By Laws

AMENDED AND RESTATED BYLAWS OF THE

TELLURIDE PRESERVE HOMEOWNERS ASSOCIATION,

A COLORADO NONPROFIT CORPORATION

ARTICLE 1

INTRODUCTION AND PURPOSE

Effective 2018

These Bylaws (“Bylaws”) of the Telluride Preserve Homeowners Association, a Colorado nonprofit corporation (“Association”) have been duly adopted by the Association through its Board (“Board”) as that term is defined in the Declaration (defined below) and are hereby deemed to be made effective as of the Effective Date. The Association for itself and on behalf of its Owners, hereby amends, restates, terminates, supersedes and replaces in its entirety any and all prior Bylaws for the Association, including any and all other previous amendments thereto. Each Owner is deemed to be a “Member” of the Association.

Section 1.1 – Introduction. These are the Bylaws of the Telluride Preserve Homeowners Association, a Colorado nonprofit corporation, which Association shall operate under the Colorado nonprofit Corporation Act (“Corporation Act”), as amended, and the Colorado Common Interest Ownership Act, as amended (“Act”).

Section 1.2 – Purposes. The purposes for which the Association was formed are to preserve and enhance the value of the properties of Owners and to govern the Common Areas and affairs of the Preserve Subdivision located in the unincorporated portion of San Miguel County, Colorado (“Community”).

Section 1.3 – Persons Subject to Bylaws. All present or future Owners, tenants, guests, agents, contractors or any person that use or occupy, in any matter, any Lot or Common Areas within the Community, are subject to the terms and provisions of these Bylaws, and the other Governing documents of the Community.

ARTICLE 2

BOARD

Section 2.1 – Number and Qualification.

The affairs of the Community and the Association shall be governed by a Board which shall consist of three (3) persons, who shall be elected and represented in the manner provided for in the Declaration. Except for the replacement of a resigning or removed Board member as provided herein, Board members shall be elected by the Owners. A member of the Board need not be an Owner and rather can be and agent or designee of an owner. If any Lot is owned by a partnership or corporation, any officer, partner or employee of that Owner shall also be eligible to serve as a Board member and shall be deemed to be an Owner for the purposes of these Bylaws. At any meeting at which Board members are to be elected, the Owners may, by resolution, adopt specific procedures for conducting the elections, which are not inconsistent with these Bylaws or the Corporation Act.

The Board shall elect the officers, who are members of the Board. The Board members and officers shall take office upon election.

Section 2.2 – Powers and Duties. The Board may act in all instances on behalf of the Association, except as provided in the Governing documents, these Bylaws or the Act. The Board shall have, subject to the limitations contained in the governing documents for the Preserve and the Act, the powers and duties necessary for the administration of the affairs of the Association and the Community, including the following powers and duties:

Adopt amendments to these Bylaws;

Adopt and amend the Rules, Regulations and Policies;

Adopt and amend budgets for revenues, expenditures and reserves;

Collect assessments for Common Expenses, Limited Common Expenses, Special Assessments and Reimbursement Assessments from Owners;

Hire and discharge management companies or managers of either the Association and/or on behalf of individual Owners;

Hire and discharge employees, independent contractors and agents other than managing agents of either the Association;

By resolution, establish committees of Board members, permanent and standing, to perform any of the above functions under specifically delegated administrative standards as designated in the resolution establishing the committee. All committees must maintain and publish notice of their actions to Owners and the Board. However, actions taken by a committee may be appealed to the Board by any Owner within 15 days after publication of notice of that action, and the committee’s action must be ratified, modified or rejected by the Board at its next regular meeting.

Institute, defend or intervene in litigation or administrative proceedings or seek injunctive relief for violations of the Governing documents or Bylaws in the Association’s name, on behalf of the Association on matters affecting the Community;

Make contracts and incur liabilities on behalf of the Association, provided that in the event that the Association intends to enter into a contract or otherwise incur liability for goods or services that in the aggregate is anticipated to require the expenditure of $20,000 or more, the Board shall first prepare and submit a request for proposals, review all bids responding to the request for proposals and award the contract to the bid that the Board, in the exercise of its good faith and commercially reasonable judgment, determines to be the superior bid with consideration given to the price/cost of the services or goods, timeframe for performance, skills and reputation of contractor and such other factors deemed relevant to the Board;

