BYLAWS OF INDIAN HILLS PROPERTY OWNERS ASSOCIATION ARTICLE I PURPOSE The purpose of this organization shall be to promote the

recreation, health, safety and welfare of the residents and property owners of the INDIAN HILLS UNITS 1-4 and LITTLE WALNUT MOBILE RANCH UNITS 1-2, hereafter to be known as the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, a subdivision in Grant County, New Mexico, and such additions thereto as may hereafter be brought within and made legally subject to the jurisdiction of this association. In support of these purposes and to aid in the accomplishment of the objects for which this association is organized, the association shall do any or all of the following: 1. Enforce any and all covenants, restrictions and agreements applicable to any or all lots within The Properties. 2. And, insofar as permitted by law, do any other thing that, in the opinion of the board of Directors, will promote the common benefit, welfare and enjoyment of the residents of The Properties. The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members; provided, however, the association shall have the right to establish a reserve fund. The association shall further have the power to do all things necessary, suitable, incidental, proper and advantageous for the accomplishment of any of the purposes or for the attainment of any one of the objects herein enumerated, and is to have the same power in such respects as any ordinary individual might have, and the enumeration of any one or more of the powers set forth in these ByLaws shall not be construed as a limitation upon the other powers which might be reasonably implied from the language used herein; and in addition, any other rights, powers and privileges granted by the laws of the State of New Mexico.

ARTICLE II MEMBERSHIP Membership shall be open to all persons or entities that are record owners of property in the INDIAN HILLS UNITS 1-4 and LITTLE WALNUT MOBILE RANCH UNITS 1-2, provided, however, that any person or entity holding only an interest as security for indebtedness shall not be a member. ( Amended 03/29/2008) There shall be four (4) classes of membership which shall be open to all persons or entities who are record owners of property in the INDIAN HILLS UNITS 1-4 and LITTLE WALNUT MOBILE RANCH UNITS 1-2. Provided, however, that any person or entity holding only an interest as security for an indebtedness shall not be members. Class 1 shall consist of record owners of 1 to 5 lots and members of this Class shall be entitled to one (1) vote. Class 2 shall consist of record owners of 6 to 10 lots and members of this Class shall be entitled to one (2) vote. Class 3 shall consist of record owners of 11 to 15 lots and members of this Class shall be entitled to one (3) vote. Class 4 shall consist of record owners of 16 or more lots and members of this Class shall be entitled to one (4) vote. If the lots in a Class are owned by more than one person, such Class shall be entitled its stated vote and the owners shall notify the secretary of the Association in writing of the name of the co-owner entitled to vote at least 10 days prior to any special or annual meeting of the membership. Fractional votes shall not be recognized. The rights and privileges of memberships are subject to the payment of annual and special assessments levied by the Association. The membership rights and privileges of any person, subject to the annual and special assessments, may be suspended by action of the Directors during the period that such obligations remain unpaid; but upon payment of such obligations the rights and privileges shall automatically be restored.

ARTICLE III DUES AND ASSESMENTS (Amended 07/21/2005) (04-25-2009) Members of the Association shall pay an initiation fee of Twenty-Five ($25.00) Dollars for the first fiscal year of membership. Thereafter, Fifteen ($15.00) Dollars per calendar year on in such amount and at such times as fixed and determined by a majority vote of the members present in person or by proxy at a special or annual meeting of the membership called and held in accordance with the ByLaws of the Association. ARTICLE IV MEETINGS An organizational meeting shall be held on 15 days notice to all record property owners within the subdivision/s for the purpose of electing a Board of Directors. The newly elected Directors shall hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the organizational meeting of the membership, or at the time and place of such meeting fixed by consent of all the Directors. (Amended 07/03/2003) Thereafter, meetings shall be held at least annually on the last Tuesday of January of each year, beginning with the year 1987, at 7:00 oclock P.M.. At each annual meeting the membership entitled to vote shall, by plurality vote, by ballot elect a Board of Directors and they may transact such other business as stated in the notice of the meeting, or as may be brought to the attention of the directors. General and special meetings of the members may be called by the President or by a majority of the Board of Directors.

