BY-LAWS OF TIERRA ENCANTADA HOMEOWNERS ASSOCIATION, INC ARTICLE I. Name and Location of Office

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1 Filed in Office of NM State Corporation Commission November 3, 1995 Corporation Department BY-LAWS OF TIERRA ENCANTADA HOMEOWNERS ASSOCIATION, INC ARTICLE I Name and Location of Office The name of the corporation is Tierra Encantada Homeowners Association, Inc., hereinafter referred to as the Corporation. The principal office of the Corporation in the State of New Mexico shall be located in the vicinity of Stanley, County of Santa Fe. The Corporation may have such other offices, either within or without the State of New Mexico, as the business of the Corporation may require from time to time. ARTICLE II Definitions Section 1. Association shall mean the Tierra Encantada Homeowners Association, Inc., its successors and assigns. Section 2. Property or Subdivision shall mean the real property described in that certain Master Plan, Phase 1 and subsequent phases of the Tierra Encantada Subdivision plats recorded in the Office of the County Clerk of Santa Fe County, New Mexico [ the Subdivision ] and any amendments thereto. Section 3. Lot shall mean any lot designated on the Property plats referred to above. Section 4. Owner shall refer to the record owner, whether one or more persons or entities, of the fee title to any lot which is part of the Subdivision. Section 5. Declarant shall mean Kings Butane Co., a New Mexico corporation, its successors and assigns. Section 6. Restrictive Covenants or Declaration of Restrictive Covenants shall mean the Tierra Encantada Declaration of Restrictive Covenants recorded in the records of Santa Fe County, New Mexico, as amended. ARTICLE III Membership and Voting Section 1. Each lot owner shall be a member of the Association. Each lot shall be entitled to one (1) vote in the Association. When more than one person holds an interest in a lot, all such persons shall be members of the Association but shall only be entitled to one (1) vote per lot to be exercised as they among themselves shall determine. Any lot owned by Kings Butane Co. or its successors or assigns shall be entitled to three (3) votes per lot until the earlier of the following dates: a) when eighty-five (85%) per cent of the total eighty (80) lots in the Subdivision have been transferred by Kings Butane Co. to a third party or other entity not controlled by Kings Butane Co. (except for a successor developer), or b) ten (10) years after the date of recording of the Tierra Encantada Declaration of Restrictive Covenants. On that date, Kings Butane Co. shall thereafter be entitled to only one (1) vote per lot owned. By-Laws, Page 1

2 ARTICLE IV Board of Directors Section 1. Management. The Board of Directors shall govern the general management and control of the activities and affairs of the Corporation and shall exercise all the powers that may be exercised or performed by a non-profit corporation under the laws of the State of New Mexico and the United States, these Bylaws, and the Articles of incorporation. Section 2. Number and Tenure. Directors shall be elected by the membership at its annual meeting. The Board of Directors shall consist of not less than three (3) nor more than five (5) members. Each Director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified. Directors need not be residents of New Mexico nor members of the Corporation. Notwithstanding the above, the Declarant shall have the right to appoint and remove the members of the Board of Directors of the Association until the earlier of the following dates: a) until eighty-five (85%) per cent of the total eighty (80) lots in the Subdivision have been sold and transferred by Declarant to third parties or other entities not controlled by Declarant (except for a successor developer), or b) ten (10) years from the date of recording of the Restrictive Covenants. Section 3. Vacancies. Any vacancy or vacancies created by the death, removal, or resignation, or incapacity to act of any Director before the expiration of such Director s term may be filled at any meeting of the Board by a vote of the majority of the Directors present. A Director elected to fill a vacancy shall hold office until the next annual meeting of the Board or until election and qualification of a successor. Section 4. Resignations and Removal. Any Director may resign at any time by giving written notice of such resignation to the Secretary of the Corporation. Unless otherwise specified in the notice, such resignation shall take effect on receipt thereof by the Secretary. Any Director may be removed at any time by a vote of three-fourths (3/4) of the Association votes. Section 5. Compensation. The Directors shall not receive compensation for their services as such, but the Board of Directors may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties. ARTICLE V Meeting of the Members Section 1. Annual Meeting. The annual meeting of the members shall be not later than January 31 of each year for the purposes of electing Directors, adopting a budget, and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. Prior to the annual meeting, the Directors shall prepare a proposed budget for the next fiscal year of the corporation and distribute that budget to the membership for voting at the annual meeting. At the annual meeting, the Association shall adopt the budget for the next fiscal year, as provided for in the Road Maintenance Agreement for Tierra Encantada Subdivision recorded in the real property records of Santa Fe County, New Mexico. Section 2. Special Meetings. Special meeting of the members may be called by the President, the Secretary, the majority of the Board of Directors, or the holders of not less than a majority of all the votes of the corporation. Section 3. Place of Meeting. The President or the Secretary may designate any place within the County of Santa Fe, New Mexico, as the place of meeting for any annual meeting of the members and for any special meeting. By-Laws, Page 2