Regulate the use, maintenance, repair, replacement and modification of Common Areas;

Cause additional improvements to be made as a part of the Common Areas;

Acquire, hold, encumber and convey, in the Association’s name, any right, title or interest to real estate or personal property; provided that Common Areas may be conveyed or subjected to a security interest only pursuant to Section 312 of the Act;

Grant or obtain easements, licenses or permits for any period of time, including permanent easements, and grant leases, licenses and concessions for no more than one year, through or over the Common Areas and/or adjacent property;

Impose and receive a payment, fee or charge for services provided to Owners and for the use, rental or operation of the Common Areas, other than Limited Common Areas;

Impose a reasonable charge for late payment of assessments and, after notice and hearing, levy reasonable fines for violation of the governing documents or these Bylaws;

Impose a reasonable charge for the preparation and recording of amendments to the Governing documents or statements of unpaid assessments;

Provide for the indemnification of the Association’s officers, Board members, committee members;

Obtain and maintain officer and director liability insurance for the Association’s officers, Board members, committee members;

Exercise any other powers conferred by the Declaration, the Plat or these Bylaws;

Perform duties and obligations placed upon the Association by operation of the various land use approvals granted for the Community by San Miguel County.

Exercise any other power that may be exercised in the state by a legal entity of the same type as the Association; and

Exercise any other power necessary and proper for the governance and operation of the Association.

Section 2.3 – Association Manager. The Board may, but need not, employ a management company or Manager for the Community, at a compensation established by the Board, to perform duties and services authorized by the Board. Licenses, concessions and contracts may be executed by the Manager pursuant to specific resolutions of the Board and to fulfill the requirements of the budget.

Section 2.4 – Removal of Board Member by Owners. The Owners may, by a vote of at least two-thirds of the votes at any meeting of the Owners at which a quorum is present, may remove a Board member with or without cause and shall thereupon appoint a replacement Board member.

Section 2.5 – Vacancies. Vacancies in the Board, caused by any reason other than the removal of a Board member by a vote of the Owners, may be filled at a special meeting of the Board held for that purpose at any time after the occurrence of the vacancy, even though the Board members present at that meeting may constitute less than a quorum. These appointments shall be made by a majority of the remaining elected Board members constituting the Board. Each person so elected or appointed shall be a Board member for the remainder of the term of the Board member so replaced.

Section 2.6 – Regular Meetings. The Board shall establish the time and place of the Board meeting. No notice shall be necessary to the newly elected Board members in order to legally constitute such meeting, provided a majority of the Board members are present. The Board may set a schedule of additional regular meetings by resolution, and no further notice is necessary to constitute regular meetings. With the exception of matters that may be discussed in executive session, as set forth in Section 38-33.3-308(3-7) of the Act, all regular and special meetings of the Board or any committee thereof shall be open to attendance by all Owners of the Association or their representatives. Without limiting the generality of the foregoing, no rule or regulation may be validly adopted during an executive session. Agendas for meetings of the Board shall be made reasonably available for examination by all Owners of the Association or their representatives. The Board may, by resolution, delegate portions of its authority to officers of the Association, but such delegation of authority shall not relieve the Board of the ultimate responsibility for management of the affairs of the Association.

Section 2.7 – Special Meetings. Special meetings of the Board may be called by the President or by a majority of the Board members on at least three business days’ notice to each Board member. The notice shall be hand-delivered, mailed or e-mailed and shall state the time, place and purpose of the meeting.

Section 2.8 – Location of Meetings. All meetings of the Board shall be held within Colorado, unless all Board members consent in writing to another location.

Section 2.9 – Waiver of Notice. Any Board member may waive notice of any meeting in writing, including notice given by email. Attendance by a Board member at any meeting of the Board shall constitute a waiver of notice. If all the Board members are present at any meeting, no notice shall be required, and any business may be transacted at such meeting.

