AMENDED and RESTATED

BYLAWS OF

THE PRESERVE HOMEOWNERS’ ASSOCIATION

The name of the organization is The Preserve Homeowners’ Association (“Association”).

ARTICLE I

PURPOSES AND POWERS

1. Purposes. The purposes of this non-profit corporation are: 1) to govern and provide for maintenance and preservation and architectural control of the property (the “Preserve”) subject to the control of the Association; 2) to own and maintain for the benefit of the Association’s Members (as defined in Article II, Section 1) the common areas and facilities, including, without limitation, the “Special Common Properties” (as defined in Section 3 of the Supplementary Declaration, identified below) which include, among other items, open space, roads, entry gates and recreational facilities; and 3) to promote the health, safety and welfare of the owners, tenants, residents and Association Members within The Preserve.

2. Scope. All present or future owners, tenants, future tenants, residents, occupants and any other person that might use in any manner The Preserve are subject to the regulations set forth in these Amended and Restated Bylaws (the “Bylaws”). The mere acquisition or rental of a single-family lot within The Preserve (“Preserve Lot”) or the mere act of occupying any Preserve Lot will signify that these Bylaws are accepted, ratified and will be complied with. Any reference herein to occupancy of a Preserve Lot shall mean occupancy of a single-family dwelling unit constructed thereon.

3. Declaration. The Declaration of Covenants, Conditions and Restrictions, recorded in Book 2714, Page 901 of the Jefferson County Records by the First National Bank of Denver, N.A., (“Declaration”) and the Supplementary Declaration of Covenants, Conditions and Restrictions for Genesee Filing No. 13, Parcel 1 – Amended, recorded 8/29, 1984 at Reception No. 84082193 in the Jefferson County Records by First Interstate Bank of Denver, N.A. as amended by the First Amendment to the Supplementary Declaration dated October 28, 1993 and recorded on November 3, 1993 at Reception No. 93180252 in Jefferson County Records (jointly the “Supplementary Declaration”), both for and on behalf of Genesee Land Company, a limited partnership, shall bind and govern the use of The Preserve to the extent applicable and as modified by any and all amendments. Capitalized terms used in these Bylaws that are not defined herein have the definitions assigned to them in the Declaration and/or Supplementary Declaration.

4. Governing Documents. The Association shall have those powers set forth in the Declaration, Supplementary Declaration, the Articles of Incorporation of the Association

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(“Articles”), these Bylaws, the Responsible Governance Policies of the Association (“Policies”), the Rules (as defined in Article IV, Section 3 of these Bylaws and the applicable laws of the State of Colorado. The Declaration, the Supplementary Declaration, the Articles, the Policies and the Rules are as each is in effect on the effective date of these Bylaws and as each may be amended from time to time, and all of the foregoing are hereinafter referred to collectively as the “Governing Documents”.

ARTICLE II

MEMBERSHIP AND VOTING

1. Membership . Every person or entity who is a record owner of a fee or undivided interest in any Preserve Lot (“Preserve Lot Owner”) shall automatically be a member (“Member”) of this Association and be subject to these Bylaws; provided that any such person or entity that holds such interest merely as security for the performance of an obligation shall not be a Member, nor shall any person or entity who merely occupies a Preserve Lot be a Member. Membership shall terminate without any formal Association action whenever a Preserve Lot Owner ceases to own such Preserve Lot, but such termination shall not relieve or release any such former Preserve Lot Owner from any liability or obligation incurred under or in any way connected with this Association during the period of such ownership and Membership in this Association, or impair any right or remedies that the other Preserve Lot Owners have, either through the Board of Directors of the Association or directly, against such former Preserve Lot Owner and Member arising out of or in any way connected with ownership, occupancy or Membership and the covenants and obligations incident thereto.

2. Voting ; Secret Ballots: Members shall be all of the Preserve Lot Owners as defined in Article II, Paragraph 1 of these Bylaws, and interpreted consistently with Article III of the Declaration, Section 1 of the Supplementary Declaration, as amended, and Section V of the Articles. To the extent that any of the voting provisions of the Declaration, Supplementary Declaration, as amended, or the Articles have become obsolete, the voting provisions of these Bylaws shall govern. Subject to the following sentence, each Member in good standing shall be entitled to one (1) vote for each Preserve Lot owned. When more than one person holds an ownership interest in any Preserve Lot, all such persons shall be Members, but they shall be entitled only to one vote for such Preserve Lot and their one vote (which may not be split or cast proportionately) shall be exercised as they, among themselves, determine.

