By-Laws

Elk Ridge Community Association, Inc.,
An Idaho Nonprofit Corporation

Dated: November 12, 2009

ARTICLE I

Name and Location. The name of the corporation is ELK RIDGE COMMUNITY ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 3011 Swan Valley Highway, Swan Valley, Idaho, 83449, but meetings of members and directors may be held at such places within the County of Bonneville, State of Idaho, or outside the State of Idaho, as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1. “Elk Ridge” means the residential community known as “Elk Ridge” on the plat or plats that are recorded among the Public Records of Bonneville County, Idaho, and being generally located in the area of Swan Valley, Idaho, on the area historically referred to as the Palisades Bench.

Section 2. “Lot” means one of the certain lots as depicted on the plat or plats of the Elk Ridge residential community property.

Section 3. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any lot, and shall also include contract purchasers, but shall exclude those having such interest merely as security for the performance of any obligation.

Section 4. “Member” means and refers to any person or entity who holds a membership in the Association by reason of purchasing or owning a lot.

Section 5. “Declarant” and “Developer” shall both mean and refer to Cerberus, LLC, its successors and assigns.

ARTICLE III

MEMBERSHIP

Every Owner of a Lot which is subject to assessment, as set forth in Article VIII herein, shall be a Member of the Association. Membership shall be appurtenant to each Lot and may not be separated from the interest of an Owner of such Lot. Ownership of such interest shall be the sole qualification for membership.

ARTICLE IV

VOTING RIGHTS

Section 1. One Class of Voting Membership. The Association shall have one class of voting membership. Members shall be entitled to one vote for each Lot in which they hold the interest required for membership in Article III. When more than one person holds such an interest in any Lot all such persons shall be Members, however the vote for such lot shall be exercised as they among themselves determine. Fractional votes shall not be allowed. In no event shall the Owner or Owners of one Lot, with respect to any one Association matter or issue, cast more than one vote.

Section 2. Association Owned Lots, Voting Rights. Voting rights for Lots that ownership of is acquired by the Association through default of liens, purchase through sales for nonpayment of taxes, or by any other means, shall be vested in the Board of Directors. The Board, in its discretion, may direct the Secretary to vote or may decline to vote such lots. If such Lots are resold, the Owner shall qualify for membership under the provisions of Article III and voting rights under provisions of Article IV.

ARTICLE IV

MEETINGS OF MEMBERS

Section 1. Place of Meetings. All meetings of members shall be held at the principal office of the Association, or such other place as may be fixed from time to time by resolution of the Board of Directors.

Section 2. Annual and Organizational Meetings. The annual meeting of Members of the Association shall be held on the 4th Saturday of June of each year at 10:00 a.m. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of Members shall be held at the same time and place on the next succeeding Saturday.

Section 3. Special Meetings. Special meetings of Members for any purpose may be called at any time by the Chairman of the Board of Directors, or by any two or more members of the Board, or by one or more members holding not less than twenty five percent (25%) of the voting rights of members of the Association.

Section 4. Notices of Meetings. Written notice of meetings of Members, annual or special, shall be given to each Member entitled to vote, either personally, by sending a copy of the notice through the mail, postage prepaid, to his address appearing on the books of the Association supplied by him to the Association for the purpose of notice or written notice may be by electronic transmission to an email address provided by the Member for purposes of notice. All such notices shall be sent to each Member entitled thereto not less than fifteen (15) days before each meeting, and shall specify the place, the day and the hour of such meeting, and in case of special meetings, the general nature of the business to be transacted.

When any meeting of Members, either annual or special, is adjourned for thirty (30) days or more, notice of the time and place of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjourned or of the business to be transacted at an adjourned meeting, other than by announcement thereof at the meeting at which such adjournment is taken.

Section 5. Quorum. The presence in person or by proxy of five percent (5%) of all Members authorized to vote shall be requisite and shall constitute a quorum for the transaction of all business at any annual or special meeting unless otherwise provided in the By-laws. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal or departure of certain Members, leaving less than a quorum present. Except as otherwise set forth herein, a majority of the voting power of those present or by proxy shall prevail at all such meetings.

