Bylaws of the Gilcrease Hills Homeowners Association

Being Created By Merger of:
Gilcrease Hills Area Association
Gilcrease Hills Village I Homeowners Association
Gilcrease Hills Village II Homeowners Association
As adopted Feb. 9, 1980 and amended July 28, 1993

ARTICLE I
OFFICES

Section 1.1 Offices. The principal office of the Association shall be located within the Gilcrease Hills Development in Tulsa, Oklahoma. The Association may have such other offices within the State of Oklahoma as the Board of Representatives may from time to time establish.

Section 1.2 Registered Office and Registered Agent. The Association shall have and continuously maintain in the State of Oklahoma a registered office, and a registered agent whose office is identical with the principal office of the Association in the State of Oklahoma. The identity of the registered agent and the address of the registered office may be changed from time to time by the Board of Representatives.

 ARTICLE II
DEFINITIONS  
Section 2.1 "Articles" shall mean and refer to the Articles of Incorporation of the Association as the same may be amended from time to time. 

Section 2.2 "Association" shall mean and refer to the Gilcrease Hills Homeowner's Association, a non-profit corporation, its successors and assigns.

Section 2.3 "Board" shall mean and refer to the Board of Representatives of the Association who shall manage and control the affairs of the Association. Subject to any restrictions imposed by law, the Articles of Incorporation or these by-laws, the Board may exercise all the powers of the Association.

Section 2.4 "Common Area" shall mean all real property, except for the Common Facilities, owned by the Association or dedicated or available for the common use and enjoyment of the Members.

Section 2.5 "Common Facilities" shall mean all recreation and social facilities owned and/or operated by the Association or dedicated or available for the common use and enjoyment of the Members.

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Section 2.6 "Declarant" shall mean Gilcrease Hills Development Corporation, its successors or assigns.

Section 2.7 "Declaration" shall mean and refer to any Certificate of Dedication of Declarant, its successors or assigns, recorded or hereafter recorded in the office of the County Clerk of the County of Osage, Oklahoma and covering land within the boundaries of the Gilcrease Hills Development.

Section 2.8 "Gilcrease Hills Development" shall mean and refer to the real property situate within Osage County, Oklahoma described on Exhibit A hereto.

Section 2.9 "Lot" shall refer to any of the following real property within the boundaries of the Gilcrease Hills Development which is subject to a Declaration entitling the owner thereof to membership in the Association: (a) any separately numbered single- family residential lot shown on any plat of record; (b) any multi- family residential lot shown on any plat of record; (c) any apartment or unit of a townhouse, duplex, condominium or other multi-family residential complex which is not part of a Self- Contained Multi-Family Development. "Parcel" shall mean and refer to any separately numbered or designated tract of land not subject to a Declaration but shown on the plot or development plan of Declarant. "Lot" and "Parcel" shall not include any commercial areas or any of the Common Area or Common Facilities.

Section 2.10 "Member" shall mean and refer to any person or entity, whether one or more, who is the record owner of any Lot or Parcel, excluding those record owners who have such interest merely as security for the performance of an obligation under a mortgage or other credit instrument; provided that any Member who is in arrears to the Association for any financial obligation shall, during the period of any such arrearage, be suspended and shall be considered not to be a Member in good standing, so that the suspended Member is prohibited from being elected to or serving on the Board of Representatives or any Board, or committee, or exercising any of the privileges of membership. There shall be one (1) membership interest in the Association for each Lot or Parcel, irrespective of the number of owners hereof; provided, however, that Joint Lots, as described in Section 13.2(c), shall have only one membership interest regardless of the number of Lots constituting the Joint Lot.

Section 2.11 "Limited Member" shall mean and refer to any person or entity, whether one or more, who is the record owner of a Unit in a Self-Contained Multi-Family Development, excluding those record owners who have such interest merely as security for the performance of an obligation under a mortgage or other credit instrument. Unless specifically set out otherwise herein, whenever the term "Member" is used, in the singular or plural, it shall

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refer as well to Limited Members.

Section 2.12 "Representative" shall mean any member of the Board of Representatives of the Association.

Section 2.13 "Self-Contained Multi-Family Development" shall mean and refer to any multi- family development constructed within the Gilcrease Hills Development, and which has contained within its boundaries common facilities and amenities designated for the exclusive use by the resident of such project and their guests, and which has been designated as a Self-Contained Multi-Family Development in the Declaration creating such Self-Contained Multi- Family Development. "Unit" shall mean and refer to any apartment or unit within a Self-Contained Multi-Family Development.

Section 2.14 "Gender." The words "he" or "his" as used in the Bylaws shall be deemed to include the words "she" or "her" and to refer to all Members, Directors, Officers, Employees or Agents of the Association, whether male or female.

                           ARTICLE III
                            MEMBERSHIP

Section 3.1 Membership Voting. In the event that a membership is owned by more than one (1) person or entity, then the single vote of that membership shall be cast as such co-owners shall agree. If they do not so agree, then the single vote of that membership shall be cast as a majority of interest in such membership shall determine. In the event a deadlock prevents a majority or interest from determining the vote, the vote of such deadlocked membership shall be deemed an abstention. The membership interest shall be appurtenant to and not severable from the Lot or Parcel.

Section 3.2 Limited Membership Voting. Limited Members shall be entitled to cast one-tenth (1/10th) of one vote. The votes of each Self-Contained Multifamily Development shall be cast by the designated representative of the association governing such development as a block of votes, divided up in any manner such development's association shall determine.

Section 3.3 Annual Meeting. The annual meeting of the Members shall be held on the fourth Saturday of October of each year at a time and place as shall be designated by the Board of Representatives. The Board of Representatives shall have the authority to change the date of the annual meeting to another date within thirty (30) days of the above date. Notice of the annual meeting shall be given to all Members at least twenty (20) and not more than thirty (30) days before the time appointed for the meeting unless a different notice period is prescribed by law.

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Section 3.4 Special Meetings. Special meetings of the Members may be called by the Board of Representatives or the President at their discretion. A special meeting shall be called by the President upon the written request of ten percent (10%) of the membership interest. Notice for any special meeting is to be given ten (10) days in advance and in the same manner as for the annual meeting.

Section 3.5 Quorum. A majority of the total membership interest of the Association, in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members.

Section 3.6 Presumption A member of the Association who is present in person or by proxy at a meeting of the Members at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Association within five (5) days after the adjournment thereof. Such right to dissent shall not apply to a Member who voted in favor of such action, in person or by proxy.

Section 3.7 Notice and Initiative. The issues to be voted on at any meeting of the membership shall be determined by the Board of Representatives; provided, that any issue proposed in writing by ten percent (10%) of the total membership interest shall be included on the agenda of the next meeting of the membership, subject to the notice provisions of this Section and of Sections 3.3 and 3.4. No issue may be voted on at any meeting of the membership unless such issue shall be described in the notice of such meeting sent to all Members in the exact language in which the issue will be voted by the Members. Said notice shall also include a proxy revocation/designation form to accomplish the purposes of Section 14.10 (2).

