Summit Village

By-Laws of
Summit Village, Inc. Association

ARTICLE I
NAME AND LOCATION

            The name of the corporation is SUMMIT VILLAGE, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at Summit Village, Douglas County, Nevada, but meetings of members and directors may be held at such places within the State of Nevada, County of Douglas, as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

            Definitions shall be set forth in the Declaration of Covenants, Conditions and Restrictions for Summit Village, Inc., hereinafter called the Declaration.

ARTICLE III
MEETINGS OF MEMBERS

            Section 1 - Annual Meetings  The regular annual meeting of the members shall be held on the last Sunday of July of each year, at the hour of 12:00 o'clock noon.

            Section 2 - Special Meetings  Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the existing memberships.

            Section 3 - Notice of Meetings  Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least thirty (30) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

            Section 4 - Quorum  The presence at the meeting of members entitled to vote, or of proxies entitled to vote, one-tenth (1/10) of the votes of existing memberships shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration of CC&R's, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

            Section 5 - Proxies  At all meetings of members, each member may vote in person by proxy. All proxies shall be in writing and filed with the secretary of the Association by the members prior to the meeting. Every proxy shall be revocable and shall automatically expire upon conveyance by the member of his Lot.

ARTICLE IV
BOARD OF DIRECTORS

            Section 1 - Number  The affairs of this Association shall be managed by a Board of five (5) directors, who shall be existing members of the Association.

            Section 2 - Term of Office  At the first annual meeting, the members shall elect five directors for a term of one year. Effective July, 1991, the members shall elect three directors to two-year terms and the remaining two directors to one-year terms. Subsequent elections will be for a two-year period in order to stagger the terms in order that approximately 50% of the Board is elected each year.

            Section 3 - Removal  Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

            Section 4 - Compensation  Directors shall receive no compensation except that each director shall receive a credit equal to the annual dues of one developed unit. Any director may also be reimbursed for his actual expenses incurred in the performance of his duties.

            Section 5 - Action Taken Without a Meeting  The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of a majority of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS

            Section 1 - Nomination  Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors at least sixty (60) days prior to each annual meeting of the members. The Nominating Committee shall make as many nominations for election to the board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among existing members.

            Section 2 - Election  Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VI
MEETINGS OF DIRECTORS

            Section 1 – Regular Meetings  Regular meetings of the Board of Directors shall be held monthly on the third Monday, at such place and hour as may be fixed from time to time by resolution of the Board.

            Section 2 - Special Meetings  Special Meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors.

            Section 3 - Quorum  A majority of the member of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

            Section 1 - Powers The board of Directors shall have the power to:

(a)            adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the members and their guest thereon, and to establish penalties for the infraction thereof;

(b)           suspend the voting rights and right of use of the common area of a member during any period in which such member shall be in default in the payment of any dues or assessment levied by the Association. Such rights may also be suspended, after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

(c)            exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;

(d)           employ a manager or independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

            Section 2 - Duties It shall be the duty of the Board of Directors to:

(a)            cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of members who are entitled to vote;

(b)           supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(c)            as more fully provided in the Declaration, to:

(1)           fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

(2)           send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3)           foreclose the lien against any property for which assessments are not paid or to bring an action at law or in equity against the owner personally obligated to pay the same at such time as the directors may determine.

(d)           issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e)            procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f)            cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g)           cause the Common Area to be maintained

ARTICLE VIII
OFFICERS AND THEIR DUTIES

            Section 1 - Enumeration of Offices  The offices of this Association shall be a president, and a secretary/treasurer, who both shall at all times be members of the Board of Directors, and such other officers as the Board may from time to time by resolution create.

            Section 2 - Election of Officers  The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

            Section 3 - Term  The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

            Section 4 - Special Appointments  The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties at the Board may, from time to time determine.

            Section 5 - Resignation and Removal  Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

            Section 6 - Vacancies  A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

            Section 7 - Multiple Offices  The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

            Section 8 - Duties  The duties of the officers are as follows:

(a)   President
The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. In the absence of the president, the Board shall designate an acting president.

(b)  Secretary
The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and the members; keep appropriate current records showing the members of the Association together with their addresses; and shall perform such other duties as required by the Board.

(c)   Treasurer
The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall co-sign all checks and promissory notes of the Association; keep proper books of account; case a quarterly balance sheet in accordance with the standards established by the American Institute of Certified Public Accountants, using the cash method of accounting; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. Any owner may, at any time and at his own expense, cause an audit or inspection to be made of the books and records of the Association by a certified public accountant licensed by the State of Nevada.

ARTICLE IX
COMMITTEES

            The Board of Directors may appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE X
BOOKS AND RECORDS

            The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost.

ARTICLE XI
ASSESSMENTS

            As more fully provided in the Declaration, each member is obligated to pay the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 18% per annum, and the Association may bring an action at law or in equity against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of each assessment. No Owner may waive or otherwise escape liability or the assessments provided for herein by non-use of the Common Area or abandonment of his lot.

ARTICLE XII
AMENDMENTS

            Section 1 These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.

            Section 2 In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.