Bylaws of the South Mountain Homeowners Association

ARTICLE 1 - OFFICES OF THE CORPORATION

1.1 Principal Office. The principal office of the Corporation shall be located at such address as may be designated by the Board of Trustees (the "Board ") from time to time. The Corporation may have such other offices, within the State of Utah, as the Board may designate or as the affairs of the Corporation may require from time to time.

1.2 Registered Office. The registered office of the Corporation may be, but need not be the same as the principal office of the Corporation if in the State of Utah, and the address of the registered office may be changed from time to time by the Board.

ARTICLE 2 - MEMBERS

2.1 Members. The Corporation shall have one class of members. All record owners of residential lots located in the South Mountain Project shall be eligible to be a member (a "Member"); provided, however, that if any residential lot is owned by more than one person, only one of such persons shall be entitled to be a Member. Any record owner desiring to be a Member shall execute and sign a Membership Agreement in such form as approved by the Board pursuant to which such Member shall agree to: (i) become a Member; (ii) be subject to, bound by and abide by the provisions of these Bylaws, the Articles and the actions of the Board pursuant to the powers granted hereby; (iii) pay the dues and assessments authorized by the Board from time to time in accordance with these Bylaws.

2.2 No Shareholders. The Corporation shall have no capital stock and no share holders.

2.3 Certificate of Membership. Membership cards may be issued to the Members in such form as the Board may direct. The Board, however, may elect not to issue such cards. Such cards, if issued, shall bear the signature of the President and be countersigned by the Secretary, and shall express on the face thereof set forth the name of the Member, lot identification, date of issuance and Member identification number, if any.

2.4 Good Standing. A Member shall be regarded as being in good standing, and entitled to vote, if the balance of such Member's dues and assessments by the Corporation is current and not outstanding more than one (1) month.

2.5 Dues/ Assessments. The dues for each Member shall be established from time to time by the Board based on the anticipated operating expenses of the Corporation. The Board may also from time to time make special assessments. In the event the Board desires to set the annual dues in excess of $75, or if it elects to make an assessment, that, together with the annual dues would exceed $75 in any year, it must submit such proposed increase to the Members for their approval in accordance with the provision set forth in Article III. The Board may require dues to be paid monthly, quarterly or annually.

2.6 No Transfers. Membership in the Corporation may not be transferred.

2.7 Termination. A Member's membership in the Corporation shall automatically terminate upon the Member's sale of the residential lot owned by the Member. The membership of a Member may also be terminated by action of the Board if (i) the Member has failed to pay any annual dues or assessments, the amount remains outstanding for more than six months, and the Member fails to pay in full all such outstanding dues and assessments within 10 days of receipt of written notice from the Board of its intent to terminate membership if the dues and assessments are not paid within 10 days, or (ii) the Member repeatedly fails to abide by these Bylaws and/or any rules adopted for the conduct of meetings of the Members and fails to correct such failure after notice from the Board.

ARTICLE 3 - MEETINGS OF MEMBERS

3.1 Annual Member Meeting. The annual business meeting of the Members ("Annual Member Meeting") shall be held on such date and at such time and place, either within or outside of the State of Utah, as specified by the Board, for the purpose of electing Trustees and transacting any business that may come before the Members. The Board shall adopt rules for the meetings of members in order to ensure to maintain order and to expedite the conduct of business at such meetings. A member who fails to abide by such rules may be requested to leave the meeting.
3.2 Order of Business. Unless otherwise provided by resolution of the Board, the order of business at the Annual Member Meeting shall be as follows:

  1. Roll call.
  2. Proof of notice of meeting or waiver of notice.
  3. Reading of minutes of preceding meeting.
  4. Reports of Board.
  5. Reports of standing committees as requested.
  6. Reports of special committees as requested.
  7. Election of new Trustees.
  8. Unfinished business.
  9. New business.
  10. Adjournment.

    3.3 Special Member Meetings. Special business meetings of the Members (" Special Member Meeting") may be called by or at the request of the Board or by Members representing 1/3 or more of the total Members. The date, time, and place, either within or outside the State of Utah, for holding any Special Member Meeting shall be fixed by the President or Secretary. In the event of a meeting called by the Members, the President or Secretary shall fix the date of the meeting within 30 days of receipt of notice from the requisite number of Members calling such meeting.

