts with banks and other financial institutions on behalf of the Association and designate the signatories thereon. (h) Make, or contract for the making of, repairs, additions and improvements to or alterations of the Common Areas and Limited Common Areas and repairs to and restoration of the Common Areas and Limited Common Areas in accordance with these Bylaws after damage or destruction by fire or other casualty or as a result of condemnation or eminent domain proceedings. (i) Make commercially reasonable efforts to enforce by legal means the provisions of the Community Instruments and the Rules and Regulations and act on behalf of the Owners with respect to all matters arising out of any eminent domain proceedings affecting the Common Areas or the Limited Common Areas. (j) Obtain and carry insurance as provided m the Declaration, pay the premmms therefor and adjust and settle any claims thereunder. (k) Pay the cost of all authorized services rendered to the Association unless directly billed to Owners of individual Lots or otherwise provided for in these Bylaws. 4 (l) Keep books with detailed accounts in chronological order of the Association's receipts and expenditures affecting the Community and the administration of the Community and sufficient to enable the Association to comply with Wyoming law, and cause these books to be audited from time to time if and when determined by the Board of Directors. All financial books and records shall be kept in accordance with generally accepted accounting principles consistently applied (but may be on the cash method of accounting) and shall be open for inspection by Owners and their authorized agents during normal business hours. (m) Acquire, hold and dispose of Lots and Common Areas and Limited Common Areas and subject the same to a security interest. (n) Do such other things and acts not inconsistent with Wyoming law or the Community Instruments which the Board of Directors may be authorized to do under Wyoming law or the Community Instruments or by resolution of the Owners. ( o) Grant permits, licenses and easements under, through and over the Common Areas and Limited Common Areas for drainage, utilities, roads and access and other purposes which are reasonably necessary to the ongoing operation of the Community and the development of the Expansion Property or for conservation purposes. (p) Enter into cost sharing agreements and shared use and maintenance agreements and contract with or jointly contract with others for the discharge of any power or responsibility of the Association. ( q) Maintain or support certain activities within the Community designed to make the Community safer than it otherwise might be. Neither the Association, its Board of Directors or committees, nor Declarant shall in any way be considered insurers or guarantors of security within the Community, nor shall any of them be held liable for any loss or damage by reason of failure to provide adequate security or the ineffectiveness of security measures undertaken. No representation or warranty is made that any measures taken, including any mechanism or system for limiting access to the Community, cannot be compromised or circumvented, nor that any such security measures undertaken will in all cases prevent loss or provide the protection for which the system is designed or intended. Each Owner acknowledges, understands and covenants to inform his tenants and all occupants of his Lot that the Association, its Board of Directors and committees and Declarant are not insurers and that each Person within the Community assumes all risks of personal injury and loss or damage to property, including Lots and the contents of Lots, resulting from acts of third parties. (r) Provide other services to Owners and to occupants of Lots as the Board of Directors ( or, as set forth in the Declaration, as the Architectural Review Board) may from time to time determine in its sole discretion. (s) Adjacent to or in the vicinity of the Community, there may be certain residential, recreational, retail, commercial or business areas, which are not subject to the Declaration and which are neither Lots nor Common Areas as defined in the Declaration (hereinafter "adjacent properties"). The owners of such adjacent properties shall not be members of the Association, shall not be entitled to vote, and shall not be subject to assessment under the 5 Declaration. The Association may enter into cost sharing agreements ("Cost Sharing Agreements") with the owners or operators of portions of the adjacent properties: (i) to obligate the owners or operators of such adjacent properties to share in certain costs associated with the maintenance, repair, replacement and insuring of portions of the areas, if any, which are used by or jointly benefit the owners or operators of such adjacent properties and the Owners within the Community; (ii) to permit use of any recreational and other facilities located on such adjacent properties by all Owners or by certain specific Owners; and/or (iii) to obligate the Association to share in certain costs associated with the maintenance, repair, replacement and insuring of portions of such adjacent properties, if any, which are used by or benefit jointly the owners or operators of such adjacent properties and the Owners. The owners or operators of such adjacent properties shall be subject to assessment by the Association only in accordance with the provisions of such Cost Sharing Agreement(s). If the Association is obligated to share costs incurred by the owners or operators of such adjacent properties, the Cost