Section 3.8 Meeting Place. All meetings of the membership shall be held at such place within the Gilcrease Hills Development as may be designated by resolution of the Board of Representatives.

Provided, however, that upon the vote of seventy-five per cent (75%) of the members of the Board of Representatives, any meeting may be held at such other place within the boundaries of the city limits of Tulsa or within five (5) miles from any boundary of the Gilcrease Hills Development, as said Board may designate. In all instances, the place of the meeting shall be publicized in the notice of the meeting sent to the Members.

                            ARTICLE IV
                         PROPERTY RIGHTS

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Section 4.1 Use and Enjoyment Easements. Every Member, other than a Limited Member, shall have the non-exclusive right and easement of use and enjoyment in and to the Common Area and the Common Facilities. Every Limited Member shall have the non- exclusive right and easement to the use and enjoyment in and to the Common Area, only, unless otherwise granted the use of the Common Facilities by the Board of Representatives. Such easements shall be appurtenant to and shall pass with the title to every Lot, Parcel or Unit and shall be subject to the following provisions:

(a) The Association shall have the right to limit the number of guests of Members using the Common Facilities or the Common Area.

(b) The Association shall have the right to charge reasonable admission and other fees for the use of any Common facility;

(c) The Association, in accordance with its Articles and these by-laws, shall have the right to borrow money for the purpose of improving the Common Area and Common Facilities and in aid thereof to mortgage the same, and the rights of such mortgagee therein shall be subordinate to the rights of the Members; provided, however, that any mortgaging of any real property owned by the Association shall require the approval of seventy-five (75%) percent of the total membership interest of this Association.

(d) The Association shall have the right to suspend the right to use of the Common Areas or Common Facilities of any Member and/or delegated users (i) for any period during which any assessment or other financial obligation to the Association is delinquent; or (ii) after a hearing before the Board of Representatives held not less that forty-eight (48) hours nor more than fifteen (15) days after written notice thereof to said Member, for a period not to exceed sixty (60) days for any infraction of the Association's published rules and regulations;

(e) The Association, upon an affirmative vote of seventy-five percent (75%) of the total membership interest, shall have the right to dedicate, sell, lease or transfer all or any part of the Common Areas or Common Facilities to any third party or to any public agency, authority, or utility. Provided, however, that upon an affirmative vote of seventy-five percent of the members of the Board of Representatives, an easement may be granted over, under or across any part of the Common Area to any third party;

(f) Limited Members shall have access to only the bicycle paths, greenbelts, walkways and other Common Areas and shall specifically not enjoy the right to the use of the Common Facilities of the Association unless such right is granted by the Board of Representatives as provided in these by-laws. Provided,

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however, nothing herein contained shall be construed to prevent any Limited Member from being the guest of a Member other than a Limited Member.

Section 4.2 Delegation of Use. Any Member other than a Limited Member may delegate his right to use and enjoyment of the Common Area or Common Facilities, and a Limited Member may delegate his right to use and enjoyment of the Common Area, to the members of his family, his tenants, or contract purchasers, who reside on his Lot or in his Unit as the case may be, subject to such restrictions as may be imposed herein or by rules and regulations of the Association. Such delegation, except in the case of family members, must be in writing to the Association, signed by the Member. Nothing herein shall be construed to allow a Member to delegate his obligation to pay assessments or to abide by any provision of these by-laws or the rules and regulation of this Association.

                            ARTICLE V
                     BOARD OF REPRESENTATIVES

Section 5.1 Authority. The affairs of the Association shall be managed and controlled by the Board of Representatives and, subject to any restrictions imposed by law, by the Articles of Incorporation, or by these by-laws, the Board of Representatives may exercise all the powers of the Association. Until the first Representatives are elected and take office pursuant to Section 5.4, the existing Board of Directors of the Gilcrease Hills Area Association shall be deemed to be the Board of Representatives and shall exercise all powers and perform all duties conferred herein upon such Board, excluding reapportionment of electoral districts and changes in regular assessments.

Section 5.2 Number. The Board of Representatives shall consist of not less than ten (10) Representatives elected by district by the Members. In addition, the Declarant shall have the right to appoint two (2) Representatives to the Board of Representatives until the Declarant holds title to fewer than 25 Lots, Parcels and/or Units, or until the expiration of (5) years from the date of approval of these by-laws by the Federal Housing Administration, whichever first occurs. Provided, however, that only one of the Declarant's Representatives shall cast a vote, except in the event of a deadlock, in which case the Declarant's additional Representative shall cast a vote.

Section 5.3 Districts and Reapportionment. Upon the adoption of these by-laws, there shall be eleven (11) electoral districts, as set forth on the District Map appended hereto as Exhibit B. Provided however, that the district designated as District "K" on said Exhibit B shall not elect a Representative until such time as at least five (5) lots within said district are owned by a person or persons other than Declarant. At any annual or special meeting,

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the Board of Representatives may, by a three-fourths majority vote, increase or decrease (subject to Section 5.2) the number of districts or otherwise reapportion the District Map in such manner as it deems necessary to achieve more equal representation of the membership on the Board of Representatives, subject, however, to the following provisions:

(a) Any such reapportionment shall control the annual election of Representatives next following such vote, unless such reapportionment shall have been voted less than ninety (90) days prior to such annual election, in which case the reapportionment shall not take effect until the next annual election. No such reapportionment shall control any special election or recall election unless it shall have been in effect at the preceding annual election.

(b) After the first such reapportionment, which may occur at any time following the adoption of these by-laws, no reapportionment may be voted by the Board unless the preceding reapportionment shall have been in effect for at least two annual elections,

(c) No reapportionment shall, in and of itself, cause an election with respect to any district unless such reapportionment shall have changed the boundaries of such district so that:

(1) that district's then-present Representative no longer resides within the district; or

(2) two or more then-present Representatives, at least two of whom are serving unexpired terms or are eligible for re-election, reside in such reapportioned district or

          (3) over fifty percent (50%) of Members within such
     district, as reapportioned, were prior to such
     reapportionment in a different district.

Section 5.4 Election and Term of Office.

(a) Election of Representatives shall be by secret paper ballot cast in person or by absentee ballot, at an election conducted on the Tuesday immediately preceding the annual meeting of the membership. One Representative shall be elected from each district set out on the District Map then in effect. Each member, other than Limited Members, in each district shall be entitled to cast one vote for each Lot owned by such Member which has been subject to assessment, for the Representative to be elected from the district in which the Lot or Lots are situated. Limited members shall cast their ballot in the manner set out in Section 3.2.

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(b) Representatives, and candidates for the position of Representative, must hold title to at least one Lot in the district represented, must be a member in good standing as defined in Section 2.10 and may only represent one district regardless of the number of Lots owned.