Voting for positions on the Board shall be taken by secret ballot. Upon the request of Members representing 20% of the Preserve Lots at a meeting, a vote on any other matter affecting the Association on which all Members are entitled to vote shall be by secret ballot. Ballots shall be counted by a neutral third party or a committee of volunteers selected or appointed in an open meeting in a fair manner by the chair of the Board or another person presiding at the meeting. The results of the vote shall be reported without reference to names, addresses or other identifying information of the voting Members.

3. Majority of Members . As used in these Bylaws, the term “Majority of Members” shall mean those Members of the Association holding at least fifty-one percent (51%) of the total

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outstanding votes of the Association. As of the effective date of these Bylaws, the Association includes thirty-two (32) Preserve Lots, for a total of thirty-two (32) outstanding Member votes. For all purposes, and as set forth more specifically elsewhere in these Bylaws, only those Members who are in good standing with the Association are entitled to vote on Association matters.

4. Quorum; Valid Action . The presence in person or by proxy of the Members holding six of the votes of the Membership shall constitute a quorum at a meeting of the Members. All matters shall be decided at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy, except as otherwise provided by law or these Bylaws.

5. Proxies . Members in good standing may cast votes in person or by proxy on any matter on which the Members are entitled to vote. Proxies must be filed with the Secretary of the Association before the appointed time of each meeting. All proxies must be in writing, and may be either general or for a particular meeting. A proxy holder need not be a Member.

ARTICLE III

ADMINISTRATION

1. Administration of the Association . The affairs of the Association shall be managed by a Board of Directors (“Board”) who shall be selected in the manner set forth in Section 3 of this Article and Sections 1 and 5 of Article IV.

2. Place of Meetings . Meetings of the Association shall be held at such place as the Board may determine.

3. Annual Meetings . Annual meetings of the Association shall be held in February or March of each calendar year, or at such other date as the Board may determine, to enable the annual financial statements for the calendar year to be completed prior to the annual meeting. The Board shall be elected at the annual meetings in accordance with Article IV, Section 1 and Article IV, Section 5 of these Bylaws. The Members may transact such other business at the annual meetings as may properly come before them.

4. Special Meetings . It shall be the duty of the President to call a special meeting of the Members as directed by resolution of the Board, or upon petition signed by at least 20% of the Members having been presented to the Secretary, or upon his own initiative. The notice of any special meeting shall meet the requirements set forth in Section 5 of this Article III. No business shall be transacted at a special meeting except as stated in the notice. Any such meeting shall be held within thirty (30) days after receipt by the President of such resolution or petition.

5. Notice of Member Meetings . The Secretary shall cause to be sent by first class mail, or cause to be hand delivered, a notice of each annual or special meeting of the Members to each Member of record at the mailing address provided to the Association by such Member. Electronic transmission of such notice to the email address provided by a Member may also be

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provided. Such notice shall state the time and place of the meeting, the items on the agenda, including the general nature of any proposed amendment to the Supplementary Declaration or these Bylaws, any budget changes and any proposal to remove an officer or member of the Board. Notices of meetings shall be mailed or otherwise delivered not less than ten (10) nor more than fifty (50) days prior to the date of the meeting. If mailed, such notice shall be deemed delivered when deposited, postage prepaid, in the United States mail addressed to the Member at his address as it appears in the records of the Association. Notice may be waived before, at or after any meeting by written consent of all of the Members.

6. Adjourned Meetings . If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting, from time to time, until a quorum is obtained.

7. Member or Board Action Without a Meeting . Except as otherwise provided herein or in the Articles, any action required or permitted to be taken at any meeting of the Members or the Board may be taken without a meeting if written consent, setting forth the action so taken, is signed by all the Members or Directors, as the case may be, and such consent is filed in the corporate minute book. Written consent communicated electronically via email shall be deemed sufficient for purposes of this Section.

