Final Revised By-Laws 06052014 Rev 7 1

Bylaws of STPO

SaddleBrooke Two Property Owners

APPROVED BY MEMBERS: April 5, 1999 Annual Meeting

Adopted by STPO Board: May 26, 1999 Board Meeting

AS AMENDED BY MEMBERS: April 10, 2000 Annual Meeting

March 12, 2001 Annual Meeting

March 31, 2003 Annual Meeting

AS AMENDED BY MEMBERS: June 5, 2014 Board Meeting

Table of Contents

Article I. IDENTITY 3

Section 1. Declaration 3

Section 2. Principal Office 3

Article II. PURPOSE 3

Article III. DEFINITIONS 4

Article IV. POWERS OF THE ORGANIZATION 8

Section 1. General Powers 8

Section 2. Emergency Powers 9

Article V. MEMBERSHIP 9

Section 1. Membership 9

Section 2. Membership Rights 9

Section 3. Annual Membership Dues 9

Article VI. ORGANIZATION MEETINGS 10

Section 1. Annual and Special Meetings 10

Section 2. Quorum 11

Article VII. BOARD OF DIRECTORS 11

Section 1. Requirement 11

Section 2. Qualifications of Directors 12

Section 3. Election and Term of Office 12

Section 4. Nomination Procedure 12

Section 5. Removal of Directors 13

Section 6. Vacancies 13

Section 7. Resignation of Directors 13

Section 8. Organizational Board Meetings 13

Section 9. Regular Board Meetings 13

Section 10. Special Board Meetings 13

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Section 11. Meetings by Telephone Conference 14

Section 12. Open Meetings 14

Section 13. Quorum of the Board of Directors 14

Section 14. Treasurer’s Expenses 14

Article VIII. OFFICERS 15

Section 1. Designation 15

Section 2. Election of Officers 15

Section 3. Term and Removal of Officers 15

Section 4. President 15

Section 5. Vice-President 15

Section 6. Secretary 15

Section 7. Treasurer 16

Article IX. COMMITTEES 16

Section 1. Eligibility 16

Section 2. Special Committees 16

Section 3. Standing Committees 16

Section 4. Other Committees 16

Article X. INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYES AND OTHER AGENTS 16

Article XI. DISSOLUTION 17

Article XII. FISCAL YEAR 17

Article XIII. RECORDS AND REPORTS 17

Section 1. Corporate Records 17

Section 2. Inspection of Records by Members 18

Section 3 Exceptions to the Inspections

Of Records 18

Section 4. Scope of Inspection Rights 19

Article XIV POLICIES AND PROCEDURES 19

Article XV. PARLIAMENTARY AUTHORITY 19

Article XVI. AMENDMENTS TO BYLAWS 19

ASSENT TO BYLAWS 20

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BYLAWS OF SADDLEBROOKE TWO PROPERTY OWNERS (STPO)

ARTICLE I. INDENTITY

Section 1. Declaration The name of this non-profit Corporation is the SADDLEBROOKE TWO PROPERTY OWNERS ORGANIZATION, INC. (STPO), hereinafter referred to as the "ORGANIZATION." The Organization has been formed and exists as a nonprofit Corporation under Title 10, Chapters 24 through 40, of the Arizona Revised Statutes, created by Articles of Incorporation dated September 9, 1998, and filed on October1, 1998.

Section 2. Principal Office The principal office of the Organization shall be located at the MountainView Country Club, 38759 South MountainView Boulevard, Tucson, Arizona , 85739, or at such other place in Pinal County, State of Arizona, as the Board of Directors may designate from time to time.

ARTICLE II. PURPOSE

The purpose of this Organization is "to represent the interests of the Homeowners of HOA #2 through transition" by:

  1. a. Serving as an advocate for the Homeowners, as a group, in that portion of SaddleBrooke Community known as SaddleBrooke Homeowners Association No. 2 (HOA #2), located in Pinal County, Arizona.
  1. b. Promoting a mutually beneficial spirit of cooperation between the Homeowners of HOA #2 and SaddleBrooke Development Company (the Developer).
  1. c. Promoting and supporting the social activities and mutually beneficial cooperation between the Homeowners of that portion of the SaddleBrooke Community known as SaddleBrooke Homeowners Association #1 (HOA #1), and the neighbors in surrounding communities in Pinal and Pima counties.
  1. d. Recognizing that the Developer now controls HOA #2 STPO as an elected body representing the interests of Homeowners shall:

Represent the interests of the Homeowners in establishing the terms and conditions for transition negotiations by developing long-range plans and by obtaining input from Homeowners regarding their priorities.