(c) Representatives elected at the annual election shall take office at the next annual meeting of the Board Representatives. The election of each Representative shall be certified in writing, signed by the President and attested to by the Secretary. Such certification shall be provided the Representative, and a copy thereof placed in the Minutes of the Association. Representatives elected in special elections shall receive certification thereof and take office at the meeting of the Board next following the election.

(d) Only Members who have not been suspended for failure to pay assessments or other financial obligations may vote in elections for Representatives to the Board of Representatives.

(e) Elected Representatives shall serve a two (2) year term on the Board of Representatives. Elections shall be held on a staggered basis.

(f) Each newly elected Representative shall have the right and duty to name an Alternate Representative at least ten (10) days prior to the meeting of the Board at which he shall take office, in a writing mailed certified or registered to the attention of the Secretary of the Association or by presenting same in person to the Secretary; provided, that in the event the election does not precede the meeting at which he takes office by at least fifteen (15) days, the writing designating the Representative's Alternate may be presented to the Secretary at such meeting. The Alternate shall serve in any absence of the Representative.

(g) The Alternate shall be confirmed at the meeting of the Board at which said Alternate's Representative shall take office, with certification of such confirmation being presented to each Alternate in a writing signed by the President and attested to by the Secretary. A copy of such certification shall be placed in the minutes of the Association. Thereafter, no Alternate may be removed by the Representatives, except with the approval of a three-fourths (3/4) majority of the Representatives voting at a meeting.

Section 5.5 Removal. Any elected Representative may be removed from office for cause by vote of Seventy-five percent (75%) of the elected Representatives at any meeting duly convened. If a Representative is unable or unwilling to serve for any reason the Representative's Alternate shall serve for the unexpired term. Further, within twenty (20) days after receipt by the Board of

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Representatives of a petition signed by twenty percent (20%) of the Members in any district, the signatures on which have been certified by the Secretary of the Board, said Board shall cause to be held a recall election wherein the Members in the district shall vote whether to retain the district's Representative. In the event a two-thirds (2/3) majority of the Members voting in such secret ballot election vote for removal, the Alternate shall automatically become the Representative, and will then name an Alternate as set

out above, who may not be the recalled Representative.

Section 5.6 Compensation. No Representative shall receive compensation for any service he or she may render to the Association. However, any Representative may be reimbursed for his or her actual expenses incurred in the performance of duties if approved by the Board of Representatives in advance.

Section 5.7 Nominating Committee. A Nominating Committee, consisting of a Chairman, who shall be a member of the Board, and two (2) or more Members of the Association, shall be appointed by the Board immediately after each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine from each district in which a Representative is to be elected. Notice of the Nominating Committee's slate shall be published at least thirty (30) days prior to the Board election. Nominations may also be made by presenting to the Secretary of the Board of Representatives, at least twenty-one (21) days prior to a Board election, a petition containing at least twenty (20) signatures of members in good standing who own a Lot in the District wherein the candidate wishes to serve. Each signature must represent a single membership, supporting said candidate's nomination.

Section 5.8 Succession. No Representative, except the Representatives appointed by the Declarant, shall serve more than two (2) successive terms or parts thereof. Provided, however, that after a one (1) year absence from office, said Representative may stand again for election under the same terms. Provided, further, that service as an Alternate Representative shall not be included in the two-term limit, unless said Alternate serves at least one full year as Representative.

Section 5.9 Special Election. In the event that neither the Representative nor Alternate Representative is available to serve the term for the district, the Secretary of the Board shall call a special election to be held not less than thirty (30) days nor more than forty-five (45) days from the vacation of the seat. Only Members and Limited Members within the district may vote in the election for that district, which election shall be conducted as set out in Sections 5.4 and 5.7 above.

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Section 5.10 Representative Voting. Whenever Representatives are called upon to vote, whether pursuant to these by-laws or upon other issues brought before the Board, said vote must be cast in person by the Representative or his Alternate. Neither proxies nor absentee ballots shall be available for use in voting on issues before the Board of Representatives.

                            ARTICLE VI
             MEETING OF THE BOARD OF REPRESENTATIVES

Section 6.1 Regular Meetings. Regular meetings of the Board shall be held without specific notice, at such place and hour as may be fixed from time to time by resolution of the Board. The Board of Representatives shall hold its annual meeting in January of each year, at which time officers of the Association shall be elected. Notice to the membership of the time and place of all regularly scheduled meetings shall be published in the manner specified by these by-laws.

Section 6.2 Special Meetings. A special meeting of the Board Of Representatives may be held at such time and place as may be fixed by resolution of the Board or by written request of any two (2) Representatives. The Secretary or officer performing such duties shall give specific notice of the special meeting to each Representative at his usual business or residence address by mailing such specific notice at least seven (7) days before the meeting. Such specific notice need not specify the business to be transacted at, nor the purpose of, such meeting. No notice shall be necessary for any adjourned meeting. A waiver of specific notice of any special meeting, in writing, signed by the person or persons entitled to such specific notice, whether before or after the time stated therein, shall be equivalent to the giving of such specific notice. Attendance of a Representative at a meeting shall constitute a waiver of specific notice of such meeting, except where a Representative attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 6.3 Quorum. A majority of the total Board of Representatives shall constitute a quorum for the transaction of business, but any one or more Representatives, although less than a quorum, may adjourn the meeting to some other day or hour if this is the act of a majority of the Representatives present. The Act of the majority of the Representatives present at a meeting at which a quorum is present shall be the act of the Board of Representatives. For purposes of quorum determination, only one of Declarant's Representatives shall be counted.

Section 6.4 Procedure at Meeting. The President of the Association shall preside at the meetings of the Board. In his

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absence at any meeting the Vice-President of the Association shall preside. In the Absence of the Vice-President at any such meeting, a member of the Board selected by the Representatives present shall preside. The Secretary of the Association shall act as secretary at all meetings of the Board, or in his absence the presiding officer of the meeting may designate any person to act as secretary. At meetings of the Board of Representatives, business shall be transacted in such order as from time to time the Board may determine.

Section 6.5 Presumption. A Representative who is present at a meeting of the Board of Representatives at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Association within five (5) days after the adjournment. Such right to dissent shall not apply to a Representative who voted in favor of such action, or whose Alternate so voted.

Section 6.6 Action by Written Consent. Any action required to be or which may be taken at a meeting of the Board of Representatives may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by each Representative entitled to vote at such meeting, and such written consent shall have the same force and effect as a unanimous vote of the Board of Representatives.