Upon the written request, stating the reasons for such meeting, of 10% or more of the members in good standing, the President shall call a special meeting of the members of the Association at the date requested. A quorum at all meetings shall consist of at least 10% of the members in good standing, or their proxies, entitled to vote. Voting at all meeting shall be a majority vote cast in person or by proxy. Proxies shall be in writing subscribed by the member and shall be presented to the presiding official of the meeting to be qualified. The President, or in his absence Vice President, or in the absence of the Vice president or the President a chairman selected by the members present shall call the meeting to order to act as chairman. The Secretary of the Association shall act as secretary of all meetings of the members. In the absence of the Secretary, the President may appoint any person to act as secretary for such meetings. Minutes of all meetings shall be made in writing and duly read or submitted to the next annual; or special meeting. At each annual meeting replacements shall be elected to fill the vacancies of those members of the Board of directors whose term of office has expired. Written notice starting the place and time of the meeting and general nature of business to be considered shall be given by the Secretary to each member entitled to vote at his last known post office address at least 15 days and not more than 30 days before the meeting in the case of an annual meeting, or at least 5 days and not more than 15 days before the meeting in case of a special meeting. Regular meetings of the Board of Directors may be held without notice at such times and places as shall be determined from time to time by resolution of the Directors. Regular meetings of the Board of Directors may be held at such places and times as shall be agreed to beforehand by the directors provided that all directors shall be given notice of the time and place at least 10 days and not more than 30 days before a meeting.

ARTICLE V
DIRECTORS (Amended 04/24/1990) The affairs of this Association shall be managed and controlled by the board of Directors. The Board of Directors shall consist of not less than four (4), nor more than nine (9) members, including officers of the Association. Directors, other than officers, shall be elected at the first annual meeting of the Association, and every subsequent annual meeting of the Association from the members in good standing, for a term of three (3) years except that their terms of office shall be so arranged that no more than two (2) will expire in any one year. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present in any meeting shall prevail. The Board of Directors may designate the order of business at their meetings. In the absence of any such designation by the Directors, the President shall establish the order of business. At all meetings of the Board of Directors, the President, or in his absence, the Vice President, or a Chairman chosen by the Board, shall preside. In the case a vacancy on the Board of Directors for any cause, the remaining Directors may by majority vote elect a successor to hold office until the next annual meeting of the membership. The Board of Directors may create standing committees for any purpose or purposes; such committees shall have such powers as shall be specified in the resolution creating them. The Board of Directors shall have such further powers as are generally vested in any corporate Board of Directors.

ARTICLE VI
INDEMNITY The Corporation shall, to the extent legally permissible, indemnify each of its Directors and Officers and persons who serve at its request as Directors or Officers of another organization in which it directly or indirectly owns shares or of which it is a creditor, against all liabilities, expenses and costs (including attorneys fees) imposed upon or reasonably incurred by him in connection with any claim asserted against him, by action in court or otherwise, or with which he may be threatened, while in office or thereafter, by reason of his acts or omissions as such Director or Officer, unless in such proceeding he shall be finally adjudged not to have acted in good faith in the reasonable belief that his action was in the best interest of the Corporation; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such Director or Officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification, (a) by a vote of the Directors in which no interested Director participates, or (b) by a vote or the written approval of the members of the Corporation at the time having the right to vote for Directors, not counting as voting members any interested Director or Officer. Such indemnification may include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under these provisions. The rights of indemnification hereby provided shall not be exclusive of or affect other rights to which any Director or Officer may be entitled. As used in this paragraph, the terms Director and Officer include their respective heirs, executers and administrators, and an interested Director or Officer is one against whom as such proceeding in question or another proceeding on the same or similar grounds is then pending.