Section 6. Proxies. Every Member entitled to vote shall have the right to do so either in person, or by an agent or agents authorized by a written proxy executed by such Member or his duly authorized agent and filed with the Secretary of the Association no later than ten ( I 0) days prior to the date of the meeting; provided that no such proxy shall be valid after the expiration of eleven ( 11) months from the date of its execution.

Section 7. Conduct of Meetings. All Meetings of Members shall be conducted according to Robert’s Rules of Order Newly Revised, as may be amended, and the official parliamentarian to administer, interpret and enforce the same shall be the Chairman of the Association Board of Directors or such other officer of the corporation who is duly designated to act in the Chairman’s absence. In those instances where Robert’s Rules of Order conflict with the By-laws or the By-laws provide a different procedure, the By-laws shall govern and prevail.

ARTICLE VI

DIRECTORS

Section 1. Powers. Subject to limitations of the Articles of Incorporation, or these By-laws, and of the Idaho Nonprofit Corporation Act as to action to be authorized or approved by the Members, and subject to the duties of the Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by the Board of Directors. Without prejudice to such general powers the Directors are vested with and shall have the following powers:

(a) To select, appoint and remove all officers, agents and employees of the Association, to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation and/or these By-laws, to fix their compensation and to require from them security for faithful service when deemed advisable by the Board.

(b) To conduct, manage and control the affairs and business of the Association, and to make and enforce such rules and regulations therefore consistent with law, with the Articles of Incorporation and/or these By-laws, as the Board of Directors may deem necessary or advisable.

(c) To change the principal office of the Association location to another; to designate any place for the holding of any annual or special meeting or meetings of members; to adopt and use a corporate seal, and to prescribe the form of certificate of membership, if any.

(d) To borrow money and to incur indebtedness for t_he purposes of the Association, and to cause to be executed and delivered therefore, in the Association’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges or evidence of debt and security therefore.

(e) To fix and levy from time to time dues and assessments upon the members of the Association; to determine and fix the due date for the payment of such dues and assessments, and the date upon which the same shall become delinquent; provided, however, that such dues and assessments shall be fixed and levied only to provide for the payment of the expenses of the Association and of taxes and assessments upon real or personal property owned, controlled or occupied by the Association, or for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvements or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the purposes of the Association for the general benefit and welfare of its members, and the Board of Directors is hereby authorized to incur any and all such expenditures for any of the foregoing purposes and to provide adequate reserves as it shall deem to be necessary or advisable in the interest of the Association or welfare of its members. The Board of Directors shall have the power to determine a reasonable method of assessing each member for his prorated share of dues and assessments. Should any member fail to pay such dues and assessments before delinquency, the Board of Directors may not admit the delinquent person to membership in the Association; and is authorized to enforce the payment of such delinquent dues and assessments as provided in these by-laws.

(t) To fix and levy from time to time fees to be paid upon admission to Membership and fees to be paid upon transfer of Membership. Until such admission fee shall be paid and transfer fee shall be paid, any transfer of Membership shall not be effective.

(g) To amend and enforce the provisions of the Declaration of Protective Covenants, Restrictions and Easement for Elk Ridge.

(h) To contract for and pay fire, casualty, liability, and other insurance if deemed advisable.

(i) To contract for and pay maintenance, materials and supplies, and services relating to maintenance of the common roads and other common areas of the Association. To employ personnel necessary for the operation of the Association and its Board, including legal and accounting services. To contract for and pay for improvements and facilities.

(j) To delegate its powers according to law and as provided in these By-laws.

Section 2. Number and Qualifications of Directors. The Board of Directors shall consist of the number of Directors named in the Articles of Incorporation (5) until changed by amendment of the Articles, or by amendment to this Section 2 of these Bylaws, by a majority of the Members entitled to vote; but in no event shall there be less than three (3) Directors. All Directors shall be voting members in good standing of the Association.