The organization elects its own Board Members consisting of seven (7) Homeowners and is separate and distinct from the entity known as "SaddleBrooke Homeowners Association No. 2, Inc." The Organization supports and acts as a liaison with the HOA #2 Board and its committees.

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ARTICLE III. DEFINITIONS

In this Article, unless the context otherwise requires:

  1. a. "Act of the Board of Directors" means either:
  1. (1) An act of the majority of the directors present at a duly called meeting at which a quorum is present, or
  1. (2) An action taken by written consent of the directors.
  1. b. "Address" means a mailing address.
  1. c. "Articles of Incorporation" means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger.
  1. d. "Board" or "Board of Directors" means the group of persons elected by the members of the organization or appointed by the Board of Directors when vacancies occur. No person or group of persons shall be deemed to be the Board of Directors solely because of powers delegated to a person or group by the Board.
  1. e. "Business Day" means a day that is not a Saturday, a Sunday, or any other legal holiday in this state.
  1. f. "Bylaws" means the code of rules adopted for the regulation or management of the affairs of the Organization irrespective of the name by which those rules are designated.
  1. g. "Closed Contract" means a purchase agreement for a home in SaddleBrooke HOA #2 that has closed escrow and the Homeowners has taken legal possession of the property.
  1. h. "Commission" means the Arizona Corporation Commission.
  1. i. "Corporation" or "Domestic Corporation" means a nonprofit corporation that is not a foreign corporation and that is incorporated under the laws of Arizona.
  1. j. "Court" means the Superior Court of Arizona.
  1. k. "Declaration" means any instruments, however denominated, that establish a planned community and any amendment to those instruments.
  1. l. "Deliver" includes mail, private courier, tubes, facsimile transmission or electronic mail.
  1. m. "Delivery" means actual receipt by the person or entity to which directed.

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  1. n. "Developer" means SaddleBrooke Development Company, an Arizona Corporation, whether acting in its own capacity or through a trustee, and its successors and assignees.
  1. o. "Director" means a members in good standing elected by the membership or appointed by the Board of Directors to serve as a Board Member of the Organization.
  1. p. "Dissolved" means the status of the Organization on either:
  1. (1) The effective date of the articles of dissolution, or
  1. (2) The effective date of a decree of dissolution issued by the commission.
  1. q. "Effective Date of Notice" is a notice distributed by the Organization and is effective:
  1. (1) When received,
  1. (2) Five days after it is deposited in the U.S. Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or
  1. (3) On the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and if the receipt is signed by or on behalf of the addressee.
  1. r. "Employee" means an officer, director, or other person who is employed by the Organization.
  1. s. "Entity" includes a corporation, not for profit corporation, business corporation, profit and not for profit unincorporated association, closed corporation, corporation sole limited liability company, registered limited liability partnership, or professional corporation, association, limited liability company, or registered limited liability partnership, business trust, estate, partnership, trust, joint venture (two or more persons having a joint or common economic interest), any person other than an individual, a state, or the United States.
  1. t. "Executed by the Organization" means executed by manual or facsimile signature on behalf of the Organization by a duly authorized officer or, if the Organization is in the hands of a receiver or trustee, by the receiver or trustee.
  1. u. "Expenses" include all costs and expenses reasonably related to operating STPO affairs. .
  1. v. "Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:
  1. (1) Determining that the filing fee requirements have been satisfied,

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  1. (2) Determining that the document appears in all respects to conform to the requirements of the State of Arizona non-profit laws, and
  1. (3) On making the determinations, endorsement of the word "filed" with the applicable date on the document and on all additional copies delivered with the document and the return of the additional copies to the person who delivered them or the person’s representative.
  1. w. "Full Time Resident" means a Homeowner who resides in SaddleBrooke at least nine (9) months of the calendar year.
  1. x. x. "Homeowner" means any owner(s) of record of a home on any residential lot with a closed contract in HOA #2.
  1. y. "Includes" and "including" denotes a partial definition.
  1. z. "Known Place of Business" means the known place of business that is required to be maintained with the Commission.

