Section 1.01. Name. The name of the organization is WEST SANDY COMMUNITY ASSOCIATION (the "Association").

Section 1.02. Purpose and Mission. The Association is organized for the following purposes:

Section 2.01. Qualifications. Membership may be granted to any individual that supports the mission and purposes of the Association, and who pays the annual dues as set by the Board of Trustees.

Section 2.03. Termination of Membership. The Board of Trustees, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.

Section 2.04. Transfer of Membership. No member may transfer for value a membership or any right arising from it.

Section 2.05. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 2.06. Annual Dues. Membership dues shall be $10.00 per person or $15.00 per family (Man, wife and children of same, who reside in one household) per year, are due on January 1 of each year and shall be considered delinquent if not paid by March 1 of each year. Any member in default in the payment of dues shall be terminated from membership in the Association, in the manner provided for in Article 2.03 of these Bylaws and shall not be eligible to vote. Dues are subject to reassessment as deemed necessary by the Board of Trustees.

Section 2.07. Regular Meetings. The regular meetings of the members shall be held on the fourth (4^th) Thursday of each month at 6:30 p.m. at a place to be designated by the President.

Section 2.08. Annual Meeting. The annual meeting of members shall take place on the fourth (4^th) Thursday in March of each year at a location to be designated by the President. At the annual meeting, the members shall elect Trustees and officers, receive reports on the activities of the Association, and determine the direction of the Association for the coming year.

Section 2.09. Special Meetings. Special meetings may be called by the President or a simple majority vote of the Board of Trustees.

Section 2.10. Quorum and Voting. The members present at the meeting shall constitute a quorum for transaction of business at a membership meeting. All issues to be voted upon shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 3.01. The Board is responsible for overall policy and direction of the Association and delegates responsibility of day-to-day operations to the officers and committees. The Board may exercise all the power and authority granted to the Association by law. The Board shall have up to seven (7), but not fewer than five (5) members. The Board receives no compensation, nor shall any Board member have any right, title or interest in or to any property of the Association.

Section 3.02. Term. With the exception of the initial Trustees, each Trustee shall serve a term of three years. Each year two of the Trustees shall be replaced by two newly elected Trustees. At such time as there remains a single Trustee yet to alternate off of the Board, he/she will be replaced by a newly elected single Trustee. Trustees are eligible for re-election for unlimited consecutive terms. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall call for the nomination and election of a replacement Trustee by a majority vote of a membership at the next general membership meeting. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

Section 3.03. Trustee Elections. Trustees shall be elected or re-elected by the members at the annual membership meeting, by a simple majority of members present at the annual meeting. Any member may nominate a candidate for Trustee. However, the nominee’s agreement to serve must be established prior to nomination.

Section 3.04. Meetings and Notice. The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board member be notified of a quarterly meeting at least two weeks in advance. Special meetings of the Board of Trustees may be called at the request of the President or any two Trustees. Notice of special meetings shall be given not less than forty-eight hours before such meeting. Time and place for such special meetings shall be determined by the person calling the meeting.

Section 3.05. Quorum. A quorum must be attended by at least sixty percent (60%) of the Board members for business transactions to take place and motions to pass.

Section 4.01. Officers and Duties. The officers of the Association shall be a President, Vice-President, Secretary and Treasurer, and such other officers as the Board of Trustees may designate.

Section 4.02. Election and Term of Office. The officers shall be elected or re-elected by the members at the annual membership meeting, by a simple majority of members present. The term of any officer shall be one (1) year. Officers are eligible for re-election. Any member may nominate a candidate for an office. However, the nominee’s agreement to serve must be established prior to nomination. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall call for the nomination and election of a replacement officer by a majority vote of the membership at the next general membership meeting. An officer elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

The President shall organize the agenda for and convene regularly scheduled membership meetings, and shall preside or arrange for the Vice President, in his/her absence, to preside at such meetings. The President shall perform the duties of that office, subject to the control of the Board of Trustees and shall perform such other duties as on occasion shall be assigned by the Board of Trustees.

The Vice-President shall, in the absence or disability of the President, assume all of the powers and duties of the President, and shall perform other such duties as on occasion shall be assigned by the President and/or Board of Trustees.

The Secretary shall keep a book of minutes in a manner and place ordered by the Board of Trustees, of all meetings of the Association, ensuring that the corporate records are maintained. The Secretary shall also keep a register of the members and Trustees and their addresses. The Secretary shall attend to the correspondence on behalf of the Association and shall keep a file thereof.

The Treasurer shall make a report on the status of the Association’s finances at each membership meeting, shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to the Trustees. The Treasurer shall deposit all moneys in the name and to the credit of the Association with such depositories as may be designated by the Board of Trustees and disburse such funds as may be ordered by the Board of Trustees. The Treasurer shall render the Board of Trustees, when requested, an account of all transactions as Treasurer and of the financial condition of the

Association, and shall file an annual report of the previous calendar year on or before the March Trustees’ meeting of each year. In the absence of the President and Vice President, the Treasurer shall perform the duties of the President and have the powers of and be subject to all restrictions upon the officer for whom he/she is acting. The Board of Trustees may require the Treasurer to be bonded in such an amount as may be determined by the Board.

Every member of the Board of Trustees and officers of the Association shall be indemnified by the Association against all reasonable cost, expenses and liabilities, including counsel fees reasonably incurred or imposed upon such members of the Board and officer in connection with any threatened, pending of completed claim, action, suit, proceeding, investigation or inquiry to which he/she may become involved by reason of his/her being or having been a member of the Board or officer, or any settlement thereof, unless adjudged there to be liable for negligence or misconduct in the performance of his/her duties as a Trustee or officer. The foregoing right to indemnification shall be in addition to and not in limitation to all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal

representatives of such person.

The Board may create committees as it may from time to time deem necessary. Individuals may be named as committee members who are not members of the Board of Trustees or officers.

Section 5.1 Contracts. The Board of Trustees may authorize any two or more officers of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, which authority may be general or may be restricted to any specific instance. No obligation undertaken by any officer or committee of the Association, not in conformance herewith, shall be binding upon the Association unless subsequently ratified by the Board of Trustees.

Section 5.2. Checks. The Treasurer shall pay incidental bills pursuant to the business of the Association, not to exceed $100.00. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association in excess of $100.00 shall be signed by the Treasurer and one member of the Board of Trustees.

Section 5.3. Deposits and Accounts. All funds of the Association, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks or other depositories as the Board of Trustees may select, or as may be selected by any other officer or agent of the Association to whom such power may be delegated by the Board.

Section 5.4. Investments. The Board of Trustees, or any officer or agent so authorized by the Board of Trustees, shall have authority to invest and reinvest any funds of the Association in such manner and in such real or personal property or securities as may be approved by such officer or agent, and to change investments thereof from time to time as may be deemed expedient.

Section 5.5. Gifts. The Board of Trustees may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Association, consistent with those purposes and limitations set forth in the Articles of Incorporation.

Section 5.6. Fiscal Year. The fiscal year of the Association shall begin on the 1^st day of January and end on the last day of December in each year.

Section 5.7. Books and Records. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members and of the Board of Trustees, and shall keep at the principal office a record giving names and addresses of the members of the Association and Board of Trustees. There shall be an annual review of the financial records of the Association.

Section 5.8. Dissolution. Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

These Bylaws may be amended by the affirmative vote of a majority of those members present at any meeting of the general membership duly called, provided that notice of the meeting is given in a manner consistent with previous regular meetings of the Association.

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