Section 3. Initial Appointment and Term of Office. The initial Board of Directors was appointed by the Declarant at the time of filing the Articles of Incorporation for Elk Ridge Community Association, Inc. The Directors so appointed shall serve until the Elections for the Board of Directors are held at the initial annual meeting of the Association Members in June 2010. With the appointment of the initial Board of Directors, the Declarant has relinquished its right to appoint future Directors to the Association Board.

Section 4. Election and Term of Office. Elections for Directors shall be held at the Annual Meeting of Association members. Nominations for Directors may be made by petition by any two (2) or more members, signed by them at any time prior to thirty (30) days before the day of the Annual Meeting, and such nominations shall be placed upon the ballot. The Secretary shall deliver with the notice of the meeting the names of the candidates for Directors that have been nominated up to the time of delivering such notice

All elections shall be by the total membership represented in person or by proxy of the Members in attendance at the meeting in which the respective nominees are elected. The nominees receiving the highest total numbers of votes shall be elected to open vacancies. (Example: There are two Board vacancies that the Members are voting on at a given annual meeting. The two nominees receiving the highest number of total votes shall be elected to the vacancies.)

Each Member is entitled to one vote for each Board of Director vacancy.

Commencing with the initial Annual Meeting and Election of the Board of Directors in 2010, the terms of office for the three (3) elected nominees receiving the highest number of votes shall be for three years. The terms of the (2) elected nominees receiving the fourth and fifth highest number of votes shall be two years. There after each Director term shall be for three years.

Section 5. Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, and each Director so elected shall hold office for the remainder of term of the vacant seat. A vacancy or vacancies shall be deemed to exist in cases of the death, resignation or removal of any Director. If any Director tenders their resignation to the Board of Directors, the Board shall have power to appoint a successor to take office at such time as the resignation shall become effective.

The Members may, at any time, elect to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the Bylaws is voted authorizing an increase in the number of Directors.

Section 6. Place of Meetings. Meetings of the Board of Directors shall be held at any place or places designated at any time by resolution of the Board or by written consent of a majority of the Members of the Board.

Section 7. Organizational Meeting. Immediately following each Annual Meeting of Members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, review of the minutes of the Annual Meeting, appointment of standing committees, chairmen and the transaction of other business, and shall notify all members of all such actions. Notice of such meeting is hereby dispensed with.

Section 8. Other Regular Meetings. Other regular meetings of the Board of Directors may be held without call at such place and day and hour as may be fixed from time to time by resolution of the Board of Directors; provided, should said day fall upon a legal holiday, then the meeting which otherwise would be held on said day shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with.

Section 9. Special Meetings – Notices. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman, or if he is unable or refuses to act, by the Vice Chairman, or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to the Directors or sent to each Director by letter or email, postage or charges prepaid, addressed to him at his address as it is shown upon the records of the Association. In case such notice is mailed, it shall be deposited in the United States Mail at or near the place in which the principal office of the Association is located at least four (4) days prior to the time of the holding of the meeting. Such mailing or emailing as provided herein shall be due, legal and personal notice to each Director.

Section 10. Notice of Adjournment. Notice of adjournment of any Directors’ meeting, either regular or special, need not be given to absent Directors if the time and place are fixed at the meeting adjournment.

Section 11. Waiver of Notice. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of the Association or made a part of the minutes of the meeting.

Section 12. Quorum. A majority of the number of Directors as fixed by the Articles of Incorporation shall be necessary to constitute a quorum for the transaction of business except to adjourn as hereinafter provided. Every act or decision made or done by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

Section 13. Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour: provided, however, that in the absence of a quorum, a majority of Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 14. Consent of Board Obviating Necessity of Meeting. Anything contained herein to the contrary notwithstanding any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the Minutes of the proceeding meeting of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 15. Fees and Compensation. No Director shall receive any salary for his services as such Director. Nothing herein contained shall be construed to preclude any Director from serving the Association as agent, counsel, or in any capacity other than as such Director and receiving compensation therefore.

