Bylaws

BYLAWS OF THE DOBSON ASSOCIATION, INC. ARTICLE I NAME AND LOCATION The name of the corporation is THE DOBSON ASSOCIATION, INC. hereinafter referred to as the “Association”. The principal office of the corporation shall be located at Phoenix, Arizona, but meetings of members and directors may be held at such places within the State of Arizona, County of Maricopa, as may be designated by the Board of Directors.

ARTICLE II

which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to TRANSAMERICA TITLE INSURANCE COMPANY OF ARIZONA, as trustee, its successors and assigns if such successors and assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the Maricopa County Recorder, Phoenix, Arizona.

DEFINITIONS Section 1. "Association" shall mean and refer to THE DOBSON ASSOCIATION, INC., its successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners. The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as follows: Tracts A, B and C of Los Altos, a subdivision of the DOBSON RANCH, as it appears in the Books and Records of the County Recorder of Maricopa County, Arizona, Book 161 of Maps, page 26.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties which plot of land is sold and used for residential purposes and uses, or shall mean and refer to any condominium unit.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot or residential unit, including any condominium unit, Revised March 2012

Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

Section 9. “Tenants” shall refer to those persons entering into a written lease or rental agreement with an owner for a period not less than 30 days.

(9/23/2004) ARTICLE III PROPERTY RIGHTS: RIGHTS OF ENJOYMENT Each member shall be entitled to the use and enjoyment of the Common Area and facilities as provided in the Declaration. Any member may delegate his rights of enjoyment of the Common Area and facilities to the members of his family, his tenants or contract purchasers, who reside on the property. Such member shall notify the Executive Director of the Association in writing of the name of any such delegate. The rights and privileges of such delegate are subject to suspension to the same extent as those of the member.

Tenants shall in all respects be subject to the renter’s policy and assessments as set by the Board of Directors. (9/23/2004) ARTICLE IV MEETING OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held on the second Tuesday in April commencing in 1974.

Each subsequent regular annual meeting of the

members shall be held on the same day of the same month of each year thereafter, at the hour of 2:00 o'clock P.M. or such other time as may be set by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

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 (1/4) of all 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 purpose 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 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 By-Laws.

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 be represented.

Section 5. Voting. At all meetings of members, each member may vote in person or by ballot.

Revised 08/27/09 ARTICLE V BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Revised March 2012

Section 1.

Number.

The affairs of this Association shall be managed by a Board of nine (9) Directors.

Section 2. Term of Office. At the first annual meeting the members shall elect three Directors for a term of one year, three Directors for a term of two years, and three Directors for a term of three years, and at each annual meeting thereafter the members shall elect three Directors for a term of three years.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association, In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board 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 the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

Section 6. Qualifications. Each Director: (a) shall be at least eighteen years of age; (b) shall be a resident of a lot; (c) shall not have been convicted of a crime within ten years of election to the Board if the crime was punishable by death or imprisonment in excess of one year or involved dishonesty or false statement, unless the conviction has been the subject of a pardon, annulment, certificate of rehabilitation, or other equivalent procedure based on a finding of rehabilitation or of innocence; (d) shall not have been subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the seven year period immediately preceding election to the Board that involved fraud or breach of fiduciary duty; and (e) shall not be a paid employee of the Association. (amended March 2012)

Section 7.

Mandatory Indemnification.

Subject to the further provisions hereof, the Corporation shall indemnify any and all of its present or former directors and officers against all expenses, including without limitation attorney’s fees, litigation expenses, judgments, fines and amounts paid in settlement or compromise of a claim, which may actually and reasonably be incurred, rendered or levied in or by virtue of any legal action brought or threatened against any of them for or on account of any act or omission alleged to have been committed while acting within the scope of their respective duties as directors or officers of the Corporation. Whenever any such person shall report to the President of the Corporation or the Board of Directors that he has incurred or may incur litigation expenses, the Corporation shall, within a reasonable time thereafter determine whether, in regard to the matter involved, such person acted in good faith and, in the case of conduct cases, that the conduct was 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 conduct was unlawful. Unless prohibited by A.R.S. ď “10-3851 (D), if the Corporation determines that such person acted in good faith and, in the case of conduct in an official capacity with the Corporation, that the conduct was in its best interests, or, in all other cases, that the conduct was not opposed to the best interests of the Corporation and, with respect to any criminal action of proceeding had no reasonable cause to believe his conduct was unlawful with regard to the matter involved, indemnification shall be mandatory and shall be automatically extended as specified herein; provided, however, that the Corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall not offer the Corporation the opportunity, at its own expense and through counsel of its own choosing, to defend such person in the action, suit or proceeding. (11/15/2001)

Section 8. Scope of Indemnification. The indemnification provided in these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, statute or otherwise, both as to action in an official capacity and as to action in another capacity

Revised March 2012

while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs and personal representatives of such a person.

