Unit #20 and HOA#1 Documents

Section 1. Declaration. The Bylaws adopted by the SaddleBrooke Villas Association No. 20, Inc. on December 29, 1995, be and are hereby amended and restated in their entirety to read as follows and shall govern the operation of SaddleBrooke Villas Association No. 20, Inc. the ("Corporation"), an Arizona nonprofit corporation upon adoption hereof by the Board of Directors of the Corporation.

Section 2. Terms. Terms used but not defined herein which are defined in the Amended Declaration of Covenants, Conditions, and Restrictions for SaddleBrooke Unit 20 which was recorded on November 13, 2001 in the Official Records of Pinal County, Arizona, as Document No. 2001-052015 (the "Amended Declaration") and shall have the same meanings as in the said Villas Amended Declaration.

Section 3. Principal Office. The principal office of the corporation shall be located in Pinal County, Arizona.

Section 4. Seal. The Board of Directors may obtain a seal for the Corporation which shall bear the name of the Corporation, the word "Arizona", the word "non-profit", the year of incorporation, and such other matters as the Board of Directors may elect.

Section 1. Members. Membership in the Corporation shall be as provided in the Villas Amended Declaration.

Section 2. Meetings. Meetings of Members of the Corporation ("Members") shall be held at the principal place of business of the Corporation or at such other convenient place as may be designated by the Villas Board. Annual meetings of the Members shall be held on the third Monday in February in each year, as specified by the Villas Board. Special meetings of the Members may be called by the President of the Corporation, or by a majority vote of the Villas Board, or by Members having at least twenty-five percent (25%) of the votes entitled to be cast at such meeting. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting, except as stated in the notice.

Section 3. Voting. The voting rights of the Members shall be as provided in the Villas Amended Declaration and the Villas Articles. Votes may be taken in person or by absentee ballots. Votes taken by absentee ballot shall comply with the following provisions:

Votes cast by absentee ballot or other form of delivery are valid for the purpose of establishing a quorum.

Section 4. Notice. Not less than 10 nor more than 50 days prior to a meeting, notice of all meetings of the Members stating the time, the place, and the objects for which the meeting is called shall be given by an officer of the Corporation, any member may waive notice of the meeting. Such notice shall be given by publishing the same in any newspaper of general circulation within the Property or Pinal County, or shall be mailed to each member entitled to vote at such meeting. Notice of meetings may be waived before, during, or after the meeting.

Section 5. Quorum. A quorum of Members for any meeting shall be constituted by Members represented in person or by absentee ballot and holding twenty-five (25) percent of the votes entitled to be cast at the meeting. Unless the vote of a greater number is required by these Bylaws, the Villas Articles or Arizona law, the affirmative vote of a majority of the votes represented at a meeting and entitled to vote shall be binding as the act of the Members.

Section 6. Adjourned Meetings. If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present may adjourn the meeting to a time not more than seven (7) days from the time the original meeting was called.

Section 7. Order of Business. The order of business at all meetings of the Members shall be as follows:

Section 8. Open Meetings. All meetings of the Members, and Villas Board, are open to all Members, or any person designated by a Member in writing as the Member’s representative, and all Members or designated representatives so desiring shall be permitted to attend and speak at an appropriate time during the deliberations and proceedings. The Board may place reasonable time restrictions on those persons speaking during the meeting but shall permit a Member or designated representative to speak before the Board takes formal action on an item under discussion in addition to any other opportunities to speak. The Board shall provide for a reasonable number of persons to speak on each side of an issue. Any portion of a meeting may be closed only if that closed portion of the meeting is limited to consideration of one or more of the following:

Section 1. Number and Qualification. The business, property, and affairs of the Corporation shall be managed, controlled, and conducted by a Board of Directors (the "Villas Board"). The Villas Board shall consist of the number of Members indicated in the Villas Articles. The number of Directors may be altered from time to time by resolution or a majority vote of the Villas Board, or of members of the Corporation at any regular or special meeting called for such purpose, but only within the limits prescribed by the Articles. In the event of any increase in the number of directors in advance of the annual meeting, each additional director shall be elected by the then Villas Board and hold office until his successor is elected and shall qualify.

Section 2. Powers and Duties. The Villas Board shall have the powers and duties necessary for the administration of the affairs of the Corporation, and may do all such acts and things as are not by law or otherwise directed to be exercised and done by the Members. The powers of the Villas Board shall include, but not be limited to, all of the rights and duties of the Villas Board as set forth elsewhere in these Bylaws, the Villas Articles, the Villas Amended Declaration, and any Villas Declaration (as defined in the Villas Articles) and shall also include the power to promulgate such rules and regulations pertaining to the rights and duties of Members of the Corporation, and all other matters, as may be deemed proper and which are consistent with the foregoing. The Villas Board may delegate to one or more committees thereof, and to other persons, such duties and powers, all as appears to the Villas Board to be in the best interests of the Corporation and to the extent permitted by law.