Section 16. Conduct of Meetings. All Board meetings shall be conducted according to Robert’s Rules of Order Newly Revised, as may be amended, and the official parliamentarian to administer, interpret and enforce the same shall be the Chairman of the Board of Directors or such other officer of the corporation who is duly designated to act in the Chairman’s absence. In those instances where Robert’s Rules of Order conflict with these Bylaws or these Bylaws provide a different procedure, these Bylaws shall govern and prevail.

ARTICLE VII

OFFICERS AND COMMITTEES

Section 1. Officers. The Officers shall be a Chairman, a Vice Chairman, a Secretary, and a Treasurer, which officers shall be elected by and hold office at the pleasure of the Board of Directors. Each of the officers shall be a member of the Board of Directors. Any two or more of such offices, except those of Chairman and Secretary, may be held by the same person.

Section 2. Election. The officers of the Association, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor shall be elected and qualified.

Section 3. Subordinate Agents. The Board of Directors may appoint and engage under personal service contracts such other agents as the business of the Association may require. Such agents may not be members of the Board of Directors.

Section 4. Removal and Resignation. Any officer may be removed, either with or without cause, by the vote of a majority of all of the Directors then in office at any regular or special meeting of the Board at which a quorum is present.

Any officer may resign at any time by giving written notice to the Board of Directors, to the Chairman, or to the Secretary of the Association. Any such resignation shall take effect as of the date of the 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 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-laws for regular appointments to such office.

Section 6. Chairman. The Chairman shall be the Presiding Officer of the Board of Directors, and as such shall preside over all meetings of the Board and the Association. The Chairman, subject to the Board of Directors, shall have the general powers and duties usually vested in the office of the chairman of a corporation, and such other powers and duties as may be prescribed by the Board of Directors and these By-laws.

Section 7. Vice Chairman. In the absence or disability of the Chairman, the Vice Chairman shall perform all duties of the Chairman, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the office of Chairman. The Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board of Directors and these By-laws.

Section 8. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and members, with the time and place of the holding of the same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Director’s meetings, the number of memberships present or represented at members’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office a membership register showing the following: (I) the names and addresses of all members of the Board of Directors; (2) the names of the Members and their addresses; (3) the property to which each Membership relates; (4) the number and dates of membership certificates issued, if any; and (5) the number and date of cancellation of membership certificates, if any.

Section 9. Treasurer. The Treasurer shall keep and maintain, or cause to be maintained and kept, adequate and correct accounts of the properties and business transactions of the Association. The books of account shall, at all reasonable times, be open to inspection by any Director or by any member.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Association as may be order by the Board of Directors, shall render to the Chairman and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-laws. The Treasurer shall present an annual proposed budget to the Board.

Section 10. Standing Committees. To advise and recommend to the Board of Directors, the Chairman shall, immediately after each Annual Meeting, appoint the following standing committees. Each committee shall consist of three (3) or more members in good standing of the Association, to have cognizance and jurisdiction of all matters relating to the assigned areas of responsibility of the committee. The committees shall meet at the call of their respective chairmen.

(a) Design Review Committee. Shall administer the functions of the committee as set forth in Article II of the Declaration of Protective Covenant, Restrictions and Easement for Elk Ridge dated June 10, 1999.

ARTICLE VIII

COVENANTS FOR DUES AND ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Dues and Assessments. Each Owner or Purchaser of any Lot located in Elk Ridge is deemed to covenant and agree to pay to the Association, (I) annual dues or charges, and (2) special assessments for capital improvements; such assessments to be fixed, established and collected from time to time as hereinafter provided. Each such dues and assessments, together with such interest, costs and reasonable attorney’s fees shall also be the personal obligation of the person who was the Owner or Purchaser of such property at the time when the assessment fell due.