aa "Liability" means the obligation to pay a judgment, settlement, penalty, or fine, or reasonable expense incurred to operate STPO affairs.

bb. "Lot" means real property for residential use with a closed contract in HOA #2.

cc. "Mail," "To mail," or "have mailed" means to deposit or have deposited a communication in the United States Mail with first class postage prepaid.

dd "Member" means any Homeowner who has a closed contract in HOA #2, except those who express in writing to the Secretary their desire not to be a Member of the Organization.

ee. "Member in Good Standing" means to be compliant with all the Rules and Regulations and governing CC&Rs.

ff."Membership" refers to the rights and obligations of the members of the Organization.

gg."Officer" means a member in good standing who has been elected by the Board of Directors of the Organization to serve in one of the positions defined in Article VIII.

hh."Organization" means this nonprofit corporation of homeowners operating through its Board of Directors and rules adopted in its Bylaws.

ii."Owner" means the recorded owner, whether one or more persons or entities, of equitable beneficial title (or legal title if same has merged) of any residential lot within the plats of HOA #2.

jj."Persons" includes individual and entity.

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kk."Planned Community" means a real estate development which includes real estate owned and operated by a nonprofit corporation or unincorporated association of owners, created for the purpose of managing, maintaining, or improving the property, and in which the owners of separately owned lots, parcels, or units are mandatory members are required to pay assessments to HOA #2for these purposes.

ll."Principal Office" means the office so designated in the annual report where the principal mailing address of the Organization is located or in any other document executed by the Organization by an officer and delivered to the commission for filing.

mm."Proceeding" means any threatened, pending, or completed action, suit or proceeding; whether civil, criminal, administrative, or investigative; and whether formal or informal.

nn."Property" means all real property now and hereafter served by the Organization whether as a result of a Declaration or any Subsequent Declaration.

oo."Publish" means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications.

pp."Record Date" means the date established on which a corporation determines the identity of its members and their membership interests for voting purposes. The determinations shall be made as of the close of business on the Record Date.

qq."State" if referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession of the United States and their agencies and governmental subdivisions.

rr."Transition" means transfer of control of HOA #2 from the Developer to the Homeowners.

ss."United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.

tt."Vote" includes authorization by written ballot and written consent.

ARTICLE IV. POWERS OF ORGANIZATION

Section 1. General Powers The Organization has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including power to:

  1. a. Sue, be sued, complain, and defend its corporate name.

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  1. b. Make and amend Bylaws, not inconsistent with its Articles of Incorporation or with the laws of this state, for regulating and managing the affairs of the Organization.
  1. c. Purchase, receive, lease, or otherwise acquire and own, use, and otherwise deal with real property or any interest in property wherever located.
  1. d. Purchase legal and professional services necessary to fulfill the obligations of the Organization within available funds.
  1. e. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property. Secure any of its obligations by mortgage, deed of trust, security agreement, pledge, or other encumbrance of any of its property or income.
  1. f. Be a promoter, incorporator, partner, member, associate or manager of any entity.
  1. g. Conduct its activities and exercises the powers granted by Arizona law within this state.
  1. h. Elect or appoint directors, officers, employees, and agents of the Organization and define their duties.
  1. i. Make payments or donations consistent with the law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that furthers the interest of the Organization.
  1. j. Establish conditions for admission of members and admit members to the Organization.
  1. k. Do any other act consistent with the law that furthers the activities and affairs of the Organization.
  1. l. To solicit funds on a voluntary basis from the members to pay reasonable costs and expenses incurred in the performance of the Organization’s obligations as determined by the Board.

Section 2. Emergency Powers Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the Organization:

  1. a. Binds the Organization.
  1. b. May not be used to impose liability on a corporate director, officer, employee or agent.
  1. c. An emergency exists for purposes of this section if a quorum of the Organization’s directors cannot readily be assembled because of a local emergency, a state of emergency, or a state of war.