    3.4 Notice. Notice of each Annual Member Meeting or Special Member Meeting stating the date, time and place of the meeting shall be given to each Member at the last known residential address of each such Member as shown by the books of the Corporation at least ten (10) days prior thereto by the mailing of written notice by first class, certified or registered mail, or by personal delivery of written notice (the method of notice need not be the same as to each Member). If mailed, such notice shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid. Any Member may waive notice of any meeting before, at or after such meeting. The attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting need be identified in the notice or waiver of notice of such meeting unless otherwise required by applicable law.

    3.5 Adjournment. If for any cause the Annual Member Meeting or any Special Member Meeting shall not be held at the time designated or should the Members fail to complete such business as may be presented for their consideration, those present may adjourn from time to time by majority vote of the Members until the same shall be accomplished.

    3.6 Voting. At the Annual Member Meeting and any Special member Meeting, each Member present and in good standing shall be entitled to one (1) vote, in person, through his/her attorney in fact, or by proxy.

    3.7 Quorum and Voting. Ten percent of the Members shall constitute a quorum for the transaction of business at any Annual Member Meeting or Special Member Meeting, and the vote of a majority of the Members present in person, through his/her attorney in fact, or by proxy at a meeting at which a quorum is present shall be the act of the Members, unless specifically provided otherwise in the Articles, these Bylaws or applicable law. If less than a quorum is present at any meeting properly noticed and called, a majority of the Members present may adjourn the meeting from time to time without further notice other than an announcement of the meeting, until a quorum shall be present.

    3.8 Consent in Lieu of a Meeting. Any action that maybe taken at a meeting of the Members may be taken without a meeting if written consent setting forth the action so taken is signed by a majority of the Members and is filed with the Secretary. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Members.

ARTICLE 4 - BOARD OF TRUSTEES

    4.1 General Powers. The business and affairs of the Corporation shall be managed by the Board, except as otherwise provided by the Act, the Articles or these Bylaws. The Board shall have general control over all officers and committees of the Corporation and shall have full power and authority to do any and all things that are proper to be done by the Corporation, except as otherwise provided in the Articles or these Bylaws.

    4.2 Minutes of the Board. The Board shall cause to be kept a complete record of all Board minutes and acts; and of the proceedings of the Corporation, and may present a full statement at the Annual Member Meeting, showing in detail the assets and liabilities of the Corporation and generally the condition of the Corporation's business affairs.

    4.3 Number. The initial number of Trustees of the Corporation shall be fixed at

    4.4 Qualifications. Each Trustee must be a Member and at least eighteen (18) years old.

    4.5 Nomination. Any Member may nominate candidates to serve as a Trustee. Such nomination must be by a petition signed by such Member and accompanied by a certified statement of the nominee that he/she will accept the obligation to serve as a Trustee if elected. Such petitions shall be delivered to the principle office of the Corporation or to such other location as established by the Board by date and time established by the Board from time to time. No nominee shall be eligible to be elected unless he or she has been nominated prior to the deadline established by the Board.

    4.6 Election. Trustees shall be elected by the Members at the Annual Member Meeting.

    4.7 Alternate Trustees. Each elected Trustee shall have the right to designate an alternate trustee to act as his duly authorized attorney-in-fact in his/her stead if such elected Trustee is absent from any meeting. Such appointment shall be by a written proxy in accordance with the Act. Each such duly designated alternate trustee shall have all of the power and authority of the elected Trustee to act in the place of such elected Trustee.

    4.8 Tenure. Following the first Annual Member Meeting, the Board shall be divided into three groups with the number of Trustees in each class to be equal to 1/3 of the total Trustees, as near as may be. The terms of office of the Trustees of the first group shall expire at the first Annual Member Meeting held after such classification, the terms of office of the Trustees of the second group shall expire as of the second Annual Member Meeting held after such classification, and the terms of the Trustees of the third group shall expire as of the third Annual meeting held after such classification. Trustees shall hold office for three (3) calendar years or until his/her successor has been elected and qualified, or until the Trustee's earlier death, resignation or retirement. The terms of newly elected Trustees shall commence immediately following the Annual Member Meeting at which they were elected.

    4.9 Removal. Any Trustee may be removed at any time, with or without cause, by a majority vote of votes cast in person or by proxy by the Members represented at a Annual Member Meeting or Special Member Meeting, at which a quorum was represented and voting, called for that purpose after proper notice of the meeting has been provided to all Members.