Section 2. Purpose of Dues and Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting and maintaining the common health, safety and welfare of the residents of Elk Ridge.

Section 3. Annual Dues. After consideration of current. maintenance and administrative costs and future needs of the Association, the Board of Directors shall fix the annual dues at an amount necessary to meet the needs of the Association.

Section 4. Assessments. In addition to the annual dues authorized above, the Association may levy in any year a special assessment for the purpose of defraying, in whole or in part, the costs of any construction or reconstruction, unexpected repair or replacement of a capital improvement, including the necessary fixtures and personal property related thereto, and any other unanticipated expense incurred by the Association for the for the general benefit and welfare of its members; provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of the Members present or by proxy at a meeting called for this purpose, written notice of which shall be sent to all Members not less than thirty (30) days, nor more than sixty (60) days in advance of the meeting setting forth the purpose of the meeting.

Section 5. Quorum for Any Action Authorized Under Section 4. At any meeting called, as provided in Section 4 hereof, the presence at the meeting of Members or proxies entitled to cast fifty percent (50%) of all the votes of the 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 in Section 4, except that the required quorum at any such subsequent meeting shall be one-half ( l /2) of the required quorum at the preceding meeting.

Section 6. Uniform Rate of Assessment. Both annual dues and special assessments shall be fixed at a uniform rate for all lots and shall be collected on an annual basis.

Section 7. Date of Commencement of Annual Dues and Assessment Period, Due Dates and Fiscal Year. The annual dues and assessment period shall be from January l through December 31 and the Association will operate on a fiscal year basis which shall be from January 1 through December 31. The Board of Directors shall fix the annual dues and assessments against each lot in advance of each annual dues and assessment period. Written notice of the annual dues and assessments and the amount due will be sent to every Owner subject thereto. The due date for the payment of the annual dues and assessments shall be no later than March 1 of the period. Dues and assessments will be declared delinquent after the due date. Non-payment within thirty (30) days after the due date will be subject to remedies of the Association provided in these by-laws and Idaho law.

All dues and assessments delinquencies, excluding interest and collection fees, must be removed by June 15, for a valid vote to be cast at the annual meeting, or fifteen (15) days before any special meeting held after the annual meeting.

For new purchasers, the amount of annual dues and assessments for the current period shall be prorated in accordance with the number of months remaining from the date of purchase to the end of the dues and assessments period.

The Association shall, upon demand at anytime, during normal business hours, and on a need-to-know basis, furnish a certificate in writing, signed by an officer of the Association or duly authorized agent, setting forth whether the dues and assessments on specific lots have been paid. A reasonable charge may be made by the Board for issuance of these certificates. Such certificates shall be conclusive evidence of payment of any dues and assessments therein stated to have been paid.

Section 8. Effect of Non-Payment of Assessments: Remedies of the Association. Any assessments which are not paid within thirty (30) days after the due date shall bear interest from the date of delinquency at the rate of ten percent ( 10%) per annum, and the Association may bring legal action against the Owner personally obligated to pay the same or foreclose the lien against the Lot for which the dues and/or assessment is past due. Interest costs and reasonable attorney’s fees of any such action shall be added to the amount of owed when such action is required. Any such foreclosure will be by appropriate action in Court, or in the manner provided for foreclosure as set forth in the laws of the State of Idaho, as the same may be amended. In the event the foreclosure is in the manner provided by law for foreclosure under power of sale, the Association shall be entitled to actual expenses and such fees as may be allowed by law. No Owner may waive or otherwise escape liability for the dues and assessments provided herein by
abandonment of a lot.

Section 9. Exempt Property. The following property subject to these By-laws shall be exempt from the assessments created therein:

(a) All properties dedicated to and accepted by a local public authority;

(b) Properties held by the Association.

Section 10. Priority of Assessment Liens. The lien of any assessment that the Association shall have on any of the Lots subject to Association membership shall be subordinate to the lien of any First Mortgage which has been authorized and guaranteed by the Federal Housing Administration, Veteran’s Administration or any Affiliate thereof.