ARTICLE IV

BOARD OF DIRECTORS

1. Number and Qualification . The Board of Directors shall be elected by the Members of the Association in accordance with this Section, together with the provisions of Article III, Section 3, above, and Article IV, Section 5, below. Members of the Board shall be elected at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy. The Board shall consist of a minimum of three (3) Directors, all of whom shall be Members. The number of Directors may be increased to no more than five (5) by majority vote of the Board or by at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy. The fourth and/or fifth Director(s) need not be Members, in the Board’s discretion. The number of Directors may be reduced again later to no fewer than three (3) Directors by majority vote of the Board, in its discretion, or at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy.

2. Powers and Duties . The Board shall have all of the powers that are designated in the statutes of the State of Colorado as being vested in the Boards of Directors of nonprofit corporations, and shall have the duty of administering the affairs of the Association in such a manner as to promote a first-class, planned residential development.

3. Amplification . The powers and duties of the Board as described above shall include by way of amplification, but not by way of limitation, the following:

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(a) To administer and to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations and all other provisions set forth in the Governing Documents.

(b) To establish, make and enforce compliance with such reasonable rules (the “Rules”) as may be necessary or appropriate for the operation and use of The Preserve and all common property therein, including, without limitation, Special Common Properties, with the right to amend such rules from time to time in the Board’s discretion. A copy of such rules and regulations shall be mailed or otherwise delivered to each Member promptly upon the adoption thereof. Such rules also may be made, modified or abolished by the Members in accordance with the provisions herein for further amending these Bylaws.

(c) To keep in good order, condition and repair all of the common property (including, without limitation, the Special Common Property), all items of common personal property within The Preserve and used by the Members in the enjoyment of the entire premises, and the exterior maintenance of each site and residence, as is provided in the Declaration and the Supplementary Declaration and to incur such expenses as may be necessary for such purposes.

(d) To prepare a budget for the Members at least annually, to determine the amount of the common assessments payable by the Members to meet the budget, and to allocate and assess such assessments among the Members at a uniform rate among all Members and, by majority vote of the Board, to adjust, decrease or increase the amount of assessments, and remit or return any excess of assessments over expenses, working capital, sinking funds, reserve for deferred maintenance and replacement to the Members at the end of each operation year; to levy and collect special assessments whenever in the opinion of the Board it is necessary to do so in order to meet increased operating or maintenance expenses or costs, or additional capital expenses, or because of emergencies or to otherwise perform its maintenance and repair functions; to cause notice of such assessments to be mailed or otherwise delivered to Members. A summary of said budget shall be delivered by mail or otherwise to each Member within 90 days after adoption by the Board. Said mailing shall set a date for a meeting of the Members 10 to 50 days thereafter. The budget will be deemed approved unless at a meeting of the Members at which a quorum is present by the majority of the Members present in person or by proxy veto the budget. If the budget is vetoed, the most recent budget and assessment level not vetoed by the owners shall remain in effect.

(e) To collect delinquent assessments by suit or otherwise, and to enjoin or seek damages from Members as is provided in the Governing Documents. To impose and collect a late charge at a rate set by the Board on each delinquent installment, and to collect interest at the rate of eighteen percent (18%) per annum, or such other rate as may be established by the Board in connection with the assessments remaining unpaid more than ten (10) days from the due date for payment thereof, together with all expenses, costs and fees, including, without limitation, any reasonable counsel fees.

(f) To preserve, maintain, protect and defend The Preserve from loss or damage whether by lawsuit, arbitration or other alternative dispute resolution process, any other sort of proceeding or otherwise.

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(g) To borrow funds not in excess of $10,000 to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the Supplementary Declaration, the Articles or these Bylaws, and to execute all such instruments evidencing such indebtedness and granting security therefore as the Board may deem necessary or appropriate.

(h) To enter into contracts within the scope of the Board’s duties and powers, including but not limited to, contracts with the Genesee Foundation or another entity or person for maintenance, snow removal and other appropriate services on the Special Common Properties and elsewhere within The Preserve, and to promote the first-class residential quality of The Preserve.

(i) To establish bank account(s) for the common treasury and for all separate funds that are required or may be deemed appropriate by the Board.

(j) Without prior approval of the Members, to make repairs and improvements to common property within the Preserve, including, without limitation, the Special Common Properties and any improvements thereon, in a first-class manner consistent with the best interests of the Association and its Membership.