ARTICLE VII OFFICERS The Officers of this Association shall be elected at the first annual meeting of the Association, and every subsequent annual meeting of the Association, from the members in good standing. There shall be a President, a Vice President, Secretary, and Treasurer. One person may not hold more than one office. All Officers shall preside at all meetings and shall hold office until their successors are duly elected and qualified. (Amended 04/24/1990) The President shall preside at all meetings of the members and of the Board of Directors. He shall sign all instruments for and on behalf of the Association and shall do and perform such other duties as from time to time may be assigned him by the Board of Directors. In case of the absence or disability of the President, the duties of the office shall be performed by the Vice President. The Secretary shall attend to the giving and serving of all notices of the Association when directed by the President. He shall sign with the President in the name of the Association all contracts authorized by Board of Directors and other documents attesting the signature of the Association, and he shall, in general, perform all of the duties incident to the office of Secretary, subject at all times to the control of the Board of Directors. The Treasurer Shall have custody of all funds of the Association which may come under his control. He shall open a bank account in the name of the Association and shall deposit all monies of the Association therein. He shall endorse on behalf of the Association for collection checks, notes, and other obligations and deposit same in the bank or such depositories as may be designated by the Board of Directors. He may sign receipts and vouchers for payments made to the Association. The Treasurer and President shall sign all checks made by the Association to pay out and disperse money under the Association name. Whenever required by the Board of Directors, he shall render a statement of his cash account and shall keep an accurate record of all receipts and disbursements of monies of the Association. He shall submit a written report to the members at said Association at its annual meeting; he shall perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors. An annual audit shall be made of the treasurers records by a committee appointed by the President.

ARTICLE VIII COMMITTEES Committees, other than nominating committees, shall be designated and appointed by the President as may be required. The nominating committee shall consist of (3) persons and shall be elected by a majority of members in good standing at the annual meeting. Term of office will be set at one year. ARTICLE IX AMENDMENTS Amendments to these by-laws may be proposed by a majority vote of the board of directors and must be approved by a majority vote of the membership of the Association present in person or by proxy at a legally called meeting, provided the proposed amendment shall be stated in the notice of such meeting.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board of Directors of the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, hereby assent to the foregoing By-laws and adopt them as the By-laws of said Corporation. th IN WITNESS WHEREOF, we have hereunto subscribed our names this 18 day of July ,1986 . PRESIDENT V. PRESIDENT SECRETARY TREASURER DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the Corporation known as the INDIAN HILLS PROPERTY OWNERS ASSOCIATION does hereby certify that the above and foregoing By-laws were duly adopted by the Board of Directors of said Corporation as the Byth laws of said Corporation on the 18 day of _July , 1986, and that they do now constitute the By-laws of said Corporation.

ATTEST: (Seal) Luge Tanner Notary Public

BYLAW AMENDMENTS DIRECTORS ARTICLE V Paragraph I The affairs of this Association shall be managed and controlled by the Board of Directors. The Board of Directors shall consist of no fewer than nine (9) members, including officers of the Association, but excluding past Presidents. Directors, other than officers, shall be elected at the first annual meeting of the Association, and every subsequent annual meeting of the Association from the members in good standing, for a term of three (3) years except that their terms of office shall be so arranged that not more than two (2) members Directorship will expire in any one year. In addition to the nine (9) of the association as provided, the immediate past President of the Association shall be a voting member of the Board of Directors for a period of one (1) year. OFFICERS ARTICLE VII Paragraph 3 The President shall preside at all meetings of the members and of the Board of Directors. He shall sign all instruments for and on behalf of the Association and shall do and perform such other duties as from time to time may be assigned him by the Board of Directors. He shall be ex- officio member of all committees. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board of Directors of the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, hereby assent to the foregoing By-law amendments and adopt them as prescribed by majority vote of the members at large of said Corporation. IN WITNESS THEREOF: We have hereunto subscribed our names this April , 1990 th 24 day of

President: Vice President: Treasurer: Director: Director:

Director: Director: Director: Director: Secretary:

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the Corporation known as the INDIAN HILLS PROPERTY OWNERS ASSOCIATION does hereby certify that the above and foregoing By-law amendments were duly adopted by the Board of Directors of said Corporation.

ATTEST: (Seal) Notary Public

BY-LAW AMENDMENT MEETINGS ARTICLE IV, Paragraph 3 Thereafter, meetings shall be held at least annually in March or April, beginning with the year 2004. At the end of each annual meeting, the membership entitled to vote, by plurality vote, by ballot elect a Board of Directors and they may transact such other business as stated in the notice of meeting, or as may brought to the attention of the Directors. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board of Directors of the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, hereby assent to the foregoing By-law Amendments and adopt them as prescribed by majority vote of the members at large of said Corporation.