Section 3. Election and Term of Office. The election and term of office of the directors shall be as provided in the Villas Articles. Prior to assuming office each Director shall take, and shall sign a written copy of, the following Oath: I, (insert name of Director), do solemnly swear (or affirm) that I will faithfully discharge the duties of the office of Member of the Board of Directors of SaddleBrooke Villas Association No. 20, Inc. and will support and adhere to the requirements in effect of the Amended and Restated Covenants Conditions and Restrictions, Amended and Restated Articles of Incorporation, and the Amended and Restated ByLaws, and all other governing documents of that Association in effect.

Section 4. Vacancies. Vacancies on the Villas Board caused by any reason shall be filled by vote of the majority of the remaining directors even though less than a quorum, or by the remaining director if there is only one, and each person so elected shall be a director until his successor is duly elected by the members of the Corporation and shall qualify.

Section 5. Compensation. No compensation shall be paid to directors for their services as directors. No remuneration shall be paid to a director for services performed by him for the corporation in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Villas Board before the services undertaken. Directors and officers, however, may be reimbursed for any actual expenses incurred in connection with their duties as such officers or directors.

Section 6. Regular Meetings. Regular meetings of the Villas Board may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings of the Villas Board shall be given to each director, personally or by mail, telephone or telegraph, at least three days prior to the day named for the meeting.

Section 7. Special Meetings. Special meetings of the Villas Board may be called by the President or Secretary on three days notice to each director, given personally by mail, telephone or telegraph, which shall state the time, place and purpose of the meeting. Upon the request of at least two of the directors, special meetings of the Villas Board shall be called by the President or Secretary in like manner or on like notice.

Section 8. Waiver of Notice. Before, at or after any meeting of the Villas Board, any director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Villas Board shall be deemed to be a waiver of notice by him of the time or place thereof. If all the directors are present at any meetings of the Villas Board, no notice shall be required, and any business may be transacted at such meeting.

Section 9. Quorum. A majority of the Villas Board shall constitute a quorum for the transaction of business, but if at any meeting of the  Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. A director may attend a meeting of the Villas Board telephonically, and be considered present, so long as the director can hear all the proceedings and be heard by everyone in the room.  Every act or decision done or made by a majority of the directors at a duly held meeting, at which a quorum is present shall be regarded as the act of the Villas Board unless the Villas Articles, Bylaws,  Amended Declaration or any Additional Declaration otherwise specifically requires the affirmative vote of a different number of directors on a specific matter.

Section 10. Adjournments. The Villas Board may adjourn any meeting from day to day or for such other time as may be prudent or necessary in the interests of the Corporation, provided that no meeting may be adjourned for a period longer than 30 days.

Section 11. 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 written approval of all the directors. Any actions approved shall have the same effect as though taken at a meeting of the Villas Board.

Section 12. Fidelity Bonds. The Villas Board may require, in its discretion, and shall require if and to the extent required by the Villas Amended Declaration or any Additional Declaration, that all officers and employees of the Corporation handling or responsible for the Corporation’s funds shall furnish fidelity bonds. In the event such bonds are required upon determination of the Villas Board, the premiums therefor shall be paid by the Corporation.

Section 13. Committees. The Villas Board may by resolution appoint committees of the Villas Board, which committees shall have the powers and authority designated in the resolution or resolutions establishing them.

Section 1. Designation. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be elected by the Villas Board. The directors may appoint an Assistant Secretary and an Assistant Treasurer, and such other officers as in their judgment may be necessary. Only a director may hold the office of President. Any one person may hold two or more offices at the same time, except that no one person shall simultaneously hold the office of President and Secretary.

Section 2. Election of Officers. The officers of the Corporation shall be elected from time to time by the Villas Board.

Section 3. Removal of Officers. Upon an affirmative vote of a majority of the members of the Villas Board, any officer may be removed, either with or without cause, and his successor elected.

Section 4. Resignation of Officers. Any officers may resign at any time by giving written notice to the Villas Board, the President or the Secretary. Such resignation shall take effect on the date of 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 may be filled by vote of a majority of the Villas Board. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 6. President. The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Members of the Corporation and of the Villas Board. He shall have all of the general powers and duties which are normally vested in the office of the President of a Corporation, including, but not limited to, the power to appoint committees from among the Members of the Corporation from time to time as he may in his discretion decide is appropriate to assist in the conduct of affairs of the Corporation.