Section 2.10 – Quorum of Board Members. At all meetings of the Board, a majority of the Board members shall constitute a quorum for the transaction of business. At a meeting at which a quorum is present, the votes of a majority of the Board members present at a meeting at which a quorum is present shall constitute a decision of the Board. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting. At any 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 2.11 – Telephone Communication in Lieu of Attendance. A Board member may attend and fully participate in a meeting of the Board by using an electronic or telephonic communication method whereby the Board member may be reasonably heard by the other members and may hear the deliberations of the other members on any matter properly brought before the Board. The Board member’s vote shall be counted and the presence noted as if that Board member were present in person on that particular matter. The Board member shall be counted as being present for purposes of establishing a quorum.

Section 2.12 – Proxies. At any Board meeting, a Board member will be absent from the meeting who has otherwise been provided with information on an item coming before the Board and has become familiar with the subject matter, may provide the Board with a directed proxy directing the Board how to record the Board members’ vote on a particular matter and, thereupon, the Board shall so record the vote. A Board member shall not grant a general proxy to any person and any such general proxy shall be rejected by the Board. A Board member may not revoke a proxy given pursuant to this provision except by actual notice of revocation to the person presiding over a meeting of the Board. A proxy is void if it is not dated or purports to be revocable without notice. A proxy shall terminate one month after its date, unless a different termination date is otherwise set forth on its face. Proxies shall be filed with the Secretary of the Association at or before the appointed time of each meeting. Proxies shall conform to C.R.S. Section 7-127-203.

Section 2.13 – Consent to Corporate Action. If all the Board members, separately or collectively consent in writing to any action taken or to be taken by the Association, and the number of the Board members constitutes a quorum, that action shall be a valid corporate action as though it had been authorized at a meeting of the Board. The Secretary shall file these consents with the minutes of the meetings of the Board.

ARTICLE 3

OWNERS AND MEMBERSHIP

Section 3.1 – Ownership. Ownership of a Lot is required in order to qualify for membership in the Association. Ownership is more fully addressed in the Articles of Incorporation and the Declaration.

Section 3.2 – Annual Meeting. Annual meetings of Owners shall be held during each of the Association’s fiscal year at such date and time as determined by the Board and set forth in the notice. At these meetings, the Board members shall be elected by ballot of the Owners, in accordance with the provisions of these Bylaws, the Declaration and the Articles of Incorporation. The Owners may transact other business as may properly come before them at these meetings. Failure to hold an annual meeting shall not work a forfeiture or dissolution of the Association. Each Owner may participate in the annual meeting by telephone.

Section 3.3 – Budget Meeting. Meetings of the Owners to consider proposed budgets shall be called in accordance with the Act. The budget may be considered at annual or special meetings called for other purposes as well.

Section 3.4 – Special Meetings. Special meetings of the Association may be called by the President, by a majority of the Board or by Owners comprising 35% of the votes in the Association. Each Owner may participate in any special meeting by telephone.

Section 3.5 – Place of Meetings. Meetings of the Owners shall be held anywhere in San Miguel County, Colorado and may be adjourned to a suitable place convenient to the Owners, as may be designated by the Board or the President.

Section 3.6 – Notice of Meetings. The Secretary or other officer specified in the Bylaws shall cause notice of meetings of the Owners to be hand-delivered, sent prepaid by United States mail to the mailing address of each Lot or to the mailing address designated in writing by the Owner or by e-mail to those Owners that are able to receive e-mail and that specify they wish to receive notices by e-mail, not less than 10 days in advance of a meeting. No action shall be adopted at a meeting except as stated in the notice.

Section 3.7 – Waiver of Notice. Any Owner may, at any time, waive notice of any meeting of the Owners in writing (e-mailed accepted), and the waiver shall be deemed equivalent to the receipt of notice.

Section 3.8 – Adjournment of Meeting. At any meeting of Owners, a majority of the Owners who are present at that meeting, either in person or by proxy, may adjourn the meeting to another time.

Section 3.9 – Order of Business. The order of business at all meetings of the Owners shall be as follows:

(a) Roll call (or check-in procedure);

(b) Proof of notice of meeting;

(d) Reports;

(e) Board Nominations;

(f) Election of Board members on the Board;

(g) Ratification of budget;

(h) Unfinished business; and

(i) New business.

Section 3.10 – Voting.

Each Lot in the Community shall have the voting rights as established in the Declaration.