Section 6.7 Business Affairs/Executive Committee. The Board of Representatives, by resolution, shall designate a Business Affairs/Executive Committee, a majority of the members of which shall be elected Representatives. The committee, may exercise such authority of the Board of Representatives in the business and affairs of the Association as the Board of Representatives may by resolution duly delegate to it, except where action by the Board of Representatives is specified by law or a specific number or percentage of Representatives are required by the Articles or these by-laws to approve such action. The designation of such committee

and the delegation thereto of authority shall not operate to relive the Board of Representatives, or any member thereof, of any responsibility imposed upon them. Any member of the Business Affairs/Executive Committee may be removed by the Board of Representatives by the affirmative vote of a majority of the total Board of Representatives whenever in the judgment of the Board the best interests of the Association will be served thereby. The Business Affairs/Executive Committee shall keep regular minutes of its proceedings and regularly report its actions to the Board of Representatives. The minutes of the proceedings of the Business Affairs/Executive Committee shall be placed in the minute book of

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the Association. The Business Affairs/Executive Committee shall be chaired by the President of the Association, or such other person designated as the chief staff person.

Section 6.8 Ad hoc Committees. The Board of Representatives may, for its convenience and at its discretion, appoint one or more ad hoc committees of one or more Representatives each. No such ad hoc committee shall have any power or authority except to advise the Board of Representatives; any such committee shall exist solely at the pleasure of the Board of Representatives; no minutes of the proceeding of any such committee need be kept, and no member of any such committee shall receive any compensation for such membership except by way of reimbursement for reasonable expenses actually incurred by him by reason of such membership, with prior approval of the Board.

Section 6.9 Standing Committee. The President shall appoint one Representative each to convene and serve as a member of the following standing committees: Finance, Maintenance, Architectural Control, Social/Recreational, Communications, Personnel, and Covenants. Each committee's duties and membership shall be defined by resolution of the Board passed from time to time. Provided, however, that the Architectural Control Committee's membership and duties are set out at Article IX herein. Each committee shall have regular meetings scheduled at the beginning of each year, with notice to all members of such committee meetings. Special meetings may be called by the Chair or any two members of such committee upon two days notice.

                           ARTICLE VII
        POWERS AND DUTIES OF THE BOARD OF REPRESENTATIVES

Section 7.1 Powers. The Board shall have the following powers:

(a) To exercise for the Association all powers, duties and authority vested in or delegated to this Association, not specifically restricted to the Member.

(b) To adopt and publish rules and regulations governing the use and enjoyment of the Common Area and Common Facilities, and the personal conduct of Members, delegated users and guests thereon, and to establish penalties for the infraction thereof.

(c) To suspend the right to use and enjoyment of the Common Facilities and/or the Common Area by a Member, delegated user or guest, for the reasons and in the manner set forth in Section 4.1(d).

(d) To declare the office of a representative to be vacant in the event such Representative shall be absent from three (3)

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consecutive regular meetings of the Board.

(e) To employ an executive director, managers, independent contractors or such other agents or employees as it deems necessary, and prescribe their duties; and

(f) To permit use of the Common Facilities by Limited Members, and to adopt, publish and enforces rules and regulations governing such use.

Section 7.2 Duties. The Board shall in general duly perform all duties conferred upon it by the Members, any law or public

     order and the Articles.  Specifically, the Board shall:

(a) Records. Cause to be kept a complete record of all

its acts and corporate affairs and present a statement thereof to the Members at their annual meeting:

(b) Supervision. Supervise all officers, agents and employees of this Association, and see that their duties are properly performed:

(c) Assessments.

          (1)  Fix, levy and collect the amount of the regular
     and any special assessments as provided in Article XIII
     hereof.

          (2)  Send written notice of each regular or special
     assessment to every Member subject thereto, and to
     governing association of each Self-Contained Multi-Family
     Development whose residents are subject thereto, in
     accordance with Sections 13.5 and 13.7; and

(3) Collect such assessments and all other financial obligations to the Association and, if necessary, commence to foreclose the lien against any property for which such assessments or other obligations are not paid or bring an action at law against those obligated to pay the same;

(d) Certificates. Issue, or cause the Treasurer to issue, upon demand by any person, a certificate setting forth whether or not any assessments have been paid. A reasonable charge may be made by the Board for the issuance of such certificates. If a certificate states that an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) Insurance. Procure and maintain reasonable amounts of liability and hazard insurance on property owned by the Association.

(f) Maintenance. Cause the Common Area and Common Facilities 13

to be maintained; and

(g) Reserve Funds. Cause any funds collected by the Association as a reserve for depreciating capital items within the Common Area or for the Common Facilities, or any funds allocated to such use pursuant to Section 12.1, to be deposited in a trust account and not commingled with the Association's general funds; and cause such funds to be used only for the purposes for which they are collected or allocated.

                           ARTICLE VIII
                    OFFICERS AND THEIR DUTIES

Section 8.1 Enumeration of Offices. The offices of this Association shall be a President and one or more Vice-Presidents, who shall at all times be members of the Board, a Secretary and a Treasurer, and such other officer as the Board may create pursuant to Section 8.4.

Section 8.2 Election of Officers. An officer, to be elected, must receive a simple majority of the votes cast by the members of the Board present at the meeting during which the election is held.

The election of officers shall take place at the annual meeting of the Board.

Section 8.3 Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year or until their successor is elected and qualified. No officer may hold the same office for more than two consecutive terms or portions thereof. Provided, however, that after a two- year absence from such office, an officer may again seek such office.

Section 8.4 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 8.5 Resignation and Removal. Any officer may be removed from office with or without cause by a majority of the Representatives voting at any meeting of the Board. Any officer may resign at any time by giving written notice to the 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 8.6 Vacancies. A vacancy in any office shall be filled as set out in Section 8.2 herein, expect that such election shall take place at the next regularly scheduled meeting of the Board. The officer elected to such vacancy shall serve for the

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remainder of the term of the office he replaces, and such remainder shall be considered as a term for the purposes of Section 8.3 herein.

Section 8.7 Multiple Officers. No person shall simultaneously hold more than one of any of the offices of this Association except in the case of special offices created pursuant to Section 8.4.

Section 8.8 Duties. The officers of the Association shall have such powers and duties, except as modified by the Board of Representatives, as generally pertain to their offices, as well as such powers and duties as shall be conferred by the Board of Representatives and by these by-laws.

(a) The President. The President shall be the chief executive officer of the Association, and shall have general direction of the affairs of the Association and general supervision over its several officers. He shall preside at all meetings, and thereat and from time to time, report to the Board of Representatives all matters within his knowledge which, in his opinion, the interest of the Association may require to be brought to their notice; shall sign and execute in the name of the Association all contracts or other instruments authorized by the Board of Representatives, except in cases where the signing and execution thereof shall be expressly delegated or permitted by the Board or by these by-laws to be performed by some other officer or agent of the Association; shall co-sign with one other officer as shall be designated by the Board in a resolution passed at a regular meeting of the Board, all promissory notes and all other evidences of indebtedness of the Association; and in general shall perform all duties and exercise all powers incident to the office of President, and such other duties and powers as may from time to time be prescribed by the Board of Representatives."

