Bylaws

Bylaws of RED ROCK MEADOWS HOMEOWNERS' ASSOCIATION, INC.

A Nonprofit Corporation

ARTICLE I

Definitions

Section 1. "Association" or "HOA" shall mean and refer to the Red Rock Meadows Homeowners' Association, Inc., a non-profit corporation organized and existing under the laws of the State of South Dakota and all existing properties and additions thereto as are subject to the Declaration, as defined below, encompassing the following legally described properties:

1. Lot 1R and Lot 8 in Block 1, and Lots 1 through 8, inclusive, in Block 10, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 33, Page 50, with the Pennington County Register of Deeds.

2. Lots 2 through 7, inclusive, in Block 1, and Lots 1 through 9, inclusive, in

Block 2, and Lots 1 through 24 and Lots 27 through 49, inclusive, in Block

3, and Lots 1 through 19, inclusive, in Block 4, and Lot 2 in Block 6, and Lots 1 and 2 in Block 7, and Lots 1 and 2 in Block 8, and Lot 1 in Block 9, and Drainage Lot, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota as shown on the plat filed in Plat Book 32, Page 179, and as corrected by Affidavit of Correction recorded April 13, 2005, in Book 143, Page 7591 with the Pennington County Register of Deeds.

3. Lots 10 through 19, inclusive, and Lot 21 in Block 2, and Lots 2 through 8, inclusive, in Block 9, and Lots 1 through 4, inclusive, in Block 13, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 34, Page 149 with the Pennington County Register of Deeds.

4. Lots 20A and 20B in Block 2 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201302506, with the Pennington County Register of Deeds.

5. Lots 25R and 26R in Block 3 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 33, Page 148 with the Pennington County Register of Deeds.

6. Lot 9R in Block 5 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 33, Page 51 with the Pennington County Register of Deeds.

7. Lot 10 in Block 5, and Lots 3 through 10, inclusive, in Block 6, and Lots 3 through 8, inclusive, in Block 7, and Lot 1 in Block 12, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 33, Page 144 with the Pennington County Register of Deeds.

8. Lot 1R in Block 6 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 33, Page 144, and as corrected by Affidavit of Correction recorded September 28, 2010, in Book 202, Page 6737 with the Pennington County Register of Deeds.

9. Lots 9 through 13, inclusive, in Block 7, and Lots 3 through 13, inclusive, in

Block 8, and Lots 9 through 20, inclusive, in Block 9, and Lots 5 through 9, inclusive, in Block 13, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 35, Page 34 with the Pennington County Register of Deeds.

10. Lots 14 through 22, inclusive, in Block 7, and Lots 14 through 21, inclusive, in Block 8, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201111467 with the Pennington County Register of Deeds.

11. Lots 23 through 26, inclusive, in Block 7, and Lot 2 in Block 12, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201210672 with the Pennington County Register of Deeds.

12. Lot 3R in Block 12 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201219748 with the Pennington County Register of Deeds.

13. Lots 27 through 35, inclusive, in Block 7 of Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201310798 with the Pennington County Register of Deeds.

14. Lots 1 through 8, inclusive, in Block 14, and Drainage Lot 1, all in Red Rock Meadows Subdivision, in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Document No. A201408482 with the Pennington County Register of Deeds.

15. Any other such lands that are included or added into the Red Rock Meadows Subdivision.

Section 2.      "Declaration" shall mean and refer to the following documents as filed with the Pennington County Register of Deeds:

1.       Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision recorded March 29, 2005, in Book 143, Page 1758.

2.      Amendment to Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision recorded May 3, 2005, in Book 144, Page 4758.

3.       Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision and Declaration of Annexation recorded August 10, 2005, in Book 148, Page 69.

4.      Amendment to Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision recorded November 14, 2005, in Book 151, Page 5437, and re-recorded February 10,

2006, in Book 154, Page 3688.

5.      Amendment to Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision recorded February 10, 2006, in Book 154, Page 3691.

6.       Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision and Declaration of Annexation recorded December 15, 2006, in Book 164, Page 8020.

7.       Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision and Declaration of Annexation recorded August 20, 2007, in Book 172, Page 5156.

8.       Restated Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision recorded November 14, 2007, in Book 175, Page 106.

9.       Declaration of Reservations and Restrictive Covenants and Conditions for Red Rock Meadows Subdivision and Declaration of Annexation recorded May 27, 2008, in Book 180, Page 3566.

10.  Extension of the Declaration of Reservations and Restrictive Covenants and Conditions Red Rock Meadows Subdivision and Declaration of Annexation recorded August 25, 2011 in Document No. A201111675.

11.  Extension of the Declaration of Reservations and Restrictive Covenants and Conditions Red Rock Meadows Subdivision and Declaration of Annexation recorded July 19, 2012 in Document No. A201211129.

12.  Extension of the Declaration of Reservations and Restrictive Covenants and Conditions Red Rock Meadows Subdivision and Declaration of Annexation recorded February 20, 2013, in Document No. A201303067.