(k) To cause full and accurate books and records to be maintained that reflect all receipts, expenses or disbursements, to permit examination, upon five (5) business days written notice, at any reasonable time, by any Member or Preserve Lot mortgagee; to cause the books and records to be audited by a certified public accountant when revenues of the Association exceed $250,000 for one year and 11 of the Preserve Lot Owners request an audit; to cause the books and records to be reviewed by a person qualified under the statute when11 of the Preserve Lot Owners request a review; and to cause the books and records to be reviewed and/or audited as requested by a majority of the Board.

(l) To prepare and deliver annually to each Member a statement showing receipts, expenses or disbursements since the last such statement.

(m) In general, to carry on the administration of this Association, and to do all those things necessary and reasonable in order to carry out the governance and operation of this Association and to implement the applicable provisions of the Governing Documents.

(n) To employ for the Association with the approval of the Majority of Members a managing agent to perform all those duties set forth in this Article under the supervision and pursuant to the directions of the Board..

(o) To establish the dates for payment of any general or special assessments.

(p) To determine whether any Member is in good standing and otherwise eligible to vote at Association meetings, and, to the extent any Member is not in good standing or otherwise ineligible to vote, to determine the appropriate manner in which to address the situation, based on the applicable measures, remedies and other provisions set forth in the Governing Documents.

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Article X of these Bylaws sets forth in greater detail the role of the Board in determining the good faith standing of any Member and related matters.

4. No Waiver of Rights . The omission or failure of the Association, the Board or any Member, to enforce any provision of any covenants, conditions, restrictions, easements, uses, limitations, obligations or other provisions of the Governing Documents shall in no way constitute or be deemed a waiver, modification or release thereof, and the Board or the managing agent shall have the right to enforce the same at all times thereafter.

5. Election and Term of Office . Each Director on the Board shall be elected at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy and as provided in Article III, Section 3, and Article IV, Section 1, above. Voting for positions on the Board shall be taken by secret ballot as set forth in Article II, Section 2 of these Bylaws. Each Director shall serve a term of three (3) years. Any Director may be elected to serve successive terms, with no term limits. Except as otherwise provided by these Bylaws, the Directors shall hold office until their successors have been elected and hold their first meeting.

6. Vacancies . Vacancies in the Board of Directors caused by reason other than removal of a Director by a vote of the Association shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. The Board, in its discretion, may decide to maintain a vacancy caused by reason other than removal of a Director until a replacement is elected by vote at the next annual meeting, provided, however, that there shall be a minimum of three (3) Directors on the Board. If the maintenance of a vacancy would result in a Board of fewer than three (3) Directors, the Board shall appoint an interim Director to ensure that the Board has at least three (3) Directors.

7. Removal of Directors . Any one or more of the Directors may be removed, at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting prior to any vote on the removal proposal.

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

9. Special Meetings . Special meetings of the Board may be called by the President on three (3) days’ notice to each Director, given personally or by mail, telephone or email, 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 on like notice on the written request of at least two (2) Directors.

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

11. Board of Directors Quorum . At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, less than a quorum is present, the majority of those present may adjourn the meeting from time to time until a quorum is obtained.

12. Fidelity Bonds . The Board, in its sole discretion, may require that any or all employees of the Association or managing agents of the Association furnish adequate fidelity bonds. The premiums on such bonds shall be a common expense of the Members, to be included in the annual assessment herein provided.

13. Compensation . No member of the Board shall receive any compensation for acting as such. Directors may be reimbursed by the Association for reasonable expenses incurred by them on behalf of the Association.

14. Compliance with Policies . Notices of Board meetings and agendas thereof shall be made reasonably available to Members as provided in the Policies.

ARTICLE V

FISCAL MANAGEMENT

The provisions for fiscal management for and on behalf of all of the Members as set forth in the Declaration and in the Supplementary Declaration, as amended, shall be supplemented by the following provisions:

1. Accounts . The funds and expenditures by and through the Association shall be credited and charged to accounts under the following classifications, as shall be appropriate, all of which expenditures shall be part of the common assessment:

(a) Current expense, which shall include all funds and expenditures within the year for which the funds are budgeted, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or additional improvements.

(b) Reserve for deferred maintenance, which shall include funds for maintenance items that occur less frequently than annually, for replacements (sinking fund), which shall include funds for repair or replacement required because of damage, wear or obsolescence and additional improvements .

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2. Reserve Funds. Reserve Funds shall be invested in the manner set forth in the Policies.