Sharing Agreement shall provide whether such payments by the Association shall constitute Common Expenses of the Association. The owners or operators of the adjacent properties shall not be subject to the restrictions contained in this Declaration except as otherwise specifically provided in the Cost Sharing Agreement. Section 3.3 Managing Agent. The Board of Directors may employ for the Community a "Managing Agent" at a compensation to be established by the Board of Directors. (a) Duties. The Managing Agent shall perform such duties and services as the Board of Directors shall authorize, which may include but are not limited to the duties listed in paragraphs (a), (c), (d), (e), (h), (i), G), (k), (1), (n), (p), (q) and (r) of Section 3.2. The Board of Directors may delegate to the Managing Agent all of the powers granted to the Board of Directors by these Bylaws other than the powers set forth in paragraphs (b), (t), (g), (m), (o), and (s) of Section 3.2. The Managing Agent may perform the obligations, duties and services relating to management of the Community and the rights of holders of a note secured by a deed of trust or mortgage encumbering a Lot ("Mortgagees") and may make recommendations concerning the maintenance of reserve funds in compliance with the provisions of these Bylaws. (b) Standards. The Board of Directors may impose appropriate standards of performance upon the Managing Agent. Unless the Managing Agent is instructed otherwise by the Board of Directors, a monthly financial report shall be prepared for the Association disclosing: 6 (i) all income and disbursement activity for the preceding month; (ii) the status of all accounts in an "actual" versus "projected" (budget) format; and (iii) any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding either the operating reserve or ten percent of a major budget category. (c) Liaison. The Board of Directors may designate one of its members as liaison officer who shall be authorized to instruct and deal with the Managing Agent on any matter relating to the Community. Section 3.4 Number, Election and Term of Office. The number of members of the Board of Directors shall initially be three for the first three years of the Association's existence and then shall increase to five in year four. Board members shall serve three year terms, except that during the first three years of the Association's existence one Board member shall initially serve for a one year term and a second Board member shall serve a two year term. At the expiration of such member's initial terms, the term of the successor thereto shall be three years. In year four of the Association's existence the number of Board members shall increase from three to five. The two additional directors shall serve initial terms of two and three years, respectively. At the expiration of such additional member's initial terms, the term of the successor thereto shall be three years. The election of Board members shall take place annually at the meeting of Members for all Board member vacancies created by resignation or expiration of a Board member's term. If a vacancy exists, the remaining Board members may appoint a successor to serve until the next annual meeting of Members. Section 3 .5 Removal or Resignation of Members of the Board of Directors. Directors may be removed by a vote of a majority vote of Members in attendance at a special meeting called for such purpose. Section 3.6 Vacancies. If a vacancy exists, the remaining Board members may appoint a successor to serve until the next annual meeting of Members. Section 3. 7 Organization eeting. The first meeting of the Board of Directors following the meeting of the Association at which any director is elected shall be held within thirty days thereafter at such time and place as shall be fixed by the Board of Directors at the meeting at which such Board of Directors shall have been elected, and no notice shall be necessary to the newly elected members of the Board of Directors in order to legally constitute such meeting provided that a quorum of the Board of Directors shall be present thereat. Section 3.8 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 such meetings shall be held at least once during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each director by mail, email or facsimile, at least three business days before the day named for such meeting. Section 3.9 Special Meetings. Special meetings of the Board of Directors may be 18 called by the President on three business days' notice to each director, given by mail, email or facsimile, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and with like notice on the written request of at least a majority of the directors. Section 3.10 Waiver of otice. Any director may at any time, in writing signed by such director, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board of Directors shall constitute a waiver of notice by him of such meeting. If all directors are present at any meeting of the Board of Directors, no notice shall be required, and any business may be transacted at such meeting. Section 3 .1 l uorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, those present may adjourn the meeting from time to time. At any such 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 3.12 Compensation. No director shall receive any compensation from the Association for acting as such; however, any director may be reimbursed for actual expenses incurred. Section 3 .13 Action Without Meeting. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if the number of members of the Board of Directors required to take such action shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors. ARTICLE IV OFFICERS Section 4.1 Designation. The principal officers of the Association shall be the President, the Vice President, the Secretary and the Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an assistant treasurer, an assistant secretary and such other officers as in its judgment may be necessary. The President shall be a member of the Board of Directors. Any other officers may, but need not, be members of the Board of Directors. Any two or more offices may be held by the same individual, except the offices of President and Secretary. Section 4.2 Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors. Section 4.3 Removal of Officers. Upon the affirmative vote of the number of members of the Board of Directors required under Section 3 .11 of the Bylaws, any officer may 19 be removed when, in the opm1on of such maJ onty, removal is in the best interests of the Association, and a successor may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for such purpose. Section 4.4 President. The President shall be the chief executive officer of the Association, preside at all meetings of the Association and of the Board of Directors, and have all of the powers and duties which are incident to the office of president of a corporation under Wyoming law. Section 4.5 Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board of Directors to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors or by the President. Section 4.6 Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors, have charge of such books and papers as the Board of Directors may direct, maintain a register setting forth the place to which all notices to Owners and Mortgagees hereunder shall be delivered and, in general, perform all the duties incident to the office of secretary of a corporation under Wyoming law. Section 4.7 Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities and shall be responsible 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, be responsible for the deposit of all monies and other valuables in the name of the Association in such depositories as may from time to time be designated by the Board of Directors and, in general, perform all the duties incident to the office of treasurer of a corporation under Wyoming law. Section 5.1 ARTICLE V ARCIDTECTJJRA L STANDARDS Architectural Review Board. (a) An Architectural Review Board ("ARB") shall be established for the purpose of reviewing and, as appropriate, approving or disapproving all plans submitted by members in accordance with this Article and Declaration and any design criteria, standards and guidelines ( collectively, the "Design Guidelines") promulgated and amended or supplemented by the ARB from time to time, and the ARB shall constitute the Design Review Committee contemplated by the Declaration. The Design Guidelines may, among other things, include construction rules and procedures and erosion control requirements. The Design Guidelines may provide for different standards for each portion of the Community governed thereby. The ARB shall be composed of such number of persons as are from time to time appointed by Declarant, or by the Board of Directors of the Association only from and after the date on which Declarant delegates this responsibility to the Association. The members of the ARB shall serve for such terms as may be 20 determined by Declarant or the Board of Directors of the Association, as the case may be. (b) Before commencing the construction, erection or installation of any landscaping, flag pole, lawn or garden statuary and ornamentation, building, fence, wall, animal pen or shelter, exterior lighting, sign, mailbox or mailbox support, or other structure or improvement ( each of the foregoing being hereinafter referred to as an "Improvement") on a Lot, including any site work in preparation therefor, and before commencing any alteration, enlargement, demolition or removal of an Improvement or any portion thereof in a manner that alters the exterior appearance (including paint color) of the Improvement or of the Lot on which it is situated, other than an Improvement or an alteration of an Improvement which the Design Guidelines expressly authorize without a requirement for specific approval, the Owner of the Lot shall submit to the ARB such plans, specifications and other information in such form and number of copies as it shall require. The required plans, specifications and other information may be set forth in Design Guidelines published by the ARB. The ARB shall not be required to review any plans and specifications unless and until all required information is submitted to it. Each Owner shall complete the initial construction of Improvements on a Lot within two (2) years after commencement of construction, unless the time period is extended by the ARB for good cause in its sole discretion, not to exceed six ( 6) months. All other construction shall be completed within the time limits established by the ARB at the time the project is approved by the ARB. Completion of a structure shall include completion of all landscaping in accordance with the plans approved by the ARB and shall require (i) if available, issuance of a certificate of occupancy ( or local equivalent) by the appropriate governmental authority and (ii) issuance of a certificate of completion by the ARB. The ARB may also require an Owner or a builder or contractor constructing Improvements to post with it, in amount and form acceptable to it: (i) a completion bond or deposit to insure that