(b) The Vice Presidents. At the written request of the President, or in his absence or disability, the Vice President(s) shall perform the duties and exercise the power of the President, and shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board of Representatives or the President.

(c) The Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the Board and all meetings of the Members and shall cause to be recorded all votes taken and the minutes of all proceedings to be recorded and filed in a book to be kept for that purpose; shall maintain a book of resolutions passed by this Association or its predecessors, and have the same available at all meetings of the Board; shall give, or cause to be given, notice of all meetings of the members and of the Board of Representatives, certify the results of all elections and the

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authenticity of all petitions, and shall in general perform all duties and exercise all powers incident to the office of Secretary and such other duties and powers as may from time to time be prescribed by the Board of Representatives or the President.

(d) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds, notes, and other valuables of the Association; shall deposit or cause to be deposited, all funds in the name of the Association in such banks, trust companies, or depositories as shall be selected in accordance with the provisions of these by-laws; shall keep or cause to be kept, complete and accurate records of account, showing at all times the current financial condition of the Association; shall render a statement of the financial affairs of the Association at the annual meetings of the Members and the Board of Representatives; and shall in general perform all duties and exercise all powers incident to the office of Treasurer and such other duties and powers as may from time to time prescribed by the Board of Representatives or the President.

(e) Assistant Officers. Any Assistant Secretary or Assistant Treasurer appointed by the Board of Representatives shall have power to perform, and shall perform, all duties incumbent upon the Secretary or the Treasurer of the Association, respectively, subject to the general direction of the officers, and shall perform such other duties as the by-laws may require or the Board of Representatives may prescribe.

(f) Salaries. No officer shall receive compensation by reason of the fact that he is an officer of the Association.

(g) Delegation. The Board of Representatives may delegate temporarily the powers and duties of any officer of the Association, in case of his absence or for any other reason, to any other officer, and may authorize the delegation by any officer of the Association of any of his powers and duties to any agent or employee subject to the general supervision of such officer.

                ARTICLE  IX  ARCHITECTURAL CONTROL

Section 9.1 Architectural Control Committee. There is hereby created an Architectural Control Committee, consisting of at least five (5) Members other than Limited members, at least one of whom shall be a member of the Board of Representatives. The Architectural Control Committee shall be appointed by the President, with approval of a majority of the total Board of Representatives, at the first Board meeting following the initial Election of Representatives, and thereafter the Architectural Control Committee shall be appointed each year at the annual meeting of the Board. A record of the membership of said Committee shall be maintained in the minute book of the Association.

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Section 9.2 Replacements or Modifications. No Member shall commence the rebuilding of destroyed structures, or make any alteration, addition, or modification to the exterior portion of his residence, including but not limited to landscaping, fencing, driveways or painting, until the building plans, specifications and plot plans for such proposed construction, alteration, addition or modification have been approved in writing by the Architectural Control Committee. The Committee, as a condition of giving any such approval, may require that said plans, specifications and plot plans shall comply with such conditions as the Committee may, in its discretion, impose as to the type of building materials to be used, or other features or characteristics thereof, including finished ground elevation. The Committee may also require that the exterior finishing color and the architectural style or character of such building or improvement shall be such as, in the discretion of the Committee, is compatible with the general architectural style and character of existing structures erected in the Gilcrease Hills Development. Should the Committee fail to approve or disapprove such design, plan or specifications within thirty (30) days after the same have been submitted to it, absent written notice to the applicant of an extension in time, then such applicant shall petition the Board of Representatives who shall have the right of approval or disapproval without further action on the part of the Committee.

Section 9.3 Approval of Architectural Plans. Application to the Architectural Control Committee for approval of plans or proposed changes shall be made on application forms which the Committee shall prescribe and shall be accompanied by such reasonable fee as the Board may prescribe to cover the costs of processing the application. Notice of action taken by the Committee shall be presented to the Board, no later than the next board meeting.

Section 9.4 Board Approval. Approval or disapproval by the Architectural Control Committee shall also constitute approval or disapproval, as the case may be, of the Board of Representatives unless the Board shall, by a two-thirds majority vote, reject, in whole or in part, the recommendations of the Architectural Control Committee. Provided, however, that if the Board does not act at the board meeting next following receipt of the notice of the action taken by the Committee, then the action of the Committee shall be deemed affirmed.

Section 9.5 New Construction Architectural Review Board. The Declarant shall, pursuant to the authority granted in the various Declarations, set up a separate New Construction Architectural Review Board, which shall review and control only new construction, and shall not operate under the direction or authority of the Board of Representatives. This Review Board shall follow the guidelines and directives set out in the appropriate Declarations and shall

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give consideration to the guidelines promulgated by the Architectural Control Committee. All records of the Review Board shall be available, on a timely basis, to the Board of Representatives and, upon request, a member of the Review Board shall meet with the Board of Representatives to discuss actions taken or guidelines promulgated by the Review Board. Provided, however, that at such time as the Declarant no longer holds title to any Lot or Parcel, and after the Declarant has taken action through the Review Board on all properties it has sold, or if the Declarant notifies the Board of Representatives in writing that it no longer desires to exercise its rights and carry out its duties under this Section 9.5, the duties of the Review Board shall merge with and become an integral part of the duties of the Architectural Control Committee.

                            ARTICLE X
                     ARCHITECTURAL GUIDELINES

Section 10.1 Promulgation of Guidelines. The Architectural Control Committee shall have the power to promulgate and submit to the Board of Representatives Architectural Guidelines setting forth the detailed control of architectural design and landscaping for Gilcrease Hills. The Board of Representatives shall take every reasonably necessary act to ensure that the Architectural Guidelines are fully complied with at all times by all Members of the Association, including the institution of any law suit for the enforcement thereof.

Section 10.2 Ratification and Effective Date of Guidelines. Any Architectural Guidelines promulgated by the Architectural Control committee shall be effective immediately upon ratification by the Board of Representatives, pursuant to Section 10.3 through 10.5.

Section 10.3 Proposal of Guidelines and Amendments. The Architectural Guidelines and amendments thereto promulgated by the Architectural Control Committee may be ratified by the Board of Representatives in accordance with the following procedure:

(a) Submission. The Architectural Control Committee shall submit, in writing, to the Board of Representatives any and all proposed amendments of the Architectural Guidelines.

(b) Publication. Upon receipt of proposed Architectural Guidelines or amendments from the Architectural Control Committee, the Board of Representatives shall give notice of such proposed guidelines or amendments to Members of the Association and all other persons designated as interested parties by the Board of Representatives, setting forth in such notice a date, time and place at which Members and interested parties may review said guidelines. Any member may, by written request, filed with the

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Secretary within fifteen (15) days from the date on which the guidelines become available for review, cause the Board of Representatives to hold a public hearing on the proposed guidelines or amendments. Such hearing of protest by the Board of Representatives shall take place not less than ten (10) nor more than twenty (20) days following the date of receipt by the Secretary, of the written hearing request.

