November 15, 1982

PREAMBLE

The Canyon Vista Pool Association, Inc. shall be a non-profit corporation registered with the State of New Mexico and shall operate under and abide by the statutes set forth by the State of New Mexico governing the affairs of such corporations.

ARTICLE I

OFFICE

The principal office of the corporation in the State of New Mexico shall be located in the County of Los Alamos.

ARTICLE II

BOARD OF DIRECTORS

1. The affairs of the corporation shall be managed by its Board of Directors. All meetings shall be conducted in accordance with “Robert’s Rules of Order Revised.”

2. The number of Directors shall be seven (7), who shall be members of this corporation; provided, however, that the initial Board of Directors shall be composed of such number of Directors as may be set by the incorporators. Each Director shall hold office for the time for which he or she is elected and until his or her successor is elected.

3. The initial Board of Directors shall be appointed by the incorporators of this corporation. At the first annual meeting of the members after incorporation, the members of the Board of Directors shall be divided into two (2) classes and elected as follows: Class 1, consisting of three (3) members, shall be elected and hold office for a term of one (1) year: Class 2, consisting of four (4) members, shall be elected and hold office for a term of two (2) years. Thereafter at annual meetings of the members, the voting members shall elect the number of Directors for the respective classes whose terms have then expired, for a term of two (2) years from the date of the expiration of the original term. No Director shall serve for more than two (2) consecutive terms.

4. The annual meeting of the Board of Directors shall be held without other notice than this By-Law immediately after and at the same place as the annual meeting of the members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

5. Special meetings of the Board of Directors may be called by or at the request of the President of the corporation or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any suitable place within the County of Los Alamos, State of New Mexico, as the place for holding any special meeting of the Board called by such person or persons.

6. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previous thereto by written notice deliver sent by certified mail with return receipt requested to each Director at his address as shown by the records of the corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice of such meeting, unless specifically required by Law or by these By-Laws, as adopted, and amended.

7. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

8. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by Law or these By-Laws.

9. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors; but only until such time as a regular meeting of members or a special meeting of members called for that purpose, at which membership meeting such vacancy shall be filled by vote of the membership. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

10. Directors shall not be paid any salary or other fee by the corporation by reason of their serving as Directors or as an Officer of the corporation; provided, however, that upon approval by the Board of Directors, any Director and Officer may be reimbursed by the corporation for expenses incurred for the benefit of the corporation.

11. A Director shall be removed from office only by an affirmative vote of a majority of the members entitled to vote. This vote may be taken at a regular or special meeting of the members. Removal of a Director under this article shall be without prejudice to the contract right, if any, of the Director so removed.

ARTICLE III

OFFICERS

1. The Officers of the corporation shall be a President, one or more Vice President(s) (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

2. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Only members of the Board of Directors shall be eligible to serve as President, Vice President, Secretary, or Treasurer. If the election of officers shall not be held at such meeting, such an election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected.

3. An elected officer may be removed from office only by an affirmative vote of at least four (4) Directors at a regular or special meeting of the Board of Directors, but such removal shall be without prejudice to the contract right, if any, of the officer so removed. Any appointed officer may be removed by the Board of Directors whenever, in its judgement, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract right, if any, of the officer so removed.

4. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation and in general, he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

6. In the absence of the President or in event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all of the power of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

7. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; prepare and submit reports as required by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

8. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these ByLaws or as required by law; keep a register of the post office address of each member which shall be furnished to the Secretary by such members; prepare and submit reports as required by the Board of Directors; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

9. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or by the Board of Directors. The Assistant Treasurers and Assistant Secretaries need not be Directors and need not be members of the corporation.

ARTICLE IV

MEMBERS

1. For purposes of interpreting these By-Laws, the following definitions shall apply:

a. “Corporation” shall mean the Canyon Vista Pool Association, Inc. a non profit New Mexico corporation.

b. “Membership” shall mean the status attained by the buyer(s) upon establishment of a membership agreement by and between the corporation and the buyer(s).

c. “Member” shall mean the person(s) who own a membership and are eighteen (18) years or older.

d. “Member(s)’ family” shall mean the member’s spouse, if not a member as defined under Article IV.1C; the member(s)’ children who reside at the same address as the member(s); the member(s) children who are full-time students or members of the Armed Forces; the member(s)’ parents or parents-in-law if they actually reside with the member(s); and other such persons declared to be in the member(s), family if the Board of Directors shall declare it in the intent of this article.

e. “Active membership” shall mean a membership owned by member(s) residing at the same address and owing no delinquent assessments.

f. “Inactive membership” shall mean only those memberships currently held in common by the corporation. Memberships shall be limited in number to four hundred (400).