the Improvements are completed in compliance with the plans and specifications approved by the ARB; and (ii) a compliance bond or deposit to assure repair of damage caused by construction, personnel or equipment to adjacent property, trash removal, routine maintenance and compliance with construction rules and erosion control measures. ( c) In connection with discharge of its responsibilities, the ARB may engage or consult with architects, engineers, planners, surveyors, attorneys and others. Each application to the ARB shall include a Construction Service Fee in an amount determined from time to time by the ARB. The Construction Service Fee shall be made payable to the Declarant (or the Association if and when it appoints the ARB and may be used for, among other things, the cost of having applications for construction reviewed by architects, engineers and other professionals, the cost of reviewing applications for general contractor approval, the cost of monitoring construction for compliance with the plans and specifications approved by the ARB and the repair of damage to the Community caused by construction activity. The payment of the Construction Service Fee is a condition precedent to the review and consideration of the plans and specifications by the ARB. ( d) The ARB shall not knowingly approve the plans for any Improvement that would clearly violate any of the provisions of the Community Instruments. In all other respects, the ARB may exercise its sole discretion in determining whether to approve or disapprove any plans and specifications, including, without limitation, the location of any Improvement on a Lot. DECLARANT CONTROLS THE ARB AND UNLESS AND UNTIL DECLARANT 21 DELEGATES ITS FUNCTIONS TO THE ASSOCIATION, THE ASSOCIATION HAS NOTHING TO DO WITH THE DECISIONS OF THE ARB. SO LONG AS THE ARB IS CONTROLLED BY DECLARANT AND SO LONG AS DECLARANT HAS AUTHORITY TO APPROVE PLANS FOR AN IMPROVEMENT OR MODIFICATION THEREOF, DECLARANT AND THE ARB HA VE NO OBLIGATION OR DUTY WHATSOEVER TO THE ASSOCIATION OR ANY OTHER PERSON EXCEPT AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SUBSECTION 5. l(d). (e) No Improvement shall be constructed, erected, installed or maintained on any Lot, nor shall any Improvement be altered, enlarged, demolished or removed in a manner that alters the exterior appearance (including paint color) of the Improvement or of the Lot on which it is situated, unless the plans and specifications therefor have been approved by the ARB or unless the Design Guidelines expressly authorize the same without requiring specific approval. In determining whether to approve or disapprove each submission, the ARB may consider, among other things, the quality of workmanship and design, harmony of external design with existing structures, location in relation to surrounding structures, topography and finish grade elevation. Decisions may be based solely on aesthetic considerations. Each Owner acknowledges that opinions on aesthetic matters are subjective and may vary over time. Notwithstanding the above, the ARB by resolution may exempt certain activities from the application and approval requirements of this Article; provided such activities are undertaken in strict compliance with the requirements of such resolution. After the plans and specifications therefor have been approved, all Improvements shall be constructed, erected, installed, maintained, altered, enlarged, demolished or removed strictly in accordance with the approved plans and specifications. Upon commencing the construction, erection, installation, alteration, enlargement, demolition or removal of an Improvement, all of the work related thereto shall be carried on with reasonable diligence and dispatch and in accordance with the construction schedule, if any, approved by the ARB. (f) The ARB may, in its discretion, establish Design Guidelines to be used in considering whether to approve or disapprove plans and to authorize in advance certain Improvements or alterations to Improvements without requiring specific approval. Without limiting the scope of the Design Guidelines, the same may, for example, address such matters as signage, tree removal, lighting visible from the street, temporary or detached structures, utility tines, mailboxes, minimum and maximum dwelling sizes and window treatments. Nothing contained in this Article or the Declaration shall require the ARB to approve the plans and specifications for Improvements on a Lot on the grounds that, the layout, design and other aspects of such Improvements are the same or substantially the same as the layout, design and other aspects of Improvements approved by the ARB for another Lot. The Design Guidelines are intended to provide guidance to Owners regarding matters of particular concern to the ARB in considering applications hereunder. The Design Guidelines are not the exclusive basis for decisions of the ARB, and compliance with the Design Guidelines does not guarantee approval of any application. There shall be no limitation on the scope of amendments to the Design Guidelines; the ARB is expressly authorized to amend the Design Guidelines to make the same less restrictive. Each Owner acknowledges that the Design Guidelines in effect on the date of submission of his plans and specifications shall control in the event that such Design Guidelines vary from prior versions. Approval of proposals, plans and specifications or drawings for any 22 work done or proposed, or in connection with any other matter requiring approval, shall not be deemed to constitute a waiver of the right to withhold