    4.10 Vacancies. Any Trustee may resign at any time by giving written notice thereof to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board shall be filled by the Board. A Trustee elected to fill a vacancy shall be elected for the unexpired term of such Trustee's predecessor in office, or until the Trustee's earlier death, resignation or removal.

    4.11 Regular Board Meetings. Regular meetings of the Board ("Regular Board Meetings") shall be held on such date and at such time and place, either within or outside the State of Utah, as designated by the Board.

    4.12 Special Board Meetings. Special meetings of the Board ("Special Board Meetings") may be called by or at the request of the President or any four (4) Trustees. The date, time and place, either within or outside the State of Utah, for holding any such special meeting shall be fixed by a person or persons authorized to call such meetings.

    4.13 Notice. Notice of each meeting of the Board stating the date, time and place of the meeting shall be given to each Trustee at the Trustee's business address at least five (5) days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two (2) days prior thereto by personal delivery of written notice (the method of notice need not be the same as to each Trustee), by facsimile, e-mail or by any other method approved by the Board. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid. Any Trustee may waive notice of any meeting before, at or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be identified in the notice or waiver of notice of such meeting unless otherwise required by applicable law. Notice of each meeting of the Board need not be provided to the Members.

    4.14 Presumption of Assent. Any Trustee present at a meeting of the Board shall be presumed to have assented to any action taken at such meeting unless the Trustee I s dissent is entered in the minutes of the meeting or unless the Trustee shall file his or her written dissent to such action with the person acting as the secretary of the meeting at the meeting or immediately after the adjournment thereof. Such right to dissent shall not apply to a Trustee who voted in favor of such action.

    4.15 Quorum and Voting. One-third of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the Trustees present in person at a meeting at which a quorum is present shall be the act of the Board, unless specifically provided otherwise in the Articles, these Bylaws or applicable law. If less than a quorum is present at any meeting properly noticed and called, a majority of the Trustees present may adjourn the meeting from time to time without further notice other than an announcement of the meeting, until a quorum shall be present.

    4.16 Compensation. Trustees shall not receive compensation for their services as such. Trustees shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity. Trustees may be reimbursed for reasonable out-of-pocket expenditures incurred by them in performing their duties.

    4.17 Meetings by Telephone. Trustees or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at any such meeting.

    4.18 Consent in Lieu of Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if written consent setting forth the action so taken is signed by all of the Trustees and is filed with the Secretary. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Trustees at a meeting of the Board.

    4.19 Attendance by Members. All Board meetings shall be open to the Members.
Members may participate in such meetings only at such times as shall be allowed by the Board. No notice is required to be given to Members of any Board meeting.

ARTICLE 5 - COMMITTEES

    5.1 Designation. Except as specifically set forth herein, the Board may, in its discretion, designate from among its members one or more committees of the Board, each of which, to the extent provided in the resolution establishing such committee, may exercise all of the authority of the Board, except as prohibited by applicable law. The delegation of authority to any committee shall not operate to relieve the Board or any member of the Board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the Board shall be as established by the Board, or in the absence thereof, by the committee itself. The President shall provide notice to all Members of the designation of all committees and any appointments to such committees at each Annual Member Meeting. The President shall maintain a list of all committees, subcommittees, and any appointments to such committees or subcommittees.

    5.2 Committee Chairman. The Board shall appoint one member of each committee of the Board to serve as Chairman person of that committee ("Committee Chairman"), to oversee and direct the business and affairs of such committee. The Committee Chairman shall be appointed to serve a term of one year, or such other term as the Board shall deem proper. A vacancy in the position of Committee Chairman of any committee, however occurring, shall be filled by the Committee Vice-Chairman for the unexpired portion of that term.

    5.3 Committee Vice-Chairman. The Board may appoint one member of each committee of the Board to serve as vice-Chairman person of that committee ("Committee Vice-Chairman"). The Committee Vice-Chairman shall be appointed to serve a term of one year or such other term as the Board shall deem proper. A vacancy in the position of the Committee Vice-Chairman of any committee, however, occurring, shall be filled by appointment by the President, subject to approval by the Board.

    5.4 Meetings. Committee meetings shall be held as necessary to carry out the duties and functions of the committee when called by the Chairman person or a majority of the members of the committee. Minutes shall be kept of committee meetings and all reports of such committees and minutes shall be in writing and submitted to the President.

