DISCLAIMER

The copies of the Declaration of Covenants, Conditions, and Restrictions of Piney Creek Maintenance Association, Inc., the Declaration of Covenants, Conditions, and Restrictions of Piney Creek Recreational Association, Inc., and the Protective Covenants for each neighborhood filing within Piney Creek are provided for convenience only. No reliance should be placed on the reprint of these documents on this Internet site. The actual recorded documents can be found at the office of the Clerk & Recorder for Arapahoe County located at 5334 S. Prince St., Littleton, CO 80120.

BYLAWS

OF

PINEY CREEK RECREATIONAL ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

The name of the corporation is PINEY CREEK RECREATIONAL ASSOCIATION, INC., hereinafter referred to as the "Master Association." The principal office of the corporation shall be located at 3600 South Yosemite, Suite 750, Denver, Colorado 80237, but meetings of members and directors may be held at such places within the Denver metropolitan area, State of Colorado as may be designated by the Board of Directors.

ARTICLE II

OBJECT

(Plan of Ownership)

1. The Piney Creek Recreational Association, Inc., shall be a nonprofit corporation.

2. The purpose for which this nonprofit Association is formed is to govern the property which has been or will be submitted to the provisions of the Declaration of Covenants, Conditions and Restrictions of Piney Creek Recreational Association, Inc. (hereinafter referred to as the "Declaration") recorded or to be recorded in the Arapahoe County, Colorado land records. The definitions set forth in the Declaration shall also be applicable to these Bylaws.

3. All present or future Owners, tenants, future tenants or any other persons who might use in any manner the improvements upon the Property are subject to the regulations set forth in these Bylaws. The mere acquisition or rental of any of the Lots or the mere act of occupancy of any of said Lots will signify that these Bylaws are accepted, ratified and will be complied with.

ARTICLE III

MEETINGS OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held in the same month of each year as the month in which the first annual meeting was held, the specific date, time and location thereof to be designated by the Board of Directors from time to time.

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 (¼) of the votes of the Class A membership.

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 15 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 purposes 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 the Members entitled to cast, or of proxies entitled to cast one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. 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 represented. Unless otherwise specifically provided by the Declaration, the Articles of Incorporation, these Bylaws or by statute, all matters coming before a meeting of Members at which a proper quorum is in attendance, in person and/or by proxy, shall be decided by the vote of a majority of the votes validly cast at such meeting.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

Section 6. Mortgages. All First Mortgagees of Lots shall have the right to designate a representative to attend all meetings of Members.

ARTICLE IV

BOARD OF DIRECTORS—SELECTION—TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a board of five (5) directors. Directors shall be Members which, in the case of Declarant, shall include its venturers and their officers, directors and employees and in the case of corporate Members shall include the officers and directors of each such corporate Member.

Section 2. Term of Office. At the first annual meeting of the Association, the Members shall elect two directors for terms of one year, two directors for terms of two years, and one director for a term of three years, and at each annual meeting thereafter the Members shall elect the same number of directors as there are directors whose terms are expiring at the time of each election, for terms of three years. At the first annual meeting of the Association, the candidate for the Board of Directors who receives the largest number of votes shall be elected for a three-year term, the two candidates who receive the next largest numbers of votes shall be elected for two-year terms, and the two candidates who receive the next largest numbers of votes shall be elected for one-year terms.

Section 3. Removal. Any director may be removed from the Board of Directors, with or without cause, by a majority vote of each class of Members, provided that, so long as there is a Class B membership, Declarant may remove and replace any director who is serving in such capacity as a result of being an officer, director or employee of the Declarant's Venturers. In the event of death, resignation or removal of a director, except removal by Declarant, as aforesaid, his successors shall be selected by the remaining members of the Board of Directors, whether or not such remaining member(s) constitute a quorum, and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may 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 all 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 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 of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

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 without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

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, after not less than three (3) days' notice to each director.

Section 3. Quorum. A majority of the number 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 of the board of Directors 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 power to:

(a) adopt and publish rules and regulations governing the use of the Recreational Property and facilities thereon and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and the right to use recreational facilities with the Recreational Property of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended for a period not to exceed 60 days, for infraction of published rules and regulations of the Association;

(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 Bylaws, the Articles of Incorporation or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) regular meetings of the Board of Directors during any one year period; and

(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and prescribe their duties, provided that any agreement for professional management of the Association's business must provide for termination by either party with or without cause and without payment of a termination fee upon thirty (30) days' prior written notice, and shall have a maximum term of one (1) year. Further, each and every management contract made between the Association and a manager or managing agent during the period when the Declarant or other developer controls the Association shall terminate absolutely, in any event, not later than thirty (30) days after the termination of the Class B membership pursuant to the terms of the Declaration. All such management contracts entered into by the Master Association with a manager or managing agent during the period of control by the Declarant or other developer shall be subject to review and approval by the Federal Housing Administration of the U.S. Department of Housing and Urban Development or the Veterans Administration. The provisions of this paragraph shall be contained, verbatim, in each and every such management contract.

(f) enter into contracts, licenses or leases other than pursuant to subsection (e) above, provided that any such contracts, licenses or leases entered into by the Association while there is a Class B membership shall provide for termination by either party thereto, with or without cause and without payment of a termination fee, at any time after termination of the Class B membership, upon not more than ninety (90) days' prior written notice; provided, further, however, that any contract entered into at any time by the Association providing for services of the Declarant shall provide for termination at any time by either party thereto without cause and without payment of a termination fee upon ninety (90) days' prior written notice. Notwithstanding anything to the contrary contained in this subsection (f), the Association may enter into contracts, licenses and leases in violation of this subsection (f), upon a waiver of any requirements contained herein by the Veterans Administration, Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association.

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 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 (¼) of the Class A Members, who are entitled to vote thereat;

(b) supervise all officers, agents, and employees of this Association, and 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) foreclose the lien against any Lot for which assessments are not paid within ninety (90) days after the due date, or bring an action at law against the Owner(s) personally obligated to pay the same;

(d) issue, or cause an appropriate officer or authorized agent 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 of Directors for the issuance of these certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain insurance, as more fully provided in the Declaration;

(f) cause the Recreational Property to be maintained; and

(g) notify in writing the First Mortgagee of any Lot or Condominium Unit, upon written request, when the Owner thereof is in default in the payment of any assessment, or otherwise in default of any obligation under the Declaration, Articles of Incorporation, or these Bylaws and the Board of Directors has actual knowledge of such default, and said default has not been cured within sixty (60) days.

IN WITNESS WHEREOF, we, being all of the directors of PINEY CREEK RECREATIONAL ASSOCIATION, INC., have hereunto set our hands this 3rd day of October, 1983.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 3rd day of October, 1983.

[SEAL]

The Piney Creek Web Site is owned and maintained by the Piney Creek Maintenance and Recreational Associations. This Internet site is for informational purposes only. Piney Creek Maintenance Association and Piney Creek Recreational Association make every effort to provide current and accurate information on this Internet site. No warranties, expressed or implied, are provided for the accuracy or completeness of the data herein, or for its interpretation.