(11/15/2001) ARTICLE VI 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. Such nominations shall be made from among members of the Association.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members 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 permitted.

Section 3. Withdrawal. In the event of the withdrawal of an announced candidate an attempt shall be made to make proper notification of the situation to the members through the Association publications. Should the withdrawn candidate be included on the ballot, the votes cast for that person will be used for quorum purposes only.

Section 4. Resignation. Any member of the Board may resign at any time by giving written notice to the Board, the president, the secretary, the manager, or the executive director. Any member may also resign orally at any meeting of

the Board of Directors. A resignation shall become effective immediately and may not be withdrawn or rescinded except by a vote of a majority of the Board of Directors. (Revised 10/21/2004) Section 5. Board Vacancies. In the event of a Board vacancy resulting from a Board Member resignation or removal, the Board of Directors may, at its discretion, appoint a Qualified (Article 5, Section 6) Dobson Association member to fill the unexpired term. Appointment shall be by majority vote of the directors at a regularly scheduled meeting of the Association. (Adopted 10/21/2010) ARTICLE VII

the proxy's authority unless notification of death or incapacity is received by the Secretary before the proxy exercises its authority under the appointment. Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, the Association is entitled to accept the proxy's vote or other action as the vote of the director making the appointment.

(Revised 9/20/2001)

ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. shall have power to:

The Board of Directors

MEETING OF DIRECTORS Section 1.

Regular Meetings.

Regular meetings of the Board of Directors shall beheld 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 at which a quorum is present shall be regarded as the act of the Board. A director may vote in person or by proxy. A director may appoint any other member of the then current Board of Directors as his or her proxy to vote or otherwise act for the director by signing an appointment form.

The appointment does not relieve the director of liability for acts or omissions imposed by law on directors. An appointment of a proxy is effective when received by the Secretary.

An appointment is valid for one (1) month unless a different period is expressly provided in the appointment form. An appointment of a proxy is revocable by the director.

The death or incapacity of a director appointing a proxy shall not affect the right of the Association to accept Revised March 2012

(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, 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 right to use of the recreation facilities 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 after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations; (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) consecutive regular meetings of the Board of Directors; (e) employ a manager, an independent contractor or such other employees as they deem necessary, and to prescribe their duties; and (f) hire or employ and dismiss a manager or executive director, whether as an independent contractor or as an employee, to perform such services and duties as the Board

may direct, including, but without limitation, any of the duties granted to the Board of Directors by these Bylaws or any of the duties granted to the officers of the Association by these Bylaws, and the Board of Directors shall have the power to delegate any of such duties to the manager or executive director subject to such limitations and restrictions upon the exercise of those duties by the manager or executive director as the Board may deem necessary and advisable. (g) initiate legal action on behalf of the Association and its members for the enforcement of any of the covenants, conditions, or restrictions contained in the primary declarations governing the use of common areas or residential properties. (h) May create one or more committees, appoint persons to serve on the committees, and appoint committee chairs.

Standing committees shall have nine voting members, and as many as five non-voting alternate members who may participate in committee discussions but do not have the authority to vote. However, in the event five or more voting members fail to attend a meeting, a committee chair may permit all alternate members present to vote.

A voting committee member may appoint another committee member to be his or her proxy to vote or otherwise act for the member by signing an appointment form. An appointment of a proxy is effective when received by the Chair of the committee. A proxy is valid for one month unless a shorter period of time is expressly provided in the appointment form. An appointment of a proxy is revocable by the committee member at any time. Minutes of committee meetings in which persons vote by proxy will make notice of the proxy, and the proxy forms will be attached to the minutes and made a part thereof.