Section 10.4 Board Approval. Subsequent to the publication of the proposed guidelines or amendments and the hearing thereon and revisions thereto, if any, the Board of Representatives shall proceed to vote thereon. If no hearing is requested within the time limits set out, the Members shall be presumed to approve of the guidelines or amendments. The Board of Representatives shall cause written notice of the results of such vote to be mailed to all Members. In the event any or all of the proposed guidelines or amendments to the Architectural Guidelines are adopted by the Board of Representatives, copies of the guidelines or amendments as adopted by the Board of Representatives, shall be made available to all Members.

Section 10.5 Interim Guidelines. Until new Architectural Guidelines promulgated and ratified pursuant to this Article X shall become effective, the architectural guidelines for the Gilcrease Hills Development in effect prior to January 1, 1980 shall, insofar as they apply to existing residences, remain in full effect and be deemed to be the Architectural Guidelines of this Association.

                            ARTICLE XI
                        BOOKS AND RECORDS

Section 11.1 Inspection of Records. The books and records and papers of the Association shall at all times during reasonable business hours, be subject to inspection by any Member or representative or agent thereof. Any Declaration, the Articles and these by-laws shall be available for inspection by any such persons at the principal office of the Association, where copies may be purchased at a reasonable cost. Provided, however, that the financial records of individual Member Accounts shall not be subject to inspection or otherwise made public without approval of the Member, except for certificate by the Treasurer of the status of the account as stated in Section 7.2(d).

Section 11.2 Audit. There shall be an annual audit of the books and records of the Association by an independent Certified Public Accountant and an copy thereof shall be kept at the offices of the Association available to each Member within thirty (30) days after completion thereof. Any Member requesting a copy shall receive one within five (5) days after payment of the copying and mailing cost thereof.

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                           ARTICLE XII
                ALLOCATION OF INCOME AND EXPENSES

Section 12.1 Application of Income. The Association shall apply all its revenue from whatever sources derived to the payment of its operating expenses and to other necessary items of disbursement, inclusive of but not limited to, retirement of indebtedness, if any, and construction and improvement of the Common Areas or Common Facilities. In addition, the Association may establish reasonable cash reserves for anticipated future disbursements for maintenance and replacement of depreciating capital items, construction and improvement of the Common Area or Common Facilities, and the retirement of debt not subject to amortization. At the End of each fiscal year, any funds remaining after such provisions for anticipated future disbursements shall, in the discretion of the Board of Representatives, be:

(a) applied to the construction or improvement of additional Common Facilities for the benefit of the Members of the Association; or

(b) applied to reduce the next fiscal year's assessments, provided, however, that the Board of Representatives shall not permit an unreasonable accumulation of undesignated funds of this Association. It is the intention of this provision to impose an affirmative obligation on the Board of Representatives to expend or establish cash reserves for future disbursements for maintenance, replacement of depreciating capital items, and the establishment of reserves for the construction of recreational facilities or the retirement of debt not subject to amortization.

Section 12.2 Allocation of Operating Deficits. In the event that the Association has an operating deficit at the end of its fiscal year, after having applied all prior years' surplus earnings, the Board of Representatives may, by seventy-five (75%) majority vote, levy a special assessment for the payment of such deficit, which special assessment shall be allocated and collected in the manner set forth in Section 13.7.

                           ARTICLE XIII
                           ASSESSMENTS

Section 13.1 Obligation and Lien. Every Member of this Association, unless otherwise provided herein, shall be subject to the obligation to pay regular and special assessments for the development, maintenance, improvement and preservation of the Common Facilities and Common Areas and for the operations of the Association including the promotion of the general health, recreation, safety and welfare of the residents in the Gilcrease

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Hills Development. Such assessments shall be as determined from time to time by the Board of Representatives of this Association. The regular and special assessments, together with interest, costs of collection and attorneys fees in connection therewith shall be the personal obligation of each Member to the extent that such assessment applies to his Lot or Unit. Each Member shall, upon becoming a Member of this Association by reason of ownership of a Lot or Unit, be deemed to have granted to this Association present lien upon his Lot or Unit to secure the payment of all current and future assessments upon his membership interest.

Section 13.2 Regular Assessments. The following schedule of regular assessments shall be effective from January 1, 1980 and continue until changed as hereinafter provided:

(a) Occupied Lot - $18.00 per month. A Lot shall be assessed as an Occupied Lot commencing with the first month or part thereof when either: (1) such Lot is actually occupied as a residence or (2) the Board of Representatives determines, based upon objective criteria, that such Lot is occupied. Once a Lot becomes an Occupied Lot, its status for purposes of assessment shall not thereafter change.

(b) Unoccupied Lot - At the time Declarant deeds any Lot, the purchaser shall pay a single payment, equal to a six-month regular assessment for an Occupied Lot, which payment shall be the sole assessment against such Lot until it shall become an Occupied Lot or Joint Lot.

(c) Joint Lot - With respect to any single family dwelling constructed on more than one (1) Lot in such a manner that some portion of the dwelling contacts some portion of each Lot, the Member shall be assessed at the rate of one Occupied Lot. Provided, however, that in the event the Member or some third party secures a lot split, the newly split-off Lot shall, at the date such split is approved, be deemed an Unoccupied Lot, and be subject to the assessment set forth in subparagraph (b) above, and the Lot on which the dwelling is located shall continue to be assessed as an Occupied Lot.

(d) Lot Owned by Declarant - With respect to Lots owned by Declarant and being assessed prior to January 1, 1980, Declarant shall be assessed at the rate in effect for Occupied Lots. With respect to Lots owned by Declarant in any subdivision either not subject to a Declaration or otherwise not assessed prior to January 1, 1980, Declarant shall be assessed at a rate equal to one-half of the rate in effect for Occupied Lots. The Obligation for such new assessment shall commence thirty (30) days following the later of: (1) the first sale by Declarant of a Lot in such subdivision; or (2) certification by Declarant's engineer of record of the

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completion of all curbs and gutters in such subdivision. With respect to each such Lot, the assessment shall continue for a period of one (1) year or until the conveyance of such Lot to any third party, whichever first occurs. Declarant shall not be subject to any other assessment.

(e) Unit in a Self-Contained Multi-Family Development - Ten percent (10%) of the rate charged for an Occupied Lot. Provided, however, that such assessments shall be paid to the Association by the governing association of such development in a monthly lump sum equal to the sum of the amounts due from all sold or occupied units within such development.