ARTICLE VI

OFFICERS

1. Designation . The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected by and from the Board, and such assistant officers as the Board shall, from time to time, elect. Such assistant officers need not be members of the Board. The President shall be a Member, and remaining officers need not be Members (if the Board has been expanded beyond the minimum of three (3) Directors).

2. Election of the Officers . The officers of the Association shall be elected annually by the Board at the organization meeting of each new Board and shall hold office at the pleasure of the Board. One person may hold more than one office, except that the offices of President and Secretary shall not be held by the same person.

3. Removal of the Officers . Upon an affirmative vote of a majority of Directors, any officer may be removed, whether with or without cause, and his successor elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose.

4. President . The President shall be the chief executive officer of the Association and shall be a Member. The President shall preside at all meetings of the Association and of the Board and shall have all of the general powers, duties and authority that are usually vested in the office of President of a non-profit corporation.

5. Vice-President . The Vice-President shall have all the powers, duties and authority and perform all the functions and the duties of the President, in the absence of the President, or because of the President’s inability for any reason to exercise such powers and functions or perform such duties.

6. Secretary . The Secretary shall keep (or cause to be kept) minutes of meetings of the Board and minutes of meetings of the Association. The Secretary shall have charge of such books and papers as the Board may direct and shall, in general, perform all the duties incident to the office of Secretary as is provided in the Declaration, the Supplementary Declaration, the Articles and these Bylaws.

The Secretary shall cause to be compiled and kept up to date a complete list of Members.Such list shall also show opposite each Member’s name the number or other appropriate designation of the Preserve Lot and address thereof owned by such Member. Such list shall be open to inspection by Members and other persons lawfully entitled to inspect same at reasonable times during regular business hours.

7. Treasurer . The Treasurer shall have responsibility for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books

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belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board. If a managing agent has the responsibility of collecting and disbursing funds, the Treasurer shall review the accounts of the managing agent within fifteen (15) days after the first day of each month.

8. Managing Agent . If a managing agent has been employed, the Board shall have the power of delegating to such managing agent any of the powers and duties herein vested in any of the officers, except that of President. The managing agent may, at the discretion of the Board, be a professional real estate management company, which shall perform its duties under the supervision of and pursuant to the direction of the Board.

ARTICLE VII

INDEMNIFICATION OF OFFICERS, DIRECTORS AND MANAGING AGENT

1. Indemnification . The Association shall indemnify and hold harmless each and every Director, officer, managing agent, their respective successors, personal representatives and heirs against all loss, costs, expenses and fees, including, without limitation, counsel fees reasonably incurred by them in connection with any action, suit, arbitration or other alternative dispute resolution process or any other proceeding of any kind, to which they may be made a party, a witness or participant of any kind, by reason of their being or having been a Director, officer or managing agent of the Association, except as to matters for which any Director, officer or managing agent shall be finally judged in such action, suit, arbitration or other alternative dispute resolution process or any other proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel for the Association that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Director, officer or managing agent in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such Director, officer or managing agent may be entitled on whatever basis. Any and all liability, loss, damage, cost and expense incurred or suffered by the Association arising out of, or in connection with, the foregoing indemnification provision shall be treated and handled by the Association as a common expense of all the Members. Notwithstanding the foregoing, the Association shall not be obligated to indemnify any Member with respect to any duties or obligations assumed or imposed, or liabilities incurred, under the Governing Documents.

2. Other . Contracts or other commitments made by any member(s) of the Board, officer(s) or the managing agent within the scope of authority of the contracting person or entity, shall be deemed to be made as agent for the Association, and such contracting person or entity shall have no personal responsibility or liability whatsoever with respect to any such authorized contract or commitment, except as a Member.

3. No Limitations . Nothing in the Governing Documents or any other recorded document applicable to The Preserve shall be interpreted to abridge or otherwise limit the provisions of these Bylaws as they apply to indemnification of Directors.

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ARTICLE VIII

AMENDMENTS TO BYLAWS

1. Future Amendments . These Bylaws may be amended only at a meeting of the Members at which a quorum is present by the affirmative vote of the majority of the Members present in person or by proxy, provided that notice of the proposed amendment shall be given to all of the Members as a part of the notice of meeting. Notwithstanding the foregoing, if any provision of these Bylaws requires a larger vote than set forth above in this Article VIII, Section 1 to effect a change or for any purpose, then that provision of these Bylaws shall be amended only by the same approval margin as is required in the underlying provision.