Section 7. Vice President. The Vice President (or the most senior Vice President, if there shall be more than one) shall take the place of the President and perform his duties whenever the President shall be absent, unable to act or refuses to act. If neither the President nor a Vice President is able to act, the Board of Directors shall appoint some other member of the Villas Board to do so on an interim basis. A Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Villas Board.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and the minutes of all meetings of the Members of the Corporation; he shall have custody of the seal of the Corporation; he shall have charge of the membership books and such other books and papers as the Villas Board may direct; and he shall, in general, perform all duties incident to the office of Secretary.

Section 9. Treasurer. The Treasurer shall have the responsibility for the Corporation’s funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the corporation. He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Corporation in such depositories as may from time to time be designated by the Villas Board.

Section 1. Election and Election Committee. The Annual Election of Directors shall be held on the last Friday of December of each year. For these elections, the Villas Board shall appoint an Election Committee Chairperson and an Election Committee at least ninety (90) days prior to the election date. The Election Committee will consist of not less than three (3) members of the Villas Association, of which no more than one (1) may be a member of the Villas Board. No Member shall be permitted to serve on the Election Committee who is thirty (30) days or more in default in payment of any homeowner dues or assessments due the Association. At the November meeting of the Villas Board, the Election Committee shall submit a list of candidates for all offices to be filled.

Section 2. Nominations. In addition to those candidates identified by the Election Committee, ten (10) or more Members in good standing may nominate other candidates and file such nominations over their signatures with the Election Committee no later than October 30. The names of all those nominated shall be printed alphabetically on one ballot.

Section 3. Voting. No Member thirty (30) days or more in default of the payment of any Association homeowner dues or assessments shall be permitted to vote at any election. Cumulative voting is not permitted.

Section 4. Election Procedure. The Election Committee will conduct all facets of the election in accordance with The "Election Procedure" established by the Villas Board. Any Member may be present as an observer at the tabulation of votes. Following the tabulation, all ballots will be sealed and stored for a period of thirty (30) days from the date of tabulation. Any protest of the accounting of votes must be filed within thirty (30) days from the date of tabulation. In case of dispute, the ballots will be retained as long as necessary.

In the event that at the close of the nomination period there are no more candidates for election than there are board positions to be filled, after certification of the candidates by the Board, the Board shall declare the certified candidates to be duly elected, and ballots shall not be sent to Members, and no further action shall be taken by the Election Committee, with respect to that election

In the event that at the close of the nomination period there are fewer candidates than there are Board positions to be filled, the Board shall declare the nominees to be duly elected and shall have the right to consider the unfilled seats as vacancies, to be filled by appointment.

Section 5. Removal of Board Member. Any Member of the Villas Board may be removed, with or without cause, by a majority vote of Members entitled to vote and voting on the matter at a meeting of the Members, called pursuant to Article II of these Bylaws, at which a quorum is present. For purposes of calling for removal of a Board Member, the following must apply:

Section 1. Books and Accounts. The Board, at all times, shall keep, or cause to be kept by the Treasurer, true and correct records of account in accordance with generally accepted accounting principles.

All financial and other records of the Association shall be made reasonably available for examination by any Member or any person designated by the Member in writing as the Member’s representative. The Association shall not charge a Member or any person designated by the Member in writing for making material available for review. The Association shall have ten business days to fulfill a request for examination. On request for purchase of copies of records by any Member or person designated by the Member in writing as the Member’s designated representative, the Association shall have ten business days to provide copies of the requested records. An Association may charge a fee for making copies of not more than fifteen cents per page.

Books and records kept by or on behalf of the Association and the Board may be withheld from disclosure to the extent that the portion withheld relates to any of the following:

Section 2. Execution of Corporate Documents. With the prior authorization of the Villas Board, all notes, checks, and contracts or other obligations shall be executed on behalf of the Corporation by such officer or officers of the Corporation as said Villas Board shall designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be the Calendar Year, or such period as the Villas Board may deem appropriate.

Section 4. Conflict in Documents. In the case of any conflict between the Villas Articles and these Bylaws, the Villas Articles shall control. In the case of a conflict between these Bylaws and the Villas Amended Declaration, or between the Villas Articles or the Villas Amended Declarations, the Villas Amended Declarations shall govern and control.

These Bylaws may be amended by the affirmative vote of a majority of the Villas Board. These Bylaws may not be amended insofar as such amendment would be inconsistent with the Villas Amended Declaration, any Additional Declaration or the Villas Articles.

The undersigned secretary does hereby certify that the foregoing Bylaws were adopted by the Board of Directors of SaddleBrooke Villas Association No. 20, Inc. at a regular meeting of the said Board held on April 19, 2007.

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Secretary

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