Antelope Hills Declaration of protective covenants

ARTICLE III - MASTER ASSOCIATION AND MEMBERSHIP

Section 3.1. Master Association: The administration of the Project shall be governed by this
Declaration, the Articles, the Bylaws, and the Rules and Regulations of the Master Association. The Master Association has been or will be formed as a Colorado nonprofit corporation. The Master Association shall have the duties, powers and rights set forth in this Declaration and in the Articles and Bylaws.

Section 3.2. Membership in Master Association: The membership of the Association at all times shall consist exclusively of all Owners or, following termination of the Community. of all former Owners entitled to distributions of proceeds or their heirs, personal representatives, successors or assigns. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Each Owner of a Lot shall become a Member of the Master Association upon conveyance to him of his interest in a Lot and shall remain a Member for the period of his ownership. The Owner of a Lot shall automatically be the holder of the membership in the Master Association appurtenant to that Lot, and such membership shall automatically pass with fee simple title to the Lot. For voting purposes, no more than one vote per Lot shall be allowed, no matter how many Owners of record of the Lot. The Owners shall decide amongst themselves who shall vote as a member of the Master Association. Any attempt to cast more than one vote per Lot shall result in no vote being counted. Membership in the Master Association shall not be assignable separate and apart from fee simple title to a Lot, except that an Owner may assign some or all of such Owner’s rights as an Owner to use improvements or otherwise to a Related User or Lienholder and may arrange for a Related User to perform some or all of such Owner’s obligations as provided in this Declaration, but no Owner shall be permitted to relieve itself of the responsibility for fulfillment of all of the obligations of an Owner under this Declaration.

Section 3.3 Membership Rights:. No later than sixty (60) days after conveyance of one-third percent (33-1/3%) of the Lots by Declarant, one member of the Board of Directors described in Section 3.4 shall be elected by the Membership, excluding the Declarant, described in Section 3.2. Not later than sixty (60) days after conveyance of two-thirds percent (66-2/3%) of the Lots by Declarant, two members of the Board described in Section 3.4 shall be elected by the Membership described in Section 3.2. Except as otherwise provided in this Declaration, during the Period of Declarant Control, the Declarant or persons appointed by the Declarant may appoint all officers and directors and remove all officers and directors of the Board.Notwithstanding anything herein to the contrary, upon each annexation of additional property by Declarant as provided in Sections 8.13 and 8.14 hereof, the property annexed by Declarant shall be included in the Project and included in the calculation to determine the Period of Declarant Control.

Section 3.4. Board of Directors: Except as otherwise provided in this Declaration, the affairs of the Master Association shall be managed by the Board of Directors, which shall consist of not fewer than three persons. Notwithstanding the foregoing, until December 31, 2010, the number of Directors shall be three (3). Declarant shall have the right to appoint all three (3) of such Directors unless the declarant sooner relinquishes its right of appointment by means of an instrument recorded in the real property records of the County or other Directors are elected as provided in Section 3.3 and the Master Association Bylaws. Directors appointed by the Declarant do not have to be Owners. All members of the Board not appointed by Declarant shall be Owners. Subject to the foregoing, the number, term, election and qualifications of the Board shall be fixed in the Articles or the Bylaws or both. By resolution, the Board may delegate portions of its authority to an executive committee or to other committees, to tribunals, to officers of the Master Association or to agents and employees of the Master Association, but such delegation of authority shall not relieve the Board of the ultimate responsibility for management of the affairs of the Master Association. Action by or on behalf of the Master Association may be taken by the Board or any duly authorized executive committee, officer, agent or employee without a vote of Members, except as otherwise specifically provided in this Declaration, the Articles, or the Bylaws.