2. Prior Bylaws . These Bylaws supersede and replace in full all previous bylaws of the Association, and any prior amendments thereto.

ARTICLE IX

MORTGAGES

1. Notice of Unpaid Assessments . The Board, when so requested by a mortgagee, shall report any then unpaid assessments due from, or any other default by, the Member.

2 Examination of Books . Each Member shall be permitted to examine the books of account of the Association as allowed by statute.

ARTICLE X

OBLIGATIONS OF THE MEMBERS

1. Proof of Ownership; Address . In order to be deemed in good standing and entitled to vote, each Member shall furnish to the Association (via the managing agent, if any, or the Secretary) adequate proof of the validity of his Membership in the Association and with his current address. It shall be the responsibility of each Member to confirm that his address appears accurately in the records of the Association. Joint owners of a Preserve Lot shall have one and the same mailing address to be used by the Association for all purposes for which mailing is required.

2. Resolution of Conflicts . In the event that any conflict or question arises regarding the validity of Membership in the Association, the good standing of any Members, their eligibility to cast votes or any related matters, the Board (or a person or committee designated by the Board) shall have the authority and responsibility to resolve all such conflicts or questions in compliance with the principles and spirit of the Declaration, the Supplementary Declaration, the Articles, the Policies and these Bylaws. It shall be the responsibility of each person who claims the right to cast a vote to demonstrate proof of such right if requested to do so by any representative of the Board or managing agent. In the event of an unresolved dispute among joint Preserve Lot

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Owners, or representatives of any entity relating to the authority to cast votes, the Board (or such person or committee so designated by the Board) shall have the right to cause such disputed votes to be forfeited or invalidated.

3. Assessments . All Members shall be obligated to pay all annual and special assessments imposed by the Association to meet the common expenses and other payments as provided in the Declaration, the Supplementary Declaration, the Articles and these Bylaws. The assessments shall be made in accordance with the Declaration and the Supplementary Declaration, and shall be due quarterly in advance, unless otherwise determined by the Board. A Member shall be deemed in good standing and entitled to vote at any annual or at a special meeting of Members within the meaning of these Bylaws, if, and only if, all assessments made or levied on the Preserve Lot such Member owns have been paid in full, and he is not otherwise in default of any material provision of these Bylaws or any other governing or recorded documents applicable to The Preserve.

4. General .

(a) Each Member shall comply strictly with the provisions of the recorded Declaration, the Supplementary Declaration, the Articles, the Policies, these Bylaws and all distributed rules and regulations of the Association and the Genesee Foundation (and any future amendments to any of the foregoing). The rules and regulations of the Genesee Foundation are incorporated herein by reference, and, in the event of any conflict between those rules and regulations and the rules of the Association, the rules and regulations of the Association shall govern for purposes of, among other things, determining any Member’s good standing in the Association.

(b) Violation of any provisions in this Article X shall give the Board the power, among any other remedies provided for herein and by applicable law, to declare the violating Member to be not in good standing with the Association, to suspend the violating Member’s right to vote at any annual or special meeting, and to suspend his enjoyment of rights to all common areas, including, without limitation, the Special Common Properties, while in violation of any provision of this Article X.

(c) Every Member shall maintain in force and effect insurance covering any improvements to the real estate and comprehensive personal liability property damage insurance in such amounts as is customary for residential properties of the type located in the Preserve.

If so requested, by a representative of the Board, a Member shall furnish to the Board (via the managing agent of the Secretary) adequate proof of such insurance to the Board’s satisfaction.

5. Uses of the Preserve .

(a) The Preserve shall be utilized for residential and recreational purposes only.

(b) No improvements shall be constructed, erected, placed, altered, maintained or permitted on any Preserve Lot or Preserve common area, including, without limitation, the Special Common Properties, unless and until plans and specifications with respect thereto in manner and form satisfactory to the Genesee Foundation Architectural Review Committee have

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been submitted to and approved in writing by that Committee in accordance with Section 2 of the Supplementary Declaration. All requirements of the Genesee Foundation Architectural Review Committee, as set forth in the Declaration, the Articles of Incorporation of the Genesee Foundation, the Bylaws of the Genesee Foundation and any related rules and regulations promulgated thereunder, are incorporated herein by reference. Each Member shall comply fully with the above-listed rules and regulations of the Genesee Foundation Architectural Review Committee, and any violation of any such rule will be deemed a violation of this provision, and a material default by the Member, resulting in loss of good standing in the Association (and eligibility to vote at any meeting of the Association) unless and until cured.