If title to a Lot is held by an entity, including, without limitation, a firm, corporation, partnership, trust, limited liability company, association or other legal entity or any combination thereof (hereinafter “entity”), that entity must appoint a “delegate” to represent such Included Property. Any such delegate must, at the time of the appointment and continuing throughout the period of representation of the entity, own at least a 5% equity interest in the entity. To appoint a delegate, the entity’s governing body or officer must notify the Board of the appointment in writing prior to the commencement of the meeting for which the delegate is attending and participating. The Association may require proof of such equity ownership from time to time to evidence the qualification of the delegate to represent such a Lot and in the absence of such demonstration to the reasonable satisfaction of the Association, the Association may reject the right of the delegate to act on behalf of the entity until such time as satisfactory information is provided and accepted by the Association. A duly empowered delegate may participate in meetings and vote on matters requiring the vote of the Association Owners. A delegate may be a candidate for the Board and, if elected, serve as a Board member. The foregoing shall not preclude a delegate to act on behalf of an entity if duly appointed by a properly executed proxy given by the entity in conformance with these Bylaws. The moderator of the meeting may require reasonable evidence that a person voting on behalf of an entity is qualified to vote. A delegate may serve on the Board or as an officer for the Association.

Votes allocated to a Lot owned by the Association, if any, may not be cast.

Section 3.11 – Quorum. Except as otherwise provided in these Bylaws, A quorum is deemed present throughout any meeting of the Owners of the Association if persons entitled to cast at least 30 percent of the total allocated votes in the Association are present, in person, by telephone or by proxy, at the beginning of the meeting.

Section 3.12 – Majority Vote. Provided a quorum of allocated votes is present in person or by proxy, the affirmative vote of a majority of the total allocated votes so present in person or by telephone shall constitute approval of any matter voted upon unless a different number is required on a particular matter by the Colorado Revised Nonprofit Corporation Act, this Declaration, the Articles, or these Bylaws.

Section 3.13 – Proxies. At any meeting of the Owners, the vote allocated to a Lot may be cast pursuant to a proxy duly executed by an Owner or by the Owner’s duly authorized attorney-in-fact, designating a particular person present at the meeting to vote on behalf of the Owner. An Owner may provide the Association with a directed proxy indicating how the Owner directs the Association to record the Owners vote on a particular matter. If a Lot is owned by more than one person, each owner of the Lot may vote or register protest to the casting of a vote by the other owners of the Lot through a duly executed proxy. An Owner may not revoke a proxy given pursuant to this provision except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. A proxy shall terminate eleven (11) months after its date, unless a different termination date is otherwise set forth on its face. Proxies shall be filed with the Secretary of the Association at or before the appointed time of each meeting. Proxies shall conform to C.R.S. Section 7-127-203. All proxies shall be reviewed by the Association’s Secretary or designee as to the following: (a) Validity of the signature; (b) Signatory’s authority to sign for the Owner; (c) Authority of the Owner to vote; (d) Conflicting proxies; and (e) Expiration of the proxy.

Section 3.14 – Telephone Communication in Lieu of Attendance. A Board member may attend and fully participate in a meeting of the Board by using an electronic or telephonic communication method whereby the Board member may be reasonably heard by the other members and may hear the deliberations of the other members on any matter properly brought before the Board. The Board member’s vote shall be counted and the presence noted as if that Board member were present in person on that particular matter. The Board member shall be counted as being present for purposes of establishing a quorum.

Section 3.15 – Action by Written Ballot. A vote on any action that may be taken at an annual, regular or special meeting of Owners may be taken without a meeting of the Owners, provided that the Association shall deliver a written ballot to every Owner entitled to vote on the matter by e-mail or mail, which sets forth each proposed action and provides an opportunity to vote for or against each proposed action by responding to the Association. All solicitations for votes by written ballot shall be mailed or e-mailed and shall indicate the number of responses needed to meet quorum requirements, state the percentage of approvals necessary to approve each matter, specify the time by which the response ballot must be received by the Association in order to be counted, specify the approved methods of submitting ballots, and be accompanied by written information regarding the matter to be voted upon. Ballots must be received by the Association no later than 21 calendar days from the date of the ballot, unless a different time is specified by the Board and reflected in the ballot. The Association and the Owners must send their ballots in accordance with Article 8 of these Bylaws (Notices). If so provided for in the written ballot, an action shall be deemed to be approved should an Owner fail to timely respond or otherwise act upon each matter identified for a vote in the written ballot. Approval by written ballot shall be valid when the number of votes cast by the ballot equals or exceeds the quorum required at a meeting authorizing the action and the number of approvals equals or exceeds the number required to approve the matter at a meeting. After the time to respond to the ballot has expired, the Association will tally the results and notify the Owners of the results within 15 days, unless a different time is specified by the Board.