    5.5 Notice. Notice of each committee meeting stating the date, time and place of the meeting shall be given to each committee member at the last known business address of each member as shown by the books of the Corporation at least five (5) days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two (2) days prior thereto by personal delivery of written notice (the method of notice need not be the same as to each committee member) by facsimile, or by any other method approved by the Board, the Committee Chairman, or the committee. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid. Any committee member may waive notice of any meeting before, at or after such meeting. The attendance of a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a committee member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting need be identified in the notice or waiver of notice of such meeting unless otherwise required by applicable law.

    5.6 Quorum and Voting. Unless otherwise provided by the Board by resolution, a majority of the members of a committee shall constitute a quorum for the transaction of any business at any committee meeting, and the vote of the majority of the committee members present in person at a meeting at which a quorum is present shall be the act of the committee, unless specifically provided otherwise in the Articles, these Bylaws, the Board or applicable law. If less than a quorum is present at any meeting properly noticed and called, a majority of the committee members present may adjourn the meeting from time to time without further notice other than an announcement of the meeting, until a quorum shall be present.

ARTICLE 6 - OFFICERS AND AGENTS

    6.1 Numbers and Qualifications. The officers of the Corporation shall consist of a President, Secretary, Treasurer, and one or more Vice-Presidents if so determined by the Board. The Board may also appoint such other officers, assistant officers and agents as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of President and Secretary. Officers need not be Trustees. All officers must be at least eighteen (18) years of age and a Member.

    6.2 Election and Term of Office. The Board shall elect the officers. Each officer shall hold office until the next Annual Member Meeting and until his or her successor shall have been elected and qualified or until the officer's earlier death, resignation or removal. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter.

    6.3 Removal. The President, Vice-President, Secretary, Treasurer or any other agent of the Corporation may be removed at any time, with or without cause, by a vote of two·-thirds of the votes cast in person or by proxy by the Board represented at a Regular Board Meeting or Special Board Meeting at which a quorum was present and voting, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent of the Corporation shall not of itself create contract rights.

    6.4 Vacancies. Any officer of the Corporation may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Corporation, by giving written notice to the President or to the Board. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. In the case of vacancy in any office, however occurring, the Board shall make it effective. In the case of vacancy in any office, however, occurring, the Board shall fill such vacancy by appointment. The appointment shall be for the unexpired portion of the term.

    6.5 Authority and Duties of Officers. The officers of the Corporation shall have the authority and exercise the powers and perform the duties specified below and as may be additionally specified by the Board or these Bylaws, except that in any event each officer shall exercise only such powers and perform only such duties as may be permitted by applicable law.

    6.6 President. The President must be a Trustee and shall preside over all meetings of the Members and the Trustees, and shall have the deciding vote in case of a tie in any matter subject to a vote. If for any cause the President shall be unable to act, the Board shall appoint some other Trustee to perform the duties of the President, in who shall be vested the power of the President. Subject to the direction and supervision of the Board, the President shall have the authority and shall exercise the powers and perform the duties specified below:

    6.6.1 Communications. The President shall receive all communications for the Corporation.

    6.6.2 Committees. The President shall keep at all times a directory of the several committees, their members and time and place of meeting. The President shall be an ex-officio member of all committees of the Corporation and shall perform such other duties as may be required of him/her by law or by action of the Board.

    6.6.3 Chairman. The President shall serve as the Chairman of the Board.

    6.6.4 Management. The President shall have general and active control of the management of the Corporation and general supervision of all its agents and employees.

    6.6.5 Other. The President shall see that all orders and resolutions of the Board are carried into effect and shall discharge such other duties as pertain to his/her office, and as are prescribed by the Board.

    6.7 Vice-President. In the absence of the President or in the event of the President's death, disability or refusal to act, the Vice-President shall perform the duties of the President. When so acting, the Vice-President shall have all of the powers of, and be subject to all the restrictions upon, the President.

    6.8 Secretary. The Secretary shall perform the following duties: (i) keep the minutes of the proceedings of the Board, committees of the Board, any other committees of the Corporation, and any meeting of the Members; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation; and (iv) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.