6. Uses of Common Areas and Easements .

(a) Each Member may use the common areas and easements in accordance with the purposes for which they were intended and without hindering or encroaching upon the lawful rights of the other Members or of owners of other property that is subject to the Declaration, and in accordance with the provisions set out in the Declaration and the Supplementary Declaration.

(b) The Association was created, and is responsible, to promote, maintain, preserve and protect the original nature of The Preserve as a first-class, planned residential community, as set forth in the Supplementary Declaration and the Articles. Consistent with that purpose and with other provisions of the Supplementary Declaration and the Articles, no material adverse change(s) to the existing uses of common areas, including, without limitation, the Special Common Properties, shall occur without the prior affirmative vote of Members holding not less than two-thirds (2/3) of the outstanding votes of all of the Members.

7. Violation; Remedies. In the event of a violation of the provisions of this Article X by a Member, such Member shall lose his eligibility to vote, as set forth in Article X, Section 4(b) above. The Board shall have the power (in addition to any other rights or remedies provided for herein, or in the Declaration, Supplemental Declaration or the Articles) to suspend such Member’s rights to use and enjoyment of all common areas, including, without limitation, Special Common Properties, and to impose fines (in accordance with a schedule which may be adopted from time to time by the Board) which may be collected and enforced in the same manner as assessments. If the Board decides to pursue remedies of any sort that it is so empowered to pursue, and shall prevail in the pursuit of any such remedies, the Member who has committed the violation of this Article X shall be liable to the Association for all expenses, costs and fees reasonably incurred by the Board in pursuit of any such remedies. Such costs and fees shall include, without limitation, professional fees for experts or other consultants, costs incurred to investigate and/or document facts, discovery costs, counsel fees, court or other forum costs, copying costs, witness fees and any other related expenses, costs or fees as reasonable may be incurred by the Board or the Association in pursuit of remedies for violation by a Member.

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ARTICLE XI

COMMITTEES

The Association shall be served by such committees, performing such functions as shall, from time to time, be assigned by the Board, provided, however, that no committee shall have or exercise the authority of the Board in the management of the Association.

ARTICLE XII

CORPORATION NOT FOR PROFIT

This Association is not organized for profit. No Member, Director, officer or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profits from the operation thereof and in no event shall any part of the funds or the assets of the Association be paid as salary or compensation to, be distributed to, or inure to the benefit of any Director, officer or Member; provided, however, always: (1) that reasonable compensation may be paid to any Member, Director or officer while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association; and (2) that any Member, Director or officer may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.

ARTICLE XIII

AUTHORIZED SIGNATURES

The persons who shall be authorized to execute any and all contracts, documents, instruments of conveyances or encumbrances, including promissory notes, shall be the President or Vice-President and the Secretary or Assistant Secretary of the Association. If a professional management company is employed by the Board, then any authorized officer of said management company shall likewise be authorized to execute any documents that come within the general purview of the management authority.

ARTICLE XIV

NOTICES

Unless otherwise specifically stated in another provision of these Bylaws for a notice of particular purpose, any and all notices required by these Bylaws shall be deemed sufficiently delivered by any of the following methods: 1) U.S. Mail, first class postage paid, or hand delivery to the address provided by the Member to the Association or 2) electronic transmission, addressed to the Member, via facsimile or email, to an operative fax number or email address provided by the Member to the Association.

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ARTICLE XV

NUMBER AND GENDER

Words used in these Bylaws, regardless of the number and gender specifically used herein, shall be deemed and constructed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

ARTICLE XVI

CONFLICTS

If these Bylaws conflict with any provision of the Declaration or Supplementary Declaration, then the provisions contained in the Declaration or Supplementary Declaration shall be controlling, except to the extent that they have become obsolete by the passage of time.

ARTICLE XVII

DURATION AND DISSOLUTION

As set forth in the Articles, the Association shall exist perpetually, but may be dissolved with the written consent of Members holding not less than two-thirds (2/3) of the outstanding votes of all of the Members. In the event of any such dissolution, the assets of the Association will be transferred in accordance with Section IX of the Articles of Incorporation.

APPROVED:

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