ARTICLE IX

AMENDMENTS

Section 1. Powers of Members. The By-laws of this Association may be adopted, amended, or repealed at a meeting duly called for said purpose by an affirmative vote of at least two thirds (2/3) majority of the voting powers of those present or by proxy. The presence in person or by proxy of fifty percent (50) of all members authorized to vote shall constitute a quorum for the purpose of amending or repealing the Bylaws. Any proposed amendment or repeal as provided above shall be submitted in writing to each member of the Association thirty (30) days in advance of said meeting.

Section 2. Powers of Directors. Subject to the right of the members to adopt, amend or repeal these By-laws, as provided in Section I, the Board of Directors may adopt, amend, or repeal any of these By-laws other than a By-law or amendment thereof changing the authorized number of Directors.

Section 3. Record of Amendments. Whenever an amendment or new By-law is adopted, it shall be placed in the book of By-laws in the appropriate place. Any By-law so adopted shall be effective upon adjournment of the meeting at which it is adopted. If any By-law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written assent was filed, shall be stated in said book.

ARTICLE X

MISCELLANEOUS

Section 1. Record Date and Closing Membership Register. The Board of Directors may fix a time, in the future, not exceeding fifteen ( 15) days preceding the date of any annual or special meeting of members, as a record date for the determination of the members entitled to notice of and to vote at any such meeting, and in such case only members of record on the date, so fixed shall be entitled to notice of and to vote at such meetings, notwithstanding any transfer of any membership on the books of the Association after any record date so fixed. For the purpose of determining such record date, the Board of Directors may close the books of the Association against transfer of membership during the whole, or any part, of such period.

Section 2. Inspection of Corporate Records. The Membership Register, the Book of Account, and Minutes of Meeting of Members and Directors’ Meeting shall be open to the inspection of the Directors and Members at reasonable time and place.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by such officer or officers and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 4. Contracts, etc. How Executed. The Board of Directors, except as in these By-laws otherwise provided, may authorize any officer or officers, agent or agent, to enter into any contract or execute any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 5. Annual Report. The Board of Directors shall cause a copy of an annual report to be sent to each member of the Association not later than one hundred twenty (120) days subsequent to the close of the fiscal or calendar year of the Association.

Section 6. Inspection of By-laws. The Association shall keep in its principal office for the transaction of business the original or a copy of the By-laws as amended, certified by the Secretary, which shall be open for inspection by all members’ at all reasonable times.

Section 7. Singular Includes Plural. Wherever the context of these By-laws requires same, the singular shall include the plural and the masculine include the feminine.

Section 8. Conflict of Interest, Nepotism. No member of the Board of Directors or Officers or member of any committee of the Association shall directly or indirectly benefit financially from or possess an interest in any contract or transaction relating to the property, facilities, or operation of the Association, or the furnishing of supplies, equipment or services to the Association unless specifically authorized by the Board of Directors.

No family members of any member of the Board of Directors or Officers or member of any committee of the Association shall be directly or indirectly employed by the Association without specific approval of the Board of Directors.

Section 9. Indemnification. Any person made a party to any action, suit or proceeding by reason of being a member of the Board of Directors, Corporate Officer or member of any committee of the Association, shall be indemnified by the Association against all reasonable expenses, including attorney’s fees, actually and necessarily incurred in connection with the defense of such action, suit or proceeding, or in connection with any appeal there from, except in relation to matters as to which such Officer, Board or Committee member is liable for negligence or misconduct in the performance of any delegated responsibility or designated duty.

Section 10. Idaho State Law. These By-laws are applicable and enforceable so long as consistent with the laws of the State of Idaho and The Articles of Incorporation. These By-laws in no way limit the power of authority of the Association or the Board of Directors under Idaho State Code § 30-3-1 et. seq. (Idaho Nonprofit Corporation Act ) or any other provision of the laws of the State of Idaho.