River Valley Homeowners Association

River Valley Homeowners Association Bylaws ARTICLE I NAME AND LOCATION The name of the corporation is RIVER VALLEY HOMEOWNERS ASSOCIATION (the Association). The principal office of the corporation shall be located at c/o David and Donna Richards, 6910 E Grand View LN, Apache Junction, AZ 85219, but meetings of Members and Directors may be held at such places within the State of Iowa as may be designated by the Board. ARTICLE II DEFINITIONS A. Association River Valley Homeowners Association, an Iowa corporation, its successors and assigns. B. Board of Directors the body of Members elected by the Association to manage the property and affairs of the Association pursuant to and in strict compliance with the Declaration of Covenants, Conditions and Restrictions of the River Valley Golf Community. C. Common Area road lots and easements which are the responsibility of the lot owners and/or Homeowners Association. D. Residential Lots shall mean those numerically designated lots shown upon an official recorded subdivision plat within the property that are available for the construction of residences. E. Member any person or entity entitled to membership in the Association, as provided for in the declaration. F. Lot Owner shall mean each person or entity who is a record owner of a fee or undivided fee interest in any lot located within the property; provided,

however, that in the event of the recording of a contract for the sale of a lot, the contract purchaser shall be deemed the lot owner; and provided further that in the event a fee interest of record is held merely for the security of the performance of an obligation, then the obliger in possession shall be deemed the lot owner. G. Property that certain tract of property described as River Valley Golf Community, Dallas County, Iowa. H. Declaration the official document known as Declaration of Covenants, Conditions and Restrictions and Establishment of Homeowners Association, River Valley Golf Community, Dallas County, Iowa. ARTICLE III MEETING OF MEMBERS A. Annual Meetings. The first annual meeting of the Members was held on the 6 th day of November 2000. Each subsequent regular annual meeting of the Members shall be held each fall. That date to be set each year by the Board of Directors. B. Special Meetings. Special meetings of the Members may be called at any time by the Chairman or by majority of the Board of Directors, or upon written request of fifty-one percent (51%) from the Class A membership. C. Notice of Meetings. Written notice of the annual meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by personally delivering or mailing a copy of such notice, postage prepaid, at least ten (10) but no more than 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, date and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. D. Quorum. At the first meeting called, the presence at the meeting of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirement set forth, and the required quorum at any such subsequent meeting shall be sixty percent (60%) of those present at said previous meeting. No such subsequent meeting shall be held more than thirty (30) days following the preceding meeting.

E. Suspension of Voting Privileges. No member shall be eligible to vote or to be elected to the Board who is shown on the Association s books to be delinquent in the payment of any assessment due to the Association, as set forth in the Declaration. ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE A. Number. The affairs of this Association shall be managed by a Board of no less than two (2) nor more than five (5) directors who must be Members of the Association. Two (2) from the Class B membership and three (3) from the Class A membership. B. Term of Office. At the first annual meeting, the Members shall select five (5) board members. Two (2) from the Class B membership, and three (3) from the Class A membership. The two (2) from Class B membership shall be ongoing and have all the benefits and burdens as spelled out in the Declaration of Covenants, Conditions and Restrictions of the River Valley Golf Community. The three (3) from Class A membership for the first year will be two (2) individuals serving a two year term and one (1) individual serving a one year term. After the first year, all Class A Directors will be elected for a two (2) year term. C. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members. In the event of death, resignation or removal of a director, his/her successor shall be selected by the remaining members of the Board and shall serve for the un-expired term of his/her predecessor. D. Compensation. No director shall receive compensation for serving on the Board. E. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a board meeting that they could take at a board meeting by obtaining the written approval of all of the directors. Any action so approved shall have the same effect as though taken at a board meeting of the directors.