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ARTICLE V. MEMBERSHIP

Section 1. Membership Each Homeowner of a lot shall be entitled to be a Member of the Organization so long as he/she shall be an Owner. Such membership will automatically terminate when he/she ceases to be an Owner and, upon the transfer of his/her membership interest, the new Owner succeeding to such ownership interest shall likewise be entitled to membership in the Organization. Each such homeowner shall have one membership for each lot owned. Each membership shall be appurtenant to and may not be separated from ownership of a lot. There shall be only one membership for each lot which memberships shall be shared by any joint owners or owners of undivided interest. In the event one owner owns two adjacent lots or an owner owns one lot and a portion of another that is used as one residence, the residence shall be treated as one membership.

Section 2. Membership Rights All members shall have the same rights, obligations, and duties as set forth in these Bylaws and any other Policies and Procedures to be generated. The rights and obligations of a Member in the Organization shall not be assigned, transferred, pledged, conveyed, or alienated in any way except on transfer of ownership of a residential and then only to the transferee.

Section 3. Annual Membership Dues The Organization relies on voluntary contributions from Homeowners to support its program and has no annual members dues.

ARTICLE VI. ORGANIZATION MEETINGS

Section 1. Annual and Special Meetings

  1. a. Annual Meetings. An annual meeting of the membership shall be held on or before December 31st of each calendar year, with elected members taking office the following January. The Board of Directors will designate such date and time. At the annual meeting, the members shall elect members to the Board of Directors in accordance with the provisions of these Bylaws, vote on the annual budget of the Organization, and shall transact such other business as properly may come before them.
  1. b. Special Meetings. Special membership meetings for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, and shall be called by the President or Secretary, at the request in writing, of a majority of Directors or at the request in writing, of Members representing ten (10) percent of the total votes eligible to be voted by the members and is submitted in writing to the Secretary requesting a Special Meeting. The business transacted at all Special Meetings shall be confined to the subject(s) in the notice thereof.

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  1. c. Notice of Meetings. The Secretary shall cause a Notice of an Annual or Special Meeting to be hand delivered or sent prepaid by United States mail to the mailing address for each lot, parcel, or unit owner or to another mailing address designated in writing for a membership. The Secretary shall notify members of the date, time and place of each annual and special meeting at least ten days but not more than sixty days before the date of the meeting. The failure of any member to receive actual notice of a meeting of the Board of Directors does not affect the validity of any action taken at the meeting.
  1. d. Right to Vote. Each membership is allowed one vote. No change in ownership of a membership shall be effective for voting purposes unless and until the Board of Directors is given actual written notice of such change and is provided satisfactory proof thereof. In the event that a membership is owned by more than one person or entity and such owners are unable to agree among themselves, they shall lose their right to vote. There shall be no cumulative voting.
  1. e. Mail-in Ballot.
  1. (1) For special issues, mail-in ballots will be mailed upon request and hand delivered to all other members.
  1. (2) For election of Directors, a mail-in ballot will be available upon request by the member.
  1. (3) The President and/or Secretary, when advising members of the timing of an Annual or Special Meeting, shall include in the Notice when mail-in ballots will be available, where to get a ballot, when the ballots must be returned, and to whom and/or where.
  1. (4) Mail-in ballots will be counted towards a quorum.
  1. f. Proxy Voting. There shall be no provision for proxy voting.

Section 2. Quorum The presence, in person, or by mail-in ballots, of members having 15% of the total votes eligible to be voted by all the members shall constitute a quorum at all Annual and Special meetings of the Organization. The parliamentarian shall determine and declare the presence of a quorum at the start of the meeting. The members present at a duly called meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members so that less than a quorum is present. If less than a quorum is declared at the start of any Annual or Special Meeting:

  1. a. Only those matters identified in the notice of the meeting may be voted upon by the members.
  1. b. A Committee of the Whole shall be formed and appointed by the President and any actions taken shall be considered advisory and subject to action at the next meeting of the current Board of Directors.

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ARTICLE VII. BOARD OF DIRECTORS

Section 1. Requirement The Organizations shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of the Board. Its Board of Directors composed of no less than five (5) or more than seven (7) elected persons shall govern the affairs of the Organization.