Section 2. Duties. To the extent that such duties are not assigned or delegated to a manager or executive director pursuant to Section 1(f) of Article VIII of these Bylaws, 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 to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is

Revised March 2012

requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote; (b) supervise all officers, agents and employees of this Association, and to 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) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same. (d) issue, or to cause an appropriate officer 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 for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the Common Area to be maintained. (h) provide staff support to the Architectural Control Committee, the Nominating Committee and any other committee created by the board in carrying out its responsibilities.

ARTICLE IX

except in the case of special offices created pursuant to Section 4 of this Article.

OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers. The officers of this Association shall be a president, a vice president, a secretary and a treasurer, who shall at all times be members of the Board of Directors, and owner and resident of the community (Adopted March 2012) and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place annually at the regular May meeting of the Board of Directors. Revised 8/27/09 Section 3.

Term.

The officers of this Association shall be elected annually by the Board and each shall hold office for one year from May 1 to April 30 unless he shall sooner resign or shall be removed, or otherwise disqualified to serve. Revised 8/27/09 Section 4. Special Appointments. The board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president, the secretary, the manager, or the executive director. Any officer may resign orally at any meeting of the members or at any meeting of the Board of Directors. A resignation shall become effective immediately and may not be withdrawn or rescinded except by a vote of a majority of the Board of Directors.

(10/21/2004) Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices

Revised March 2012

Section 8. Duties. To the extent that such duties are not assigned or delegated to a manager or executive director pursuant to Section 1 (f) of Article VIII of these Bylaws, the duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. (b) Vice President. The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. (c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. (d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

Section 9. Nomination Procedure. No later than October each year, the Secretary shall send to each Director a written reminder of the officer election procedure and a nomination form.

Candidates for officers shall notify the Secretary of their intentions to seek an office no later than the date of the Board meeting regularly held in

November each year. A candidate must be a present Director of the Association. Candidates may nominate themselves or may be nominated by another Director. If at the close of the November meeting of the Board of Directors, any office has no nominated or announced candidates, the President shall call a special Board Meeting in November to solicit and nominate candidates for such office.

An opportunity for the Board of Directors to interview and question candidates shall be provided before the election of officers.

assessment shall bear interest from the date of delinquency at the rate of six (6) percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot. ARTICLE XIII

Section 10. Voting Limitation. A member of the Board of Directors shall not be permitted to nominate or vote for an employee, business associate, spouse, parent, child, or relative, or any unrelated person resident in his or her household, in an election of officers.

The Association shall have a seal in circular form having within its circumference the words: THE DOBSON ASSOCIATION, INC.

ARTICLE X

ARTICLE XIV

COMMITTEES

AMENDMENTS

The Association shall appoint an Architectural Control Committee as provided in the Declaration, and a Nominating Committee as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

Section 1. Subject to repeal or change by action of the members as set forth below, these Bylaws may be altered, amended or repealed by the Board of Directors at any regular or special meeting of the Board.

Any alteration, amendment or repeal of the Bylaws by the Board of Directors may itself be repealed or changed at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. The Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.

ARTICLE XI BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member.

The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may purchased at reasonable cost.

CORPORATE SEAL

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE XII ARTICLE XV ASSESSMENTS FISCAL YEAR As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the

Revised March 2012

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

ARTICLE XVI MONETARY FINES The Dobson Association Board of Directors is hereby empowered and authorized to adopt and implement any such monetary fines as are deemed necessary to enforce Board policies and Association governing documents. Such fines may include but are not limited to violations of the Architectural Guidelines, violations of the Covenants, Conditions and Restrictions (CC&Rs) and violations of the Renter’s Policy.

(10/21/2004).

ARTICLE XVII RENTAL FEE CO-SHARE The Dobson Association Board of Directors approved the plan to share 50% of the fees from sub-association rentals with the sub-associations where the fee is generated. These funds will be used for special projects, subject to Dobson Board of Directors approval of the projects.

12/15/05

This is a true and correct copy of the Bylaws of the Dobson Association, Inc. that were signed in May, 1973, including any amendments thereto. Paragraph headings are shown in bold rather than underlined as in the original bylaws and headings pertaining to individual officers are modified to conform to the outline format used in this document.

Revised March 2012