3 Section 4. Notice of Members Meetings. Written notice of all members meetings stating the time and the place and the objects for which such meetings are called shall be given by an officer of the Association personally or by mail not less than ten (10) nor more than fifty (50) days prior to the date of the meeting. Section 5. Quorum of Members. At any meeting of the members, a majority of the votes in the Association shall constitute a quorum, but a lesser interest may adjourn any meeting and the meeting may be held as adjourned without further notice; provided, however, that Directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority of the votes of those present shall decide any question brought before such meeting unless these By-Laws or the Articles of the Corporation provide for a larger or different vote. In the event a quorum is not present at the annual meeting, the previous year s budget and the officers and Directors shall be held over until a special meeting attended by the required quorum can be held to approve a new budget and elect Directors. Such special meeting shall be held not later than sixty (60) days following the annual meeting. Section 6. Proxies. At all meetings of the membership, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of meeting. Section 7. Action by Consent. Any action required to be taken at a meeting of the membership may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote. ARTICLE VI Meeting of the Board of Directors Section 1. Annual and Special Meetings. An annual meeting of the Board shall be held not later than the first Saturday following the annual general membership meeting for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday, such meeting shall be held on the next business day. Special meetings of the Board may be called by the President, the Secretary, or a majority of the Board on not less than ten (10) days notice, given by mail, fax, or telephone. Notice of special meetings shall state the purpose therefor. All meetings of the Board shall be held at such place within the State of New Mexico as shall be designated in a notice of the meeting. Section 2. Quorum. At any meeting of the Board of Directors of the Corporation, the presence of a majority of the Directors in person or by power of attorney shall be necessary to constitute a quorum for all purposes, and the act of a majority of the Directors present at any meeting at which there is a quorum present shall be the act of the full Board of Directors. Section 3. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board. Section 4. Participation by Telephone. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. By-Laws, Page 3

4 ARTICLE VII Committees Section 1. Architectural Committee. The Board of Directors shall appoint an Architectural Control Committee consisting of two to four (2-4) members from time to time, as provided in the Subdivision s Declaration of Restrictive Covenants. In the event of the death or resignation of any member of the Committee, the Board shall appoint a successor. Section 2. Other Committees. Other committees may be appointed by the President with the concurrence of the Board of Directors as may be deemed desirable for the proper administration and operation of the Corporation. Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All actions by any such committee shall be subject to revision and alteration by the Board of Directors provided that no rights of third persons shall be adversely affected by such revision or alteration. Any action or authorization of an act by any such committee within the authority delegated to it by the resolution establishing it shall be as effective for all purposes as the act or authorization of the Board of Directors. Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. ARTICLE VIII Officers Section 1. Officers of the Corporation. The officers of the Corporation shall consist of the President, the Vice- President, the Treasurer, and the Secretary, who shall be members of the Board of Directors. The officers shall be elected by the Board for a term of one year. Any officer may succeed himself. If the office of any of the officers should become vacant for any reason, the Board shall, by a majority of those present at any regular or properly called special meeting, elect a successor to fill the vacancy for the unexpired term. Any officer may be removed by the affirmative vote of the majority of the Directors present at any regular or properly called special meeting of the Board. Any two or more offices may be held by the same person. Section 2. Powers and Duties. The powers and duties of the officers shall be as follows: A) President. The President shall be the chief executive officer and the Financial and Fiscal officer of the Corporation; shall be empowered to handle all transactions of the Corporation; shall have general supervision of the affairs of the Corporation; and shall sign all written contracts of the Corporation. He shall be an ex officio member of all committees and shall preside at all meetings of the Board of Directors. B) Vice-President. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President shall prescribe. C) Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation; shall keep books of accounts, and shall submit them, together with all vouchers, receipts, records, and other papers, to the Directors for their examination and approval as often as they may require; shall perform all other duties as are incidental to such office; and shall perform the duties delegated to the Treasurer by the President. D) Secretary. The Secretary shall attend all sessions of the Board of Directors and record, or cause to be recorded, all votes and minutes of all proceedings in a book to be kept for such purposes, and shall perform like duties for the standing committees when requested. The Secretary shall give or cause to be given notice of all meetings of the Directors and shall perform such duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be, and shall perform other duties as are incidental to the office. By-Laws, Page 4

5 Section 3. Compensation of Officers. There shall be no compensation for the officers. Section 4. Vacancies. Any vacancy which may occur in any of the elective offices shall be filled by election of the Board to serve until the next annual meeting of the Board or until his successor shall have been duly elected and qualified. Section 5. Resignation and Removal of Officers. Any officer may resign by a notice in writing to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any officer may be removed at any time with or without cause by majority vote of the Directors, provided there is a quorum of not less than a majority of the entire Board present at the meeting at which such action is taken. ARTICLE IX General Provisions Section 1. Authority to Sign Contracts and Checks. The persons authorized to sign contracts and to sign, endorse, and otherwise execute checks, drafts, notes, orders, or other instruments for the payment of money issued by or to the Corporation shall be designated by appropriate resolutions of the Board. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as the Directors may establish. Section 3. Loans. Board of Directors. No loans shall be contracted on behalf of the Corporation unless authorized by the ARTICLE X Indemnification Indemnification shall be provided to all officers and Directors of the Corporation to the full extent provided by law. ARTICLE XI Amendments The By-Laws of the Corporation may be amended only by an affirmative vote of a majority of the Directors present or represented by proxy or power of attorney at a properly called regular or special meeting of the Board of Directors at which a quorum is present. The notice of such a meeting must specify that the subjects of the amendments or amendments acted upon are to be considered at the meeting, and such notice, along with the proposed amendment or amendments, shall be provided to each Director at least ten (10) days prior to such meeting. Said notice may not be waived. By-Laws, Page 5