Section 2. Qualification of Directors Each member of the Board shall be a full-time resident, a member in good standing, and a Homeowner for at least six (6) months prior to the election date. No one family nor one partnership, corporation, or other entity shall be allowed to have more that one (1) appointed or elected to the Board.

Members of the HOA2 Board of Directors may not simultaneously serve on the STPO Board. In the event that a member of the STPO Board of Directors becomes a member of the HOA2 Board of Directors, that member’s position shall be declared vacant and shall be filled pursuant to Section 6 of this article.

Section 3. Election and Term of Office Board Members shall be elected at the Annual Meeting, with at least three (3) directors being elected each year. The elected candidates receiving the most number of votes are to serve a two-year term and the elected candidate receiving the least number of votes, is to serve a one year term. There shall not be any limit to the number of terms of office a Board member completes. Despite the expiration of a director’s term, a director shall continue to hold office until the director’s successor is elected, designated, or appointed and qualifies; until the director’s resignation or removal; or until there is a decrease in the number of directors.

Section 4. Nomination Procedure

  1. a. Approximately ninety (90) days before the annual meeting. the Board shall appoint a Nominating Committee of not less than three to five (5) persons who are not Board candidates, not related to any Board Member or candidate, nor co-owners with Board members or candidates. The Nominating Committee will solicit candidates from within the Organization and will determine the eligibility of each candidate. Eligibility requires that a candidate is a member in good standing of the Organizations, a full-time resident and a Homeowner for at least six (6) months prior to the election date. Candidates will also be requested to submit a biography that highlights their background and what they feel they can contribute to the Community. The Nominating Committee will submit a list of eligible nominees to the Board. The names of the eligible nominees will be included in the Notice of the Annual Meeting. Members utilizing the mail-in ballot procedure will be cautioned that additional names may be placed in nomination by petition.
  1. b. Candidates not on the list of eligible members submitted to the Board by the Nominating Committee may be placed on the ballot by presenting to the chairperson of the Nominating Committee a petition signed by fifty (50) eligible voters of the Organization.

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  1. c. At the Annual Meeting, each candidate will have an opportunity to address the assembly for up to five (5) minutes, after which the members shall vote for the number of directors being elected. If three (3) directors are being elected, then the members shall cast no more than one vote for each of the candidates. Cumulative voting and proxy voting is not allowed.

Section 5. Removal of Directors At any annual meeting of the Organization or at any special meeting duly called for such purpose, any one or more of the directors, with cause, may be removed by a ballot vote, with members casting a majority of the total votes present at said meeting. A successor shall then and there be elected for the remainder of the term to fill the vacancy thus created. Should the membership fail to elect such a successor, the Board shall fill the vacancy in a manner provided in Section 6 below. Any director whose removal has been proposed shall have a reasonable opportunity to attend a meeting and be heard prior to the meeting at which such removal is voted upon.

Section 6. Vacancies If the office of any elected director becomes vacant by reason of such director’s death, incapacity, resignation, retirement, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall appoint a successor to fill such vacancies until the next annual meeting. The appointment for the purpose of filling such vacancy shall be at the next meeting of the Board of Directors. At the next annual meeting of the Organization, the members shall elect a director to fill the unexpired term if applicable.

Section 7. Resignation of Directors A director may resign at any time by delivering written notice to the Board of Directors, the President, or Secretary. Any director who ceases to be a member shall automatically be deemed to have resigned. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. Any director who is more than sixty (60) days behind in dues or any assessment shall be asked to justify the situation to the Board and if not rectified within sixty (60) days will be deemed to have resigned.

Section 8. Organizational Board Meetings The organizational meeting of the newly constituted Board of Directors shall be held at the next regularly scheduled Board Meeting.

Section 9. Regular Board Meetings Regular meetings of the Board of Directors may be held at such time, date and place as shall be determined from time to time by the President; provided, however, that at least six (6) such meetings shall be held during each calendar year. Notice of regular meetings of the Board of Directors shall be given to each director personally or by mail, telephone, or email , at least ten (10) but not more than fifty (50) days prior to the scheduled meeting date.