13.  Extension of the Declaration of Reservations and Restrictive Covenants and Conditions Red Rock Meadows Subdivision and Declaration of Annexation recorded July 10, 2013 in Document No.A201311769.

14.  Extension of the Declaration of Reservations and Restrictive Covenants and Conditions Red Rock Meadows Subdivision and Declaration of Annexation recorded August 25, 2014, in Document No. A201411009.

15.  Any further Declarations, Restrictions, and/or Covenants as may be amended or included within the Red Rock Meadows Subdivision.

ARTICLE II

Location

The principal office of the Association shall be located at Post Office Box 9544, Rapid City, South Dakota 57709.

ARTICLE III

Membership

Section 1. Membership in the Association shall be governed by these Bylaws, the Restated Articles of Incorporation, and Declaration, and any amendments thereto.

Section 2. The rights of membership are subject to (a) the payment of annual and special assessments and/or charges levied by the Association, and (b) compliance with the covenants and restrictions of the Declaration. The obligations for assessments and charges are imposed against each Owner and become a lien against the property on which such assessments are made, as provided in the Declaration, and recorded in the office of the Register of Deeds in and for Pennington County, South Dakota, which provisions of the Declaration and any amendments are hereby incorporated herein by reference the same as if set forth in full and in detail herein.

Section 3. Member's rights in the Association Homeowners' rights may be suspended by action of the directors during the period when the assessments and charges remain unpaid or such member is not in compliance with the covenants. If the directors have adopted and published rules and regulations governing the use of Association property, or the personal conduct of any person thereon, they may, at their discretion, suspend the rights of any person violating such rules and regulations but, upon payment of all past due amounts, the members' rights and privileges will be restored.

ARTICLE IV

Voting Rights

The Association shall have one class of voting membership consisting of the Owners of any Lot or Dwelling Unit within the Association. No more than one vote may be cast with respect to any one Lot or Dwelling Unit. The vote for such Lot or Dwelling Unit shall be exercised as the Owners determine among themselves, but in no event shall more than one vote be cast with respect to any Lot or Dwelling Unit.

ARTICLEV

Association Purposes and Powers

The Association has been organized for and is hereby vested with all those purposes and powers listed and enumerated in the Declaration and Restated Articles of Incorporation of the Association, as may be amended and are amendments are hereby made a part hereof by reference the same as if set forth in full and in detail herein.

ARTICLE VI

Board of Directors

Section 1.  The management and affairs of this corporation shall be managed by a Board of seven (7) directors, provided that the number of directors shall always be an odd number. Directors must be Members, in good standing, of the Association. The number of directors may be changed by amendment of the Bylaws of the corporation.

Section 2. Vacancies in the Board of Directors shall be filled by the majority of the remaining directors, any such appointed director to hold office until his or her successor is elected by the Members who may make such election at the next annual meeting of the Members or at any special meeting duly called for that purpose.

Section 3. A director may be removed by a majority of remaining directors in the event the director fails to attend two consecutive director meetings or is unable to devote such time and attention to Association matters as needed.

ARTICLE VII

Election and Term of Directors

Section 1.  Election to the Board of Directors shall be by written ballot as hereinafter provided. At such election the Members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to exercise under the provisions herein. The names receiving the largest number of votes shall be elected.

Section 2. All elections to the Board of Directors shall be made at the annual meeting of the Association pursuant to procedures announced at that meeting.

Section 3.  Each director shall serve a term of two (2) years until his/her successor shall be elected and qualified. The terms of directors shall be staggered.

ARTICLE VIII

Powers and Duties of the Board of Directors

Section 1.  The Board of Directors shall have the following powers:

a.    To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any Member, officer of director of the Association in any capacity whatsoever;

b.   To establish, levy, assess and collect assessments, fines, or Association charges as deemed necessary;

c.    To adopt and publish rules and regulations governing the Association, enforcement the same and of its Covenants and Restrictions, and the personal conduct of the Members, their family, and their guests;

d.   To exercise for the Association all powers, duties and authority vested in or delegated to this Association, except those reserved to the Members in the Declaration; and

e.    To create and oversee executive or advisory committees, as may be deemed necessary, including but not limited to the Architectural Control Committee ("ACC"). In no event may any committee do any act contrary to the Articles of Incorporation, Declaration, the Bylaws, or the decision of the Board of Directors. No committee has the power to waive strict compliance with the same.

Section 2.  It shall be the duty of the Board of Directors:

(a)  To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting of the Members;

(b) To supervise all officers, agents and employees of this Association and to see that their duties are properly performed;

(c) As more fully provided in the Declaration applicable to the Association,

(1) To fix the amount of the assessment and charges against each Lot for each assessment period at least thirty (30) days in advance of such date;

(2) To prepare a roster of the properties and assessments applicable thereto, which shall be kept in the office of the Association and shall be open to inspection by any Member.

ARTICLE IX

Directors' Meetings

Section 1. An annual meeting of the Board of Directors shall be held annually immediately following the annual meeting of the Members for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. Notice of such meeting is hereby dispensed with.