approval as to any similar proposals, plans and specifications, drawings or other matters subsequently or additionally submitted for approval. The ARB may grant variances from the Design Guidelines to any Owner. The ARB may pass, rules and regulations concerning the location and screening of wood piles, the extent to which exterior holiday and other decoration is permitted and the time period(s) when same may be displayed. (g) All dwellings constructed on any Lot shall be designed by and built in accordance with the plans and specifications of a licensed architect or other qualified building designer approved by the ARB. In order to ensure that appropriate standards of construction are maintained throughout the Community, all architects, builders and general contractors must be approved by the ARB prior to engaging in any construction activities. The ARB shall implement an approval process utilizing established criteria and requiring the submission of a written application for approval. Approval of architects, builders and general contractors shall not be construed as a recommendation of a specific architect, builder or general contractor by the ARB or the Declarant, nor a guarantee or endorsement of the work of such architect, builder or general contractor. Once approved (unless such approval is withdrawn by the ARB), an approved architect, builder or general contractor shall not be required to re-submit to the approval process. The approval by the ARB of any plans and specifications and any requirement by the ARB that the plans and specifications be modified shall not constitute a warranty or representation by the ARB or the Declarant of the adequacy, technical sufficiency, code compliance or safety of the Improvements described in such plans, as the same may be modified; and the Declarant and the ARB shall have no liability whatsoever for the failure of the plans and specifications or the Improvements to comply with applicable building codes, laws and ordinances or to comply with sound engineering, architectural and construction practices. In addition, in no event shall the Declarant or the ARB have any liability whatsoever to any Person for any costs or damages ( consequential or otherwise) that may be incurred or suffered on account of the ARB' s approval, disapproval or conditional approval of any plans and specifications. The standards and procedures established pursuant to this Article and Declaration are intended to provide a mechanism for maintaining and enhancing the overall aesthetics of the Community only, and shall not create any duty to any Person. Review and approval of any application pursuant to this Article is made primarily on the basis of aesthetic considerations and neither the Declarant nor the ARB shall bear any responsibility for ensuring the structural integrity or soundness of approved construction or modifications, the adequacy of soils or drainage or compliance with building codes and other governmental requirements. Neither the Declarant nor the ARB nor any committee or panelist of any of the foregoing shall be held liable for any injury, damage or loss arising out of the manner or quality of approved construction or modification to any Lot. (h) Lots may be subject to the Building Envelopes and setbacks. (i) Except as may be permitted by the ARB (which permission may be withdrawn in its sole discretion), no construction trailer or other temporary shelter shall be placed on or near a Lot before or during construction of the Improvements thereon. Any such construction trailer or temporary shelter shall be promptly removed after completion of construction, and no mobile home or temporary shelter shall thereafter be placed or maintained on the Lot. 23 (j) Declarant, the ARB or the Board of Directors ( after the Association has authority to appoint the members of their ARB), or the representatives of each, shall have the right, during reasonable hours and after reasonable notice, to enter upon any Lot to inspect for the purpose of ascertaining whether any Improvement is in violation of this Article. Any Improvement placed or made in violation of this Article shall be deemed to be nonconforming. Upon written request from the ARB, the Owner shall, at his own cost and expense, remove such Improvement and restore the Lot substantially the same condition as existed prior to the nonconforming work. Should a Lot Owner fail to remove and restore as required, any authorized agent of Declarant, the ARB or the Board of Directors shall have the right to enter the Lot, remove the violation and restore the Lot to substantially the same condition as previously existed. Entry for such purposes and in compliance with this Subsection shall not constitute a trespass. In addition, the Board of Directors may enforce the decisions of the Declarant or the ARB by any means of enforcement described in the Community Instruments. All costs of enforcement, together with attorney's fees and interest at the lesser rate of 12% per annum or the maximum rate then allowed by law, may be assessed against the Lot and collected as an assessment. (k) The ARB may from time to time establish and amend Uniform Maintenance Standards applicable to Lots (and the landscaping and improvements located thereon) located within any neighborhood or subdivision or discrete group of Lots within the Community and, in order to assure maintenance of those Lots (and the landscaping and improvements located thereon) in accordance with the applicable standard, may cause the Association to perform ( or contract with a third party to perform) the required