Section 10. Special Board Meeting Special meetings of the Board of Directors may be called by the President, and in the President’s absence, by the Vice-President, or by a majority of the directors by giving at least ten (10) but no more than fifty (50) days notice to each director personally or by mail, telephone, oremail; provided, however, that notice of special Board meetings by telephone conference, if given personally or by

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telephone, shall only be required to be given at least forty-eight (48) hours prior to such meeting. Notice of Special Board meeting shall state the time, date, place, and purpose of the Special Board meeting to which they pertain.

Section 11. Meetings by Telephone Conference Both regular and special Board meetings may be conducted by telephone conference. To the extent permitted by law, any director who is not physically in attendance at any regular or special meeting of the Board of Directors, but who is in telephone contact with the other directors during such a meeting and is thereby able to participate in the discussions, reports, debates, votes, and other matters conducted thereat, shall be deemed in attendance at said meeting for all purposes, including but not limited to, the purpose of establishing a quorum.

Section 12. Open Meetings All meetings of the Board of Directors are open to all members of the Organization in good standing, provided, however, that members who are not on the Board may not participate in any deliberation or discussion unless expressly authorized by the vote of a majority of a quorum of the Board. The Board may utilize a sign-up procedure prior to each meeting, and limit attendance accordingly, to ensure that there are sufficient seats for all members. The Board may adjourn a meeting and reconvene in closed session only if the closed portion of the meeting is limited to consideration of one or more of the following:

  1. a. Legal advice from an attorney for the board or association. On final resolution of any matter for which the board received legal advice or that concerned pending or contemplated litigation, the board may disclose information about that matter in an open meeting except for matters are required to remain confidential by the terms of a settlement agreement or judgment.
  1. b. Pending or contemplated litigation.
  1. c. Personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor of the association, including records of the association directly related to the personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor of the association
  1. d. Matters relating to the job performance of, compensation of, health records of or specific complaints against an individual employee of the association or an individual of a contractor of the association who works under the direction of the association.
  1. e. Discussion of a member’s appeal of any violation cited or penalty imposed by the association except on request of the affected member that the meeting be held in open session.

Section 13. Quorum of the Board of Directors A bare majority of the Board shall constitute a quorum thereof for the transaction of business. The vote of a majority of the directors present at a Board meeting at which a quorum is present in person or by telephone shall constitute the act or decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those

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directors present may adjourn the meeting, one or more times, to a subsequent time, date and place, without notice other than the notice given at such meeting. At any such postponed meeting at which a quorum is present, any business that might have been transacted at the meeting originally called may be transacted without further notice. There shall be no provision for proxy voting by Board Members.

Section 14. Treasurer’s Expenses The Treasurer shall be granted authority to make purchases of under $100, per purchase, for office supplies. Original receipts must be kept on file for each purchase during each calendar year and made available for audit. The President, or his or her designee, shall review such expenses quarterly.

ARTICLE VIII. OFFICERS

Section 1. Designation The officers of the Organization shall be President, Vice-President, Secretary and Treasurer; all of whom shall be elected by the Board of Directors. No one person may hold more than one (1) of the aforementioned offices at one time. No officer shall represent or speak for the Board of Directors on policy without prior approval of the Board.

Section 2. Election of Officers The officers of the Organization shall be elected annually by the Board of Directors at the Organizational meeting of each new Board of Directors. The parliamentarian shall preside at the election of officers.

Section 3. Term and Removal of Officers Each officer of the Organization shall hold office until a successor is elected, except that each officer’s position shall immediately become vacant when, and if, such officer ceases to be a member. Any officer may be removed at any Board meeting, with cause, by the Board of Directors. Any officer whose removal has been proposed shall be given prompt written notice of the proposed removal and shall be provided with a reasonable opportunity to attend and be heard at the Board meeting at which the removal is to be voted upon. If an office becomes vacant for any reason, the Board of Directors shall promptly fill the vacancy through the election of a successor.

Section 4. President The President shall be the chief executive officer of the Organization. The President shall preside at all meetings of the Organization and of the Board of Directors. The President shall have all the general powers and duties which are incident to the office of President of a non-profit corporation organized under the laws of the State of Arizona including, but not limited to the power to retain legal counsel and the power to appoint committees from the Organization membership from time to time, as may be deemed appropriate to assist in the conduct of the affairs of the Organization.