IN WITNESS THEREOF: July , 2003

We have hereunto subscribed our names this

rd 3

day of

PRESIDENT: V. PRESIDENT: TREASURER: DIRECTOR: DIRECTOR:

DIRECTOR: DIRECTOR: DIRECTOR: DIRECTOR: DIRECTOR: SECRETARY:

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the corporation known as the INDIAN HILLS PROPERTY OWNERS ASSOCIATION does hereby certify that the above and foregoing By-Law Amendment was duly adopted by the members at large and by the Board of directors nd of said Corporation as the Amendments of said Corporation on the 22 day of February, and that they do now constitute the By-Laws of said corporation.

ATTEST: Roxana V. Marsh Notary Public My commission expires 04-17-07

(Seal)

BY-LAW AMENDMENT (Revised April 25, 2009) ARTICLE III DUES AND ASSESSMENTS Members of the Association shall pay fifty ($50.00) dollars per calendar year or in such amount at such times as fixed and determined by a majority vote of the members present in person or by proxy at a special or annual meeting of the membership called and held in accordance with the By-Laws of the association. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board of Directors of the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, hereby assent to the forgoing By-Laws Amendments and adopt them as prescribed by majority vote of the members at large of said Corporation. IN WITNESS THEREOF: We have hereunto subscribed our names this 21st day of _July , 2005.

PRESIDENT:

DIRECTOR:

V. PRESIDENT:

DIRECTOR:

TREASURER:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

SECRETARY:

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the corporation known as the Indian Hills Property Owners association does hereby certify that the above and foregoing By-Law Amendment was duly adopted by the members at large and by the Board of directors of said nd Corporation as the Amendments of said Corporation on the 22 day of February, and that they do now constitute the By-Laws of said corporation.

BY-LAW AMMENDMENT ARTICLE II MEMBERSHIP Membership shall be open to all persons or entities that are record owners of property in the INDIAN HILLS UNITS 1-4 and LITTLE WALNUT MOBILE RANCH UNITS 1-2, provided, however, that any person or entity holding only an interest as security for indebtedness shall not be a member. Members shall be entitled to one (1) vote for each lot owned, provided that a membership has been obtained for each lot owned. Members may cast vote(s) by signed written ballots for each lot owned (one ballot that identifies the member and lot), in person, by mail, or by designated proxy at any meeting of the membership where votes are taken. Proxy notices and mail ballots (and their withdrawal) must be in writing and received by the Secretary of the Association prior to the beginning of the meeting where ballots are to be cast. Ballots shall be tallied by a committee appointed by the President of the Association. Duplicate ballots or fractional votes for any lot shall not be recognized or included in a tally of votes. Tallied ballots shall be destroyed as soon as practicable after the adjournment of the meeting where ballots were cast. The rights and privileges of memberships are subject to the payment of annual and special assessments levied by the Association. The membership rights and privileges of any person, subject to the annual and special assessments, may be suspended by action of the Directors during the period that such obligations remain unpaid; but upon payment of such obligations the rights and privileges shall automatically be restored. IN WITNESS THEREOF: We have hereunto subscribed our names this 29st day of _March , 2008.

PRESIDENT:

DIRECTOR:

V. PRESIDENT:

DIRECTOR:

TREASURER:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

SECRETARY:

BY-LAW AMENDMENT ARTICLE III DUES AND ASSESSMENTS Members of the Association shall pay twentyfive ($25.00) dollars per calendar year or in such amount at such times as fixed and determined by a majority vote of the members present in person or by proxy at a special or annual meeting of the membership called and held in accordance with the By-Laws of the association. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board of Directors of the INDIAN HILLS PROPERTY OWNERS ASSOCIATION, hereby assent to the forgoing By-Laws Amendments and adopt them as prescribed by majority vote of the members at large of said Corporation. IN WITNESS THEREOF: We have hereunto subscribed our names this 25st day of _April , 2009.

PRESIDENT:

DIRECTOR:

V. PRESIDENT:

DIRECTOR:

TREASURER:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

DIRECTOR:

SECRETARY:

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the corporation known as the Indian Hills Property Owners association does hereby certify that the above and foregoing By-Law Amendment was duly adopted by the members at large and by the Board of directors of said Corporation nd as the Amendments of said Corporation on the 25 day of April, and that they do now constitute the By-Laws of said corporation.