Section 2. Regular or special meetings of the Board of Directors shall be held when called by an officer of the Association or by any two directors after not less than three (3) days notice to each director.

Section 3. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 4. The majority of the Board of Directors shall constitute a quorum thereof.

ARTICLEX

Officers

Section 1. The officers shall be a President, a Vice President, a Secretary and a Treasurer. The President, Vice President and Treasurer shall be Members of the Board of Directors. The Secretary may, but shall not be required, to be a Member of the Board of Directors.

Section 2. The officers shall be elected at the Annual Meeting of the Board of Directors. All officers shall be chosen by a majority vote of the directors.

Section 3. All officers shall hold office at the pleasure of the Board of Directors.

Section 4. The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out, and shall sign all notes, checks and all other written instruments.

Section 5. The Vice President shall perform all the duties of the President in his or her absence.

Section 6. The Secretary shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall keep the records of the Association and shall be custodian of the corporate seal. The Secretary shall record in a book kept for that purpose the names of all Members of the Association, together with their addresses as registered by such members. Further, the Secretary shall provide all notices for any meetings of the Members or Directors.

Section 7. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business. The Treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the President or Vice President. The Treasurer shall keep proper books of account.

ARTICLE XI

Meetings of Members

Section 1. The regular annual meeting of the Members and election of directors shall be held between January 5th and the last day of February of each year at a time and place determined by the Board of Directors.

Section 2. Special meetings of the Members for any purpose may be called at any time by the President, the Vice President, or by any two or more Members of the Board of Directors, or upon written request of the Members who have a right to vote.

Section 3. Notice of any meetings shall be given to the membership by the Secretary. Notice may be given to the membership either personally, by sending a copy of the notice through the mail, postage thereon fully prepaid, to his or her address appearing on the books of the corporation, by facsimile, electronic mail, posting on the Association's website, or posting of a sign in a conspicuous place at or near the entrance of the subdivision. Each Member is responsible for registering and, as necessary, updating his or her address (U.S. Mail and electronic) with the Secretary. The Secretary shall provide notices of meetings at least five (5) days in advance of the meeting and shall set forth in general the nature of the business to be transacted; provided, however, if the business of any meeting shall involve any action governed by the Articles of Incorporation or by the Declaration applicable to the Association, notice of such meeting shall be given or sent as provided therein.

Section 4. Except as otherwise provided herein, the presence at the meeting of fifteen-percent (15%) of the Members entitled to cast, or of proxies entitled to cast votes shall constitute a quorum for any action governed by these Bylaws. Any action governed by the Articles of Incorporation or by the Declaration applicable to the Association shall require a quorum as therein provided.

ARTICLE XII

Proxy and Absentee Voting

Section 1. At all corporate meetings of members, each Member may vote in person or by proxy. A proxy vote is allowed if the Member designates another Member to cast the Member's vote as provided herein. Absentee voting shall not be permitted.

Section 2. All proxies shall be signed, notarized and filed with the Secretary. No proxy shall extend beyond a period of three (3) months, and every proxy shall automatically cease upon sale by the Member of his or her Lot or Dwelling Unit or other interest in Red Rock Meadows Subdivision.

ARTICLE XIII

Books and Papers

Section 1. The books, records and papers of the Association shall at all times during reasonable hours be subject to the inspection of any Members.

ARTICLE XIV

Corporate Seal

Section 1. The Association shall have a seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the name of the State of South Dakota, and the words "CORPORATE SEAL."

ARTICLE XV

Indemnification

To the maximum extent permitted by law, the Association shall indemnify each director, officer, employee or agent, or former director, officer, employee or agent who was or has been made a party or has been threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in right of the Organization, by reason of the fact that he or she is or was a director, officer, employee or agent of the Organization from and against any and all losses, damages, liabilities, claims, judgments, settlements, costs and expenses, including attorneys' fees, actually and reasonably incurred by such director, officer, employee or agent, resulting from, arising out of, relating to or in connection with such action, suit or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the Organization.

ARTICLE XVI

Fiscal Year

The fiscal year of the Association shall begin on the first day of January in each year and end the last day of December the same year.

ARTICLE XVII

Amendments

Section 1. These Bylaws may be amended at a regular, annual or special meeting of the Members by a vote of a majority of the Members present in person or by proxy, provided that the voting and quorum requirements specified for any action under any provisions of these Bylaws shall apply also to any amendment of such provision; and further provided that those provisions of these Bylaws which are governed by the Restated Articles of Incorporation of this Association may not be amended except as provided in the Restated Articles of Incorporation or applicable law; and further provided that any matter stated herein to be or which is in fact governed by the Declaration applicable to this Association may not be amended except as provided in such Declaration.

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

LET IT BE KNOWN: That at the Annual Meeting on January 28, 2015, these Bylaws were duly amended and passed by a quorum of the members present or by proxy and that the same do now constitute the Bylaws of said corporation.

(signed document in downloadable file on this page)