Section 5. Vice-President The Vice-President shall assume the power and 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, a majority of the directors shall appoint some other officer 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 by the Board of Directors or by the President.

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Section 6. Secretary The Secretary shall issue notices of all meetings of the Board of Directors and all membership meetings, keep the minutes of all meetings of the Organization and of the Board of Directors, and have charge of such books and papers as the Board of Directors may direct. The Secretary shall be responsible for maintaining the documents, making reports, and maintaining copies of the required documents in the Principal Office for public inspection. The Secretary shall perform all of the duties incident to the office of the Secretary of a non-profit corporation organized under the laws of the State of Arizona.

Section 7. Treasurer The Treasurer shall keep full and accurate financial records and books of account showing all receipts and disbursements, be responsible for the preparation of all required financial data, and be responsible for the deposit of all money and other valuables in such depositories as may be from time to time designated by the Board of Directors. The Treasurer shall cause all required Revenue and Income Tax forms to be generated and shall hire expert assistance as required. The Treasurer shall perform the entire duties incident to the Office of Treasurer of a non-profit corporation under the laws of the State of Arizona, including an annual independent audit of the financial records by an appointed internal audit committee consisting of individuals who are not on the Board.

ARTICLE IX. COMMITTEES

Section 1. Eligibility No more than one person from each membership shall be eligible to serve simultaneously as Board Member or committee chairperson.

Section 2. Special Committees The President or Board may appoint special committees to assist them in their duties.

Section 3. Standing Committees The following committees shall be standing committees and the Board shall approve the head of each committee. The Board has the authority to recommend new standing committees as the needs develop. The committee head has the authority to enlist as many committee members as necessary to carry out the duties of the committee:

  1. a. Bylaws/Documents
  1. b. Communications/Two’s News/Unit Reps

Section 4. Other Committees The Board shall have the authority to recommend members in good standing to serve on other committees of the SaddleBrooke Two Homeowners Association.

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ARTICLE X. INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS

Every officer, director, and such others, as may be specified from time to time by the Board, shall be indemnified by the Organization against all liabilities, judgments, awards, cost, and expenses imposed or reasonably incurred in, or in connection with, any proceeding to which he or she may be party or become involved by reason of being or having been a director or officer of the Organization, except in such cases where the director or officer is adjudged guilty of willful misfeasance or nonfeasance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which an indemnified person may be entitled.

ARTICLE XI. DISSOLUTION

The assets of the Organization are permanently dedicated to its purposes and in the event of its dissolution shall be handled in accordance with Chapter 37, Title 10, of the Arizona Revised Statutes for non-profit corporations.

ARTICLE XII. FISCAL YEAR

The fiscal year for the Organization shall begin in the first day of January of each year and end on December 31 of each year.

ARTICLE XIII. RECORDS & REPORTS

Section 1. Corporate Records The Organization will keep as permanent records: minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Organization. The Organization will maintain the records in written form or in another form capable of conversion into written form within a reasonable time. The Organization will keep a copy of all the following records at the Principal Office:

  1. a. The articles or restated articles of incorporation and all amendments to them currently in effect.
  1. b. The Bylaws or restated Bylaws and all amendments to them currently in effect.
  1. c. Resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of members.
  1. d. The minutes of all members’ meetings and records of all actions taken by members without a meeting for the past three years.

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  1. e. All written communications to members, generally within the past three years, including the financial statements furnished for the past three years to the State of Arizona.
  1. f. A list of the names of its current directors and officers.
  1. g. Its most recent annual report delivered to the Arizona Corporate Commission.
  1. h. Any agreement among members.

The Organization records will comply with the planned community requirements of the State of Arizona.

Section 2. Inspection of Records by Members Any member in good standing is entitled to inspect and copy any of the records of the Organization described in Section 1 if the member gives the Organization written notice of its demand at least five business days before the date on which the members wishes to inspect and copy. In addition, copies of the following documents may be obtained:

  1. a. Excerpts from any records required to be maintained under Section 1 above.
  1. b. Financial/Accounting records of the Organization.
  1. c. The Organization’s most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. A member may inspect and copy the records identified above only if the following conditions are met:
  1. (1) The member’s demand is made in good faith and for a proper purpose.
  1. (2) The member describes with reasonable particularity the member’s purpose and the records the member desires to inspect or copy.
  1. (3) The records are directly connected with the member’s purpose.