Section 3.16 – Election of Board Members. Cumulative voting for Board members shall not be permitted.

Section 3.17 – Chairman of Meetings. At any meeting of the Owners, the Owners present shall select a Chairman and a Secretary of the meeting.

Section 3.18 – Owner Addresses for Notices. An Owner shall provide written notice to the Association if they wish to receive notices by United States mail only; otherwise, any notices given by the Association may be sent at the option of the Association by either (1) United States Mail (postage prepaid), or (2) e-mail. Notices include, but are not limited to, any notice required to be given by law, or otherwise given by the Association under these Bylaws or any other governing document of the Association to any Owner, or any other written instrument to be given to any Owner. Notices may be mailed or e-mailed to such Owner mailing address or e-mail address of the Lot as shown upon the Association’s records. The Owner is responsible for updating the Association records if their contact information changes. If more than one Owner owns a particular Lot, then any notice or other written instrument may be addressed to all of such Owners and may be mailed or e-mailed in one mailing or e-mail message in accordance with the foregoing. Any notice or other written instrument given by the Board in accordance with the foregoing will be deemed to have been given on the date that it is mailed or e-mailed.

Section 3.19 – Rules at Meeting. The Board may prescribe reasonable rules for the conduct of all meetings of the Board and Owners. In the absence of such rules, Robert’s Rules of Order shall be used.

ARTICLE 4

OFFICERS

Section 4.1 – Designation. The principal officers of the Association shall be the President, the Secretary and the Treasurer. The Board may appoint an assistant Treasurer, an assistant Secretary and other officers as it finds necessary. The President, but no other officers, needs to be a Board member. Any two offices may be held by the same person, except the offices of President and Secretary. An officer need not be a Member of the Association.

Section 4.2 – Election of Officers. The officers of the Association shall be elected annually by the Board at the organizational meeting of each new Board. They shall hold office at the pleasure of the Board.

Section 4.3 – Removal of Officers. Upon the affirmative vote of a majority of the Board members, any officer may be removed, either with or without cause. A successor may be elected at any regular meeting of the Board or at any special meeting of the Board called for that purpose.

Section 4.4 – President. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Owners and the Board. The President shall have all of the general powers and duties which are incident to the office of President of a nonprofit corporation organized under the laws of the State of Colorado, including but not limited to, the power to appoint committees from among the Owners from time to time as the President may decide is appropriate to assist in the conduct of the affairs of the Association. The President may fulfill the role of Treasurer in the absence of the Treasurer. The President may cause to be prepared and may execute amendments, attested by the Secretary, to the Declaration and these Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

Section 4.5 – Vice President. The Vice President may exercise and perform the actions, powers, duties and functions of the President should the President be unavailable to undertake such the actions, powers, duties and functions.

Section 4.6 – Secretary. The Secretary shall keep the minutes of all meetings of the Owners and the Board. The Secretary shall have charge of the Association’s books and papers as the Board may direct and shall perform all the duties incident to the office of Secretary of a nonprofit corporation organized under the laws of the State of Colorado. The Secretary may cause to be prepared and may attest to execution by the President of amendments to the Declaration and the Bylaws on behalf of the Association, following authorization or approval of the particular amendment as applicable.

Section 4.7 – Treasurer. The Treasurer shall be responsible for Association funds and securities, 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. This officer shall be responsible for the deposit of all monies and other valuable effects in depositories designated by the Board and shall perform all the duties incident to the office of Treasurer of a nonprofit corporation organized under the laws of the State of Colorado. The Treasurer may endorse on behalf of the Association, for collection only, checks, notes and other obligations and shall deposit the same and all monies in the name of and to the credit of the Association in banks designated by the Board. Reserve funds of the Association shall be deposited in segregated accounts or in prudent investments, as the Board decides. Funds may be withdrawn from these reserves for the purposes for which they were deposited, by check or order, authorized by the Treasurer, and executed by two Board members, one of whom may be the Treasurer if the Treasurer is also a Board member.