    6.9 Treasurer. The Treasurer shall perform the following duties of the Treasurer: (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board; (ii) receive and give receipts and acquaintances for moneys paid in on account of the Corporation, and payout of the finds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and the Board statements of account showing the financial position of the Corporation and the results of its operations; (iv) upon request of the President or Board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board.

    6.10 Compensation. Officers shall not receive compensation for their services as such.
Officers shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity. Officers may be reimbursed for reasonable out-of-pocket expenditures incurred by them in performing their duties.

ARTICLE 7 - INDEMNIFICATION

    7.1 Third-Party Suits. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or shall was or is a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful.

    7.2 Derivative Suits. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in favor by reason of the fact he or she was or is a Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court shall deem proper.

    7.3 Successful Defense. To the extent that a Trustee, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.1 and 8.2 hereof, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
    7.4 Standard of Conduct. Any indemnification under this Article VIII (unless ordered by a Court of competent jurisdiction) shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of a Trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct as set forth in Sections 8.1 and 8 2 hereof. Such determination shall be made (i) by the Board, pursuant to a majority vote of a quorum of Trustee who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, by a majority of such disinterested Trustees.

    7.5 Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in a specific case upon receipt of an undertaking by or on behalf of the Trustee, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article VIII.

    7.6 Nonexclusive Rights. Indemnification provided for in this Article VIII shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any other Bylaw, resolution of the Board or otherwise. This provision shall apply both as to action by a Trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position. Indemnification provided or authorized under this Article VIII shall continue as to a person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

    7.7 Insurance. The Board may authorize the Corporation to purchase or maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under such provisions of this Article VIII.

    7.8 Severability. If this Article VIII or any section or provision hereof shall be invalidated by any court on any ground, then the Corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article VIII that shall not have been invalidated.

ARTICLE 8 - MISCELLANEOUS

    8.1 Account Books, Minutes, Etc. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board and committees. All books and records of the Corporation may be inspected by any Trustee or Member, or that Trustee I s or Member's authorized agent or attorney, for any proper purpose at all reasonable times.

    8.2 Fiscal Year. The fiscal year of the Corporation shall be as established by the Board.

    8.3 Loans to Trustees and Officers Prohibited. No loans shall be made by the Corporation to any of its Trustees, officers or agents. Any Trustee, officer or agent who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until it is repaid.

    8.4 Amendments. Subject to applicable law, these Bylaws may be altered, amended or repealed, in whole or in part, and new bylaws may be adopted by any of the following procedures:

    8.4.1 Annual Member Meeting. The Bylaws may be altered, amended or repealed, in whole or in part, and new bylaws may be adopted by the affirmative majority vote of the votes cast in person or by proxy by the Members represented at the Annual Member Meeting at which a quorum is present and voting;

    8.4.2 Special Member Meeting. The Bylaws may be altered amended or repealed in whole or in part, and new bylaws may be adopted by the affirmative majority vote of the votes cast in person or by proxy by the Members represented at any Special Member Meeting called for that purpose at which a quorum is present and voting; or

    8.4.3 Meeting of Board. The Bylaws may be altered, amended or repealed in whole or in part, and new bylaws may be adopted by the affirmative two-thirds majority vote of the votes cast in person or by proxy by the Board represented at any meeting of the Board at which a quorum is present and voting. To the extent applicable law or these Bylaws require the approval of the Members, the revised provisions requiring such approval shall be submitted to the Members for their approval.

    8.5 Bylaw Provisions Additional and Supplemental to Provisions of Law. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal.

    8.6 Bylaw Provisions Contrary to or Inconsistent with Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these Bylaws which, upon being construed in a manner provided in Section 8.5 hereof, shall be contrary to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these bylaws and each article, section, subsection, subdivision, sentence, clause or phrase thereof, would have been adopted irrespective of the fact that anyone or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal or unenforceable.

    8.7 Common Trustees - Transactions Between Corporations. No contract or other transaction between the Corporation and one or more of its Trustees or any other corporation, firm, association or entity in which one or more of its Trustees are trustees, directors or officers or are financially interested shall be either void or void able because of such relationship or interest, or because such Trustee or Trustees are present at the meeting of the Board, or a committee thereof which authorizes, approves or ratifies the contract or transaction, or because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves or ratifies the contract or transaction; or (ii) the contract or transaction is fair and reasonable to the Corporation. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board or committee thereof which authorizes approves or ratifies such contract or transaction.