Section 3. Exceptions to the Inspection of Records Books and records kept by or on behalf of the Organization and the Board may be withheld from disclosure to the extent that the portion withheld relates to any of the following:

  1. a. Personnel matters.
  2. b. Communication between an attorney for the Organization and the Organization.
  1. c. Pending or contemplated litigation.
  1. d. Pending or contemplated matters relating to enforcement of the Organization’s documents or rules.

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  1. e. Meeting minutes or other records of a session of a Board meeting or the Organization meeting that is not required to be open to all members.

The Organization shall not be required to disclose financial and other records of the Organization if disclosure would violate any local, state or federal law.

Section 4. Scope of Inspection Rights This section does not affect the power of a court to compel production of corporate records for examination on proof by a member of proper purpose..

ARTICLE XIV. POLICIES AND PROCEDURES

The Board of Directors shall have the right to establish and amend, from time to time, such uniform Policies and Procedures as the Board may deem necessary and appropriate for the management, preservation, safety, control and orderly operation of the Organization.

ARTICLE XV. PARLIAMENTARY AUUTHORITY

Robert’s Rule of Order Newly Revised (latest edition) shall govern the conduct of the Organization’s meetings when not in conflict with the Articles of Incorporation, these Bylaws, or any special rules of order the Organization may adopt.

ARTICLE XVI. AMENDMENTS TO THE BYLAWS

The provision of these Bylaws may be amended at any duly called Organization meeting where there is a quorum or, in the absence of quorum, a committee of the whole will be invoked. The Board of Directors, the Bylaws Committee, or a member in good standing may propose amendments. Written notice of the proposed changes to the Bylaws shall be given thirty (30) days prior to the annual meeting.

If the Board of Directors submits restatement for member action, the Organization shall notify each member entitled to vote of the proposed Special membership meeting in writing. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy or summary of the summary of the restatement that identifies any amendments or other changes it would make in the articles.

If the Board of Directors submits restatement for member action by written ballot or written consent, the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the Articles of Incorporation.

When restating the Articles of Incorporation, the Board shall deliver to the commission for filing articles of restatement setting forth the name of the Organization and the text of the restated Articles of Incorporation together with a certificate setting forth that:

  1. a. Whether the restatement contains an amendment to the articles requiring approval or any other person other than the Board of Director and, if it does not, that the Board of Directors adopted the restatement.

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  1. b. If the restatement contains an amendment to the articles requiring approval by the members, a statement that such approval was obtained.

Duly adopted restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments to them. The commission may certify restated Articles of Incorporation, as the Articles of Incorporation currently in effect, without including the certificate required if within sixty days after filing, a copy of the articles of restatement shall be published. An affidavit evidencing the publication shall be filed with the commission within ninety days after filing the articles of restatement.

ASSENT TO BYLAWS

KNOW ALL BY THESE PRESENT, that the undersigned President of the Organization does hereby certify, and the Secretary of the Organization attests thereto, that the above and foregoing Bylaws were duly adopted by the Board of Directors of the Organization as the Bylaws of the said Organization on March 6, 2014, and that they do now constitute the Bylaws of the Organization.

_______________________ __________________________

Robert Kolenda, President Richard D. Brinkley, Bylaws Chair

________________________ __________________________

Dick Monnard, Vice President Norma West, Secretary

_______________________ __________________________

Chuck Michelson, Treasurer Anne Peaker, Board Member

________________________

William Listug, Board Member June 5, 2014

Certify May 26, 1999:

Stanley W. Augustyniewicz, Jr. (Signature) Joel Wyner (Signature)

Co-President Co-President

Attest: Wayne Haines (Signature) Donald R. Nielsen (Signature)

Secretary Bylaws Committee Member

Carl W. Hooks Jr. (Signature) Philip L. Hoss (Signature)Chairperson, Bylaws Committee Bylaws Committee Member

Boyd Bosma (Signature) Harriet Berks Shemer (Signature)

Bylaws Committee Member Bylaws Committee Member

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Signatures to original Document on File)