Section 4.8 – Agreements, Contracts, Deeds, Checks, etc. Except as provided in these Bylaws, all agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by any officer of the Association or by any other person or persons designated by the Board.

Section 4.9 – Statements of Unpaid Assessments. The Treasurer, assistant treasurer, a manager employed by the Association, if any, or, in their absence, any officer having access to the books and records of the Association may prepare, certify, and execute statements of unpaid assessments, in accordance with Section 316 of the Act. The Association may charge a reasonable fee for preparing statements of unpaid assessments. The amount of this fee and the time of payment shall be established by resolution of the Board. Any unpaid fees may be assessed as a Common Expense against the Lot for which the certificate or statement is furnished.

ARTICLE 5

ENFORCEMENT

Section 5.1 – Abatement and Enjoinment of Violations by Owners. The Board shall have the right to enforce the Declaration, any Rules, Regulations and Policies adopted by the Board and remedy violations thereof in the manner prescribed in the Declaration, any Rules, Regulations and Policies, including the right to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach.

Section 5.2 – Fines for Violation. By resolution, following notice and hearing, the Board may levy reasonable fines per day for each day that a violation of the Governing documents or Rules persists after reasonable notice and hearing, but this amount shall not exceed that amount necessary to insure compliance with the rule or order of the Board.

ARTICLE 6

INDEMNIFICATION

The Board members and officers of the Association shall have the liabilities, and be entitled to indemnification, as provided in the Corporation Act, the provisions of which are incorporated by reference and made a part of this document.

ARTICLE 7

RECORDS

Section 7.1 – Records and Audits. The Association shall maintain financial records of the Association. The cost of any audit shall be a Common Expense.

Section 7.2 – Examination. All records maintained by the Association or the Manager shall be available for examination and copying by any Owner or by any of their duly authorized agents or attorneys, at the expense of the person examining the records, during normal business hours and after reasonable notice.

ARTICLE 8

MISCELLANEOUS

Section 8.1 – Notices. Any and all notices to the Association or the Board shall be sent to the office of the Manager, or, if there is no Manager, to the office of the Association, or to such other address as the Board may designate by written notice to all Association Owners, which may be a mailing address or e-mail address. Except as otherwise provided, all notices to any Owners shall be sent to the Association Owner’s mailing address or e-mail address (as determined by the Association) as it appears in the records of and as provided by the Owner to the Association. All notices shall be deemed to have been given when mailed, except notices of change of address, which shall be deemed to have been given when received. An Owner has an affirmative duty to notify the Association, through its Manager, of their mailing address, phone number, cell number, fax number and email address and any changes to such information as such changes occur from time to time.

Section 8.2 – Fiscal Year. The Board shall establish the fiscal year of the Association, which shall initially be deemed to commence on January 1 and expire on December 31, unless and until changed by the Board.

Section 8.3 – Waiver. No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

Section 8.4 – Office. The principal office of the Association shall be at such place as the Board may from time to time designate.

Section 8.5 – Reserves. As a part of the adoption of the regular budget the Board shall include an amount which, in its reasonable business judgment, will establish and maintain an adequate reserve fund for the replacement of improvements to the Common Areas and those Limited Common Areas that it is obligated to maintain, based upon age, remaining life and quantity and replacement cost of major Common Element improvements.

ARTICLE 9

AMENDMENTS TO BYLAWS

Section 9.1 – Vote of Board. The Bylaws may be amended by vote of two-thirds (2/3) of the Board members of the Board, following notice and opportunity to comment to all Owners, at any meeting duly called for such purpose.

Section 9.2 – Vote of Owners. These Bylaws may at any time and from time to time be amended, altered or repealed by a vote of the majority of the Owners by mail, email or at any annual or special meeting provided that the notice of such meeting states that such amendment, alteration or repeal is to be considered.

Section 9.3 – Restrictions on Amendments. No amendment of the Bylaws shall be contrary to or inconsistent with any provision of the Declaration.

APPROVAL AND EXECUTION

The foregoing Bylaws are hereby adopted by the Association, through its Board of Directors as of the Effective Date.

Telluride Preserve Homeowners Association,

a Colorado nonprofit corporation