Section 13.3 Changes in Regular Assessments. The regular assessments may be increased or decreased up to an amount equal to the percentage increase or decrease in the Consumer Price Index for Urban Wage Earners and Clerical Workers published by the United States Department of Labor Bureau of Labor Statistics (the "Index") from the Index in effect at the time of the last previous change in the regular assessments, or in comparable assessments levied by the Association's predecessors, upon a vote of Seventy-five percent (75%) of the total Board of Representatives. Should the Index be discontinued or modified, the Board, by a three-fourths majority vote, shall substitute an equivalent index. Any increase or decrease in excess of such amount shall require the approval of a majority of those Members of the Association who vote at an election either (1) in person at a meeting or (2) by secret paper ballot. Nothing herein shall be construed to permit any change in the percentage relationships among the various classes of assessments set forth in 13.2(a) through (3) other than by amendment of these by-laws.

Section 13.4 Regular Assessment Periods. The regular assessment period shall be from January 1 to December 31 of each year; provided, however, that the first regular assessment period for any new subdivision created under any Declaration shall commence when the first owner of a Lot or Unit in such subdivision becomes a Member of this Association and continue to December 31 of such first year.

Section 13.5 Time for Determination of Regular Assessments. The Board of Representatives of the Association shall fix the amount of the regular assessments for each year at least sixty (60) days prior to January 1 of such year, whether voted on by the Members or by the Board. Written notice of any changes in the regular assessments shall be sent to each Member of this Association at least thirty (30) days prior to the effective date of such assessments.

Section 13.6 Payment. The regular assessments with respect to Occupied Lots, Joint Lots, Lots owned by Declarant, and Units in Self-Contained Multi-Family Development shall be payable monthly in

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advance. Payment with respect to Unoccupied Lots shall be due thirty (30) days from acquisition of title to the Lot. Any payment not made within thirty (30) days from the due date shall be deemed delinquent and may be subject to a uniform penalty.

Section 13.7 Special Assessments. In the manner and for the purpose set forth in Section 12.2, the Board of Representatives of this Association may fix, levy and assess upon all Members owning Occupied Lots and Joint Lots a special assessment for operating deficits, on the following basis:

Each such Member shall pay that fractional part of the Association's deficit which the number of Occupied Lots and Joint Lots owned by him bears to the total number of such Lots. Provided, however, that in the event a Lot becomes an Occupied Lot or Joint Lot during the year, the owner hereof shall pay with respect to such Lot an amount equal to the sum of a full Member's share multiplied by a fraction the numerator of which is the number of months or partial months the Lot has been assessed as an Occupied Lot Or Joint Lot and the denominator of which is the total number of months of the fiscal year.

Such special assessments shall be payable as specified by the Board of Representatives of the Association, which may either be monthly or in one (1) or more installments. No special assessments shall be due until thirty (30) days after notice to the Members subject thereto.

Section 13.8 Uniformity. All assessments, whether regular or special, shall be uniform as among the lots or units within each category subject thereto. The Board of Representatives shall have the authority, however, to grant a uniform discount, not exceeding ten percent (10%) to owners of Occupied Lots or Joint Lots who elect to pay their regular assessments for twelve months in advance, subject to any change in the regular assessments which may be made pursuant to Section 13.3 during such period.

Section 13.9 Enforcement. Each regular assessment, special assessment or other financial obligation to the Association shall be the separate, distinct and personal debt and obligation of the owner of the Lot or Unit against which the same is assessed. In the event of a delinquency in payment of any such assessment or financial obligation, and in addition to any other remedies herein or by law provided, the Association may enforce each such obligation as follows:

     (a)  By suit or suits at law to enforce each such assessment
or other financial obligation.  Each such action shall be brought
in the name of the Association and such act shall be deemed to be

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on behalf of all the Members. The owner of any such Lot or Unit shall be additionally liable to the Association for reasonable attorneys' fees incurred by the Association in collecting such delinquent assessment or other financial obligation. Upon full satisfaction of any such judgment, it shall be the duty of the Association by an authorized officer thereof to execute and deliver to the judgment debtor an appropriate satisfaction thereof.

(b) At any time after ten (10) days after the occurrence of any such delinquency, the Association may give mailed, written notice to the delinquent Member, which notice shall state the date and amount of the delinquency, and make a demand for payment thereof. If such delinquency is not paid within then (10) days of such notice, the Association may file a claim under the lien provided for in Section 13.1 above against the Lot or Unit of such delinquent Member. Such lien shall state (1) the name of the delinquent Member; (2) a description of the Lot or Unit against which claim of lien is made; (3) the amount claimed to be due and owing; (4) that the lien is asserted by the Association pursuant to the terms of the Declaration to which the Lot or Unit is subject (giving the date of execution and the date, book and page references of the recording thereof in the Office of the County Clerk of Osage County, Oklahoma) and pursuant to these by-laws; and (5) that a lien is claimed against the described Lot or Unit in an amount equal to the amount of stated delinquency. Any such claim shall be signed and acknowledged by any two (2) or more members of the Board of Representatives and shall be dated as of the date of the execution of the last such Board member to execute said claim.

The lien may be foreclosed by appropriate action in court or in the manner provided by law for of foreclosure of a mortgage under power of sale. In the event such foreclosure is permitted by law.

In the event the foreclosure is under power of sale, any person designated by the Association in writing shall be deemed to be acting as the agent of the lienor and shall be entitled to actual expenses and such fees as may be allowed by law or as may be prevailing at the time the sale is conducted. The certificate of sale shall be executed and acknowledged by any two (2) members of the Board or by the person conducting the sale. A deed upon foreclosure shall be executed in like manner.

Section 13.10 Mortgagee Protection. Any lien created upon a Lot or Unit shall be subject and subordinate to, and shall not affect the rights of the holder of the indebtedness secured by any recorded first or subsequent mortgage or deed of trust (meaning a mortgage or deed of trust with first priority over other mortgages or deeds of trust) upon such Lot or Unit made in good faith and for value. No amendment to this paragraph shall affect the rights of the holder of any such mortgage or deed of trust recorded prior to adoption of such amendment who does not consent in writing thereto.

The benefits of this provision may be extended to mortgage or deeds not otherwise entitled thereto by subordination agreement

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executed by a majority of the total Board of Representatives.

                           ARTICLE XIV
                          MISCELLANEOUS

Section 14.1 Contracts. The Board of Representatives may authorize any officer or officers, agent or agents, of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Representatives or by these by-laws, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

Section 14.2 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officers or employees of the Association as shall from time to time be authorized pursuant to these by-laws or by resolution of the Board of Representatives.

Section 14.3 Depositories. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Representatives may from time to time designate, upon such terms and conditions as shall be fixed by the Board of Representatives. The Board of Representatives may from time to time authorize the opening and keeping with any such depository as it may designate of general and special bank accounts, and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these by-laws, as it may deem expedient.

Section 14.4 Bonds. The Board of Representatives may require every or any employee or officer of the Association who handles funds of the Association to be covered by a good and sufficient fidelity bond in an amount and with a surety as may be specified and approved by the Board of Representatives and at cost to the Association.