ARTICLE V NOMINATION AND ELECTION OF DIRECTORS A. Nomination. Upon the termination of Class B membership as provided in the Declaration, nomination for election to the Board shall be made by a Nominating Committee. Nominations may also be made from the Members at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its direction determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members who are not delinquent in Association assessments. B. Election. Election to the Board shall be by 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 provision of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VI MEETINGS OF DIRECTORS A. Regular Meetings. Regular meetings of the Board shall be held at such place and time as may be fixed from time to time by resolution of the Board. B. Special Meetings. Special Meetings of the Board shall be held when called by the Chairperson of the Association, or by any three (3) Directors, after not less than ten (10) days notice to each Director. C. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business by the Board. Every act or decision done or made by a majority vote of the Class A and Class B Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. ARTICLE VII

RESPONSIBILITIES AND DUTIES OF THE BOARD OF DIRECTORS A. Responsibilities: The Board of Directors is an elected position by the lot owners of the River Valley Homeowners Association. The responsibility of these elected is to ensure that the Declaration of Covenants, Conditions and Restrictions of the River Valley Golf Community which have been provided to and agreed to by all lot owners be adhered to. It is also the responsibility of the Directors to carry out day to day business that is voted on and approved, by the necessary quorum of lot owners voting at the annual meeting, or other legal meetings called, for the purpose of conducting business. The Declaration of Covenants, Conditions and Restrictions of the River Valley Golf Community are a legal and binding document on all lot owners. They are designed to promote the continuity and integrity of the project. They also set guidelines that both protect and promote the valuation of all lot owners property. They can neither easily be changed, nor strayed from. It is also only by conducting pre-approved business that Directors truly represent the voice of the lot owners. It shall be specifically against the Bylaws for any business to be conducted that tries to promote the agenda or concerns of any one individual or group of individuals. The Board of Directors shall not become a policymaking entity. It again can only carry out preapproved business. There are ample avenues for one to air their personal grievances or vendettas. The Board of Directors seat shall not be allowed to become one of them. B. Duties: It shall be the duty of the Board to: 1. cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members, or at any special meeting when such statement is requested in writing by fifty-one percent (51%) of the Class A Members who are entitled to vote; 2. declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board; 3. as more fully provided in the Declaration, to: a. fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period; b. send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and c. foreclose the lien against any lot for which assessments are not paid within thirty (30) days after the date due, or to bring an action at law against the owner personally obligated to pay the same;

4. issue, or 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 that an assessment has been paid, then such certificate shall be conclusive evidence of such payment; 5. procure and maintain adequate insurance on the common area or any other property that is the responsibility of the Association, pursuant to the Declaration; 6. cause the common area to be maintained as provided in the Declaration; 7. enforce the covenants and restrictions; 8. otherwise perform duties as deemed necessary by majority vote of the members of the Association. ARTICLE VIII DIRECTORS AND THEIR DUTIES Until the cessation of the Class B Members as provided in the Declaration, the Chairperson and Treasurer positions will be held by the Class B Members. Upon cessation of the Class B Members, the positions will then be voted on by the Board of Directors. Chairperson The Chairperson shall preside at all meetings of the Board; shall see that orders and resolution of the Board are carried out; shall sign all contracts, leases, mortgages, deeds and other written instruments. 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 of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as are required by the Board.

Treasurer The Treasurer, or Board approved entity, shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as permitted by the member approved budget; sign all checks; keep proper books of account and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at their regular annual meeting, and deliver a copy of each to the Members. ARTICLE IX COMMITTEES The Association shall appoint a Nominating Committee, as provide in these bylaws. In addition, the Board shall appoint other committees as it deems appropriate to carry out its purposes. ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall at all times be subject to inspection by any Member upon written request. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection, and copies may be purchased at a reasonable cost. ARTICLE XI AMENDMENTS A. These Bylaws may be amended at a regular or special meeting of the Members, by a majority vote of a quorum of Class A and Class B Members present in person or by proxy. B. In the case of any conflict between the Articles of Incorporation and these bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. ARTICLE XII

MISCELLANEOUS The fiscal year of the Association shall begin on the first day of September and end on the 31 st day of August of every year, except that the first fiscal year shall begin on the date of incorporation.