maintenance. If the Association performs (or contracts with a third party to perform) the maintenance required by the applicable standard, the cost thereof shall be allocated among the Owners of the Lots affected by the uniform standard in the same manner as if the Association were maintaining Limited Common Areas appurtenant to such Lots, and the Association shall have the same lien and other rights relating to enforcement, collection and late payment of assessments as apply to other assessments levied by the Association. ARTICLE VI MORTGAGES AND SALE OF UNITS Section 6.1 Notice to Board of Directors. An Owner who mortgages his Lot shall notify the Association of the name and address of his Mortgagee. Any Mortgagee may give written notice to the Association of its name and address and the Lot number or the address of the Lot to which its charge applies. Section 6.2 Notice of Default. Upon request, the Association shall give notice to any Mortgagee of a default in paying an assessment or any other default with respect to that Mortgagee's Lot which has not been cured within sixty (60) days. Section 6.3 Other Rights of Mortgagees. Upon request, any Mortgagee shall be entitled to receive written notice of meetings of the Association, and all Mortgagees or their designees shall be entitled to attend meetings of the Association, and shall have the right to speak thereat. Section 6.4 Notice of Sale or Transfer of Title. Any Owner (other than Declarant) 24 selling or otherwise transferring title to a Lot shall give the Board of Directors, not later than seven (7) days following the closing of the transfer, written notice of the name and address of the purchaser or transferee, the date of such transfer of title and such other information as the Board of Directors may reasonably require. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Owner of the Lot, including assessment obligations, until the date upon which such notice is received by the Board of Directors, notwithstanding the transfer of title. ARTICLE VII COMPLIANCE AND DEFAULT Section 7 .1 Relief Each Owner shall be governed by, and shall comply with, all of the terms of the Community Instruments and Wyoming law as any of the same may be amended from time to time. In addition to the remedies provided in Wyoming law, a default by an Owner shall entitle the Association, acting through its Board of Directors or through the Managing Agent, to the following relief: (a) Additional Liability. Each Owner shall be liable for the expense of all maintenance, repair or replacement rendered necessary by his act, neglect or carelessness or the act, neglect or carelessness of any member of his family or his employees, agents, licensees, tenants and guests but only to the extent that such expense is not covered by the proceeds of insurance carried by the Association. (b) Costs and Attorney's Fees. In any proceedings arising out of any alleged default by an Owner, the Association, if it prevails, shall be entitled to recover the costs of such proceeding and such reasonable attorney's fees as may be determined by the court. ( c) No Waiver of Rights. The failure of the Association, the Board of Directors or an Owner to enforce any right, provision, covenant or condition which may be granted by the Community Instruments or Wyoming law shall not constitute a waiver of the right of the Association, the Board of Directors or the Owner to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association, the Board of Directors or any Owner pursuant to any term, provision, covenant or condition of the Community Instruments or Wyoming law shall be deemed to be cumulative, and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies; nor shall it preclude the party exercising the same from exercising such other privileges as may be granted to such party by the Community Instruments or Wyoming law. ( d) Interest. In the event of a default by any Owner in paying any sum assessed against his Lot which continues for a period in excess of ten (10) days, then the amount unpaid shall, at the option of the Association, bear interest from its due date until paid at the annual interest rate of eighteen percent (18.00%) per annum or the maximum rate permitted by law if less than eighteen percent (18.00%) per annum without being subject to the defense of usury. (e) Abating and Enjoining Violations by Owners. The violation of any of the Rules and Regulations adopted by the Board of Directors or the breach of any provision of the Community Instruments or Wyoming law shall give the Board of Directors the right, in addition to 25 any other rights set forth in these Bylaws: (a) to enter the portion of the Community in which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Owner, any condition that may exist therein contrary to the intent and meaning of the provisions of the Community Instruments (however, judicial proceedings shall be instituted before any items of construction on any Lot are altered or demolished), and the Board of Directors shall not thereby be deemed guilty in any manner of trespass; or (b) to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach. (f) Legal Proceedings. Failure to comply with any of the terms of the Community Instruments and the Rules and Regulations shall be grounds for relief, including without limitation, an action to recover any sums due for money damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief provided for in these Bylaws or Wyoming law or any combination thereof and any other relief afforded by a court of competent jurisdiction, all of which relief may be sought by the Association, the Board of Directors, the Managing Agent or by any aggrieved Owner and shall not constitute an election of remedies. Section 7.2 Litigation. Except as provided below, no judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by a vote of seventy-five percent (75%) of the total votes in the Association. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of the Community Instruments or the Rules and Regulations (including, without limitation, the foreclosure of liens); (b) the imposition and collection of assessments; ( c) proceedings involving challenges to taxation; ( d) counterclaims brought by the Association in proceedings instituted against the Association, or ( e) actions brought by the Association against any insurer, contractor, vendor or supplier of goods or services arising out of a contract for insurance or services or supplies. This Section shall not be amended unless such amendment is approved by the percentage of votes necessary to institute proceedings as provided above. Section 7.3 Lien for Assessments. (a) The total annual assessment of each Owner for Common Expenses or any special or other assessment made pursuant to these Bylaws or the Declaration, together with any interest or late charge applicable to such assessment and together with any costs of collection (including attorney's fees), is hereby declared to be a lien against the Lot of such Owner as provided under Wyoming law. The Board of Directors or the Managing Agent may file or record such other or further notice or memorandum of any such lien, or such other or further document, as may be required by Wyoming law to confirm the establishment and priority of such lien or to enforce same. (b) The lien for assessments may be enforced and foreclosed in the manner provided by Wyoming law by action in the name of the Board of Directors or the Managing Agent, acting on behalf of the Association, or by statutory advertisement and sale as provided in Wyo. Stat. § 34-4-101 et seq .. ( c) A suit to recover a money judgment for unpaid contributions may be maintained without foreclosure or waiving the lien securing the same, and a judicial foreclosure may be 26 maintained notwithstanding the pendency of any suit to recover a money judgment. Section 7.4 Mortgage Protection. Notwithstanding any other provisions hereof to the contrary, the lien of any assessment levied pursuant to these Bylaws upon any Lot (and any penalties, interest on assessments, late charges and the like) shall have the priority set forth in the Declaration and applicable Wyoming law. Section 7.5 Dispute Resolution. Any Owner or occupant must give written notice to the Board of Directors requesting a hearing with the Board of Directors and attend such hearing to discuss amicable resolution of any dispute as a condition precedent to that Owner or occupant filing any lawsuit against the Association, the Board of Directors, any director or any Managing Agent of the Association. The Owner or occupant shall, in such notice and at the hearing, make a good faith effort to explain the grievance to the Board of Directors and to resolve the dispute in an amicable fashion and shall give the Board of Directors a reasonable opportunity to address the Owner's or occupant's grievance before filing suit. Upon receiving a request for a hearing, the Board of Directors shall give notice of the date, time and place of the hearing to the Person requesting the hearing. The Board of Directors shall schedule this hearing for a date no less than seven (7) nor more than twenty-one (21) days from the date of receipt of the notice of hearing by the Person requesting the hearing. ARTICLE VIII AMENDMENTS TO BYI ,AWS Section 8.1 Amendments. These Bylaws may be modified or amended only in the manner reserved in the Declaration for amendments to the Declaration; provided however, that until the expiration of the Period of Declarant Control (i) Sections 3.2, 3.3 and 3.4; (ii) Article V; and (iii) this Article VIII may not be amended without the consent in writing of the Declarant, and provided further, that amendment of Section 7.2 is subject to the requirements of that Section. All amendments to the Bylaws shall be prepared and recorded in the minute book by the Secretary. ARTICLE IX MISCELLANEOUS Section 9. l Notices. All notices, demands, bills, statements or other communications required or permitted under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally against receipt or if sent by recognized overnight courier service, email, or facsimile transmission, (i) if to an Owner, at the address which the Owner shall designate in writing and file with the Secretary or, if no such address is designated, at the address of the Lot of such Owner, or (ii) if to the Association or the Board of Directors, at the principal office of the Association or at such other address as shall be designated by notice in writing to the Owner pursuant to this Section, or (iii) if to a Mortgagee, to the address provided by the Owner or to such other address as the Mortgagee may specify by written notice to the Association. Section 9.2 Captions. The captions herein are inserted only as a matter of 27 convenience and for reference, and in no way define, limit or describe the scope of these Bylaws or the intent of any provision thereof. Section 9.3 Gender. The use of the masculine gender in these Bylaws shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires. Section 9.4 Construction. These Bylaws are intended to comply with all of the applicable provisions of Wyoming law and shall be so interpreted and applied.