Section 14.5 Corporate Seal. The corporate seal shall be in such form as the Board of Representatives shall approve and such seal, or a facsimile thereof, may be impressed on, affixed to, or in any manner reproduced upon, instruments of any nature required to be executed by officers of the Association.

Section 14.6 Fiscal Year. The fiscal year of the Association shall begin January 1 and end on December 31 of each year unless a different year is specified by resolution of the Board of Representatives.

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Section 14.7 Acceptance of Gifts. The President may accept on behalf of the Association any contribution, gift, bequest or devise of property not encumbered by any mortgage or other credit instrument and intended for the general purpose or for any special purpose of the Association. All gifts, contributions, bequests or devises of property encumbered by any mortgage or other credit instrument, may be accepted only by the Board of Representatives.

Section 14.8 Prohibition Against Sharing in Trust Earnings. No member of the Board of Representatives, Member, officer, or employee or member of a committee, or person connected with the Association, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Representatives, except as such compensation may be prohibited by Section 5.6; and no such person or persons shall be entitled to share in the distribution of any of the Association assets upon the dissolution of the Association. All Members of the Board of Representatives shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Representatives shall be distributed, transferred, conveyed, delivered, and paid over, as provided by law.

Section 14.9 Indemnification. The Association shall indemnify every Representative, officer or committee member of the Association who was or is a party or if threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a Representative, officer or committee member of the Association, or is or was serving at request of the Association as a director, officer or committee member of another corporation, partnership, joint venture, trust or other enterprise of the Association, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his 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 good faith and in a manner which he reasonably believed to be in or not

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opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Association shall indemnify every director, officer or committee member of the Association who was or is a party or is threatened to be made a party or to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a Representative, officer or committee member of the Association, or is or was serving at the request of the Association as a director, officer, committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of the Association against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association.

The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of the Members or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a Representative, officer or committee member and shall inure to the benefit of the heirs, executors and administrators of such a person.

Provided, however, that to the extent that any individual indemnified herein is covered by any insurance, the indemnification herein shall be reduced as to that individual by that amount and each indemnified individual shall be deemed to waive any right of collection or contribution he might have thereby. Provided, further, that all such indemnified individuals shall, if requested by the Board, cooperate and assist with the Board in collecting any such insurance or other similar payments.

Section 14.10 Proxies. At each meeting of Members, each Member may vote in person or by proxy unless otherwise designated herein. For each meeting, each Member shall be deemed to have given his or her proxy to his or her Representative unless said member is (1) present at such meeting, or (2) unless such Member files or causes to be filed with the Secretary prior to such meeting, a writing either (a) designating some party other than said Member's Representative as his proxy, or (b) revoking altogether his proxy. Any revoked proxy shall be counted as an absence at the meeting for purposes of establishment of a quorum. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. No proxies may be utilized in paper ballot elections. The Association shall provide absentee

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ballots in all paper ballot elections.

Section 14.11 Election Procedures.

(a) The Board shall appoint, at its annual meeting each year, a seven (7) member Election Board, which shall be made up of at least two members of the Board of Representatives, and the Secretary of the Association. All other members shall be selected from among the Members, excluding Limited Members. The Election Board shall conduct all elections, including, among other things, the causing to be printed proxy forms and ballots, drafting of the language of all issues upon which a vote shall be had, and drafting of notices of all elections.

(b) The Election Board shall count all ballots cast in each election, and shall cause the Secretary to certify the results of each election and publish same in the Association's regular publication, if any. If no such publication exists, then by the posting the results in a conspicuous place at the Association's principal office.

(c) Elections may be held either at a public meeting or by secret paper ballot unless otherwise required herein.

(d) The results of any election may be contested either by a candidate in a Representative election or by twenty-five Members signing a petition demanding such appeal which must be filed with the Secretary or Assistant Secretary within seventy-two (72) hours of the election, Sundays and legal holidays excluded. No time limit shall apply to appeals based upon an allegation of fraud. A three-member panel of the Election Board, who shall be designated the Appeal Panel and appointed by the Election Board at its first meeting, shall hear the appeal within ten (10) working days after the appeal is demanded at a public hearing held at the Principal office of the Association.

The Appeal Panel shall, if they determine that irregularities have caused or could cause a mathematical uncertainty as to the outcome of any election, recommend to the Election Board that a new election be held within thirty (30) days from the date of the contested election. The Election Board shall, within forty-eight (48) hours, accept or overrule the findings of the Appeal Panel by a majority vote of the members of the Election Board, including the members of the Appeal Panel.

The ruling of the Election Board must be appealed to the Board of Representatives by a certified or registered letter postmarked within forty-eight (48) hours after the decision of the Election Board has been presented to the parties to the controversy, Sundays and legal holidays excluded. The Board of Representatives shall have the authority, by a vote of two-thirds (2/3) of the Representatives voting, to overrule the Election Board. Such vote

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shall be taken in public at a meeting called for such purpose within seventy-two (72) hours after receipt of the notice of appeal. The action of the Board shall be final.

(e) Any member of the Board of Representatives, the Election Board or the Appeal Panel, who is a candidate in the disputed election, may not take part in the conduct of the election or the hearing of the Appeal thereof, nor may said Representative's Alternate, if any, take part. A deadlock caused by disqualification of any member shall be construed as a rejection of an appeal or a "no" vote, as the case may be.

(f) The first election held after the adoption of these by- laws shall be conducted by the sitting Board of Directors of the Gilcrease Hills Area Association, who shall appoint a three-member Election Task Force to conduct such election.

(g) The Election Board shall have the authority to promulgate and publish additional rules and regulations for elections, so long as such rules and regulations do not conflict with these by-laws in general and this Section 14.11 in particular.

Section 14.12 Notice. Whenever notice to the Members is required to be given by these by-laws, unless it shall otherwise be specified herein, such notice shall be given by publishing of same in the periodical publication of the Association. If no such publication exists, such notice shall be posted in a conspicuous place at the principal office of the Association and each Member shall be notified by mail of the posting of the notice and the place where the entire notice may be reviewed.

                            ARTICLE XV
                            AMENDMENTS

Section 15.1 Amendments. These by-laws may be altered, amended, or repealed, or new by-laws may be adopted, by seventy- five (75%) of the Members voting in person or by proxy at any duly held meeting of the membership. Provided, however, that any amendment of these by-laws which affects the rights and obligations of the Declarant will require the approval of the Declarant in writing, so long as the Declarant owns a Lot, Parcel, or Unit in the Gilcrease Hills Development.

                     Certificate by Secretary

The undersigned, being the Secretary of Gilcrease Hills Homeowners Association hereby certifies that the foregoing code of by-laws were duly adopted by the membership of said Association on February 9, 1980 and were amended on July 28, 1993.

IN WITNESS WHEREOF, I have signed this certification on this 29

the 28th day of July, 1993.

(Seal of Gilcrease Hills HOA)

Pat Bartlett

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