3. Each active membership shall be entitled to one (1) vote on each matter submitted to a vote of the members. Only members, as defined herein, shall be entitled to vote. If a vote cast for a membership with more than one er is contested by one of the owners, the vote will be disqualified. Temporary assignment, lease, or rental of an active membership shall not affect the right of the owner(s) of such membership to vote that membership.

4. Members owning an active membership shall be entitled to such guest privileges and passes for use of the corporation’s facilities as may be decided and promulgated by the Board of Directors; provided however, that an member who is the sole owner of an active membership shall at all times have the privilege of using the corporation’s facilities in the company of one (1) guest, such guest privilege being in addition to guest privileges afforded to all memberships.

5. Only members owning an active membership shall be eligible to serve on the Board of Directors and committees of the corporation.

6. Member(s) owning an active membership and their families, as defined herein, shall be entitled to the privileges of using the facilities owned by the corporation under such reasonable operating rules as may be established by the corporation.

7. The corporation will not discriminate against any applicant for membership because of race, color, religion, national origin, or sex.

8. An active membership may be assigned, leased, or rented to a third party by the owner(s) thereof on a yearly basis as determined by the Board of Directors. Written Notice of such assignment, lease, or rental shall be given to the corporation on forms provided by the corporation. No assignment, lease, or rental of any membership shall be recognized by the corporation until all assessments against such membership shall have been paid in full.

9. Rental of memberships shall be limited by requiring the approval of the Board of Directors at any time there are less than three hundred fifty (350) active memberships.

10. A membership delinquent of any assessment due hereunder shall be subject to immediate withdrawal of all privileges conferred by such membership, and such privileges will be suspended until all delinquent assessments shall have been paid in full. If any membership shall remain delinquent in payment of any assessment for a period of one (1) year from the due date thereof, the corporation, at its option, after thirty (30) days written notice to the owner(s) may sell such membership and deduct from the proceeds of such sale all delinquent assessments, together with costs of such sale, if any, refunding the balance, if any, to the former owner(s), whose rights and privileges arising out of such membership shall thereby terminate.

11. An active membership may be sold to a third party provided that written notice of such sale is given to the corporation on forms provided by the corporation. The Board of Directors may, at its option, purchase memberships offered to it, at a price determined by the Board to be consistent with then prevailing market conditions. Memberships purchased by the corporation may be resold by the corporation at such price as the Board of Directors determines to be fair and consistent with then prevailing market conditions.

12. Upon death of a member the surviving spouse, if not already a member, shall automatically assume the status of member by virtue of the deceased member’s membership until such time as proof of other ownership thereof may be established.

ARTICLE V

ASSESSMENTS

1. Each active membership shall be subject to yearly assessment(s) for maintenance, operating costs, replacement of capital equipment, and improvements costing less than 10% of the current assessed value of the corporation’s facilities. The Board of Directors is empowered to assess on the basis of projected costs and to require payment thereof in advance of the incurred expenses. Such payment shall become delinquent if not paid by the due date stipulated on the notice of assessment which shall be announced at least forty-five (45) days prior to due date. The corporation may assess a fee on delinquent assessments. Final adjustment of such assessments shall be made on or prior to the date of the annual meeting of the membership.

2. Additional assessment(s) of memberships will not be made unless the owner(s) of active memberships shall vote in favor of such assessment(s) for purposes of effecting improvements whose cost exceeds 10% of the current assessed value of the corporation’s facilities. Such vote shall be taken at a regular or special meeting with notice of purpose required. If a majority of voting members at such meeting shall vote in favor of additional assessment, and if the affirmative vote is more than 25% of the active memberships, such assessment shall be binding upon all memberships.

ARTICLE VI

OPERATING RULES

1. Each year, prior to the opening of the swimming pool, the Board of Directors shall establish the rules of conduct for use of the pool. The Board of Directors may elect to appoint a Pool Operations Committee to establish these rules. If a Pool Operations Committee is appointed, the rules must be approved by the Board of Directors. Upon approval by the Board’ of Directors, the rules of conduct shall be distributed to the owners and renters of all active memberships and shall become binding on all members, their families, and their guests. The pool manager, lifeguards, and the Board of Directors shall be empowered to enforce these rules and to impose a penalty for violations of same. This penalty shall be withdrawal of pool use privileges for a period of time not to exceed seven (7) days. An individual so disciplined may seek redress from (a) the pool manager and (b) the Board of Directors in that order.

ARTICLE VII

MEETINGS OF MEMBERS

1. The annual meeting of the members shall be held in the month of October in each year, beginning with the year 1983, for the purpose of electing Directors, submitting the annual budget, and transacting other business as may come before the meeting. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

2. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.

3. Any suitable place within the County of Los Alamos, State of New Mexico, may be designated as the place of meeting for any annual meeting or for any special meeting.

4. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to the owner(s) of each membership not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President or the Secretary. Incase of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the owner(s) at his address as it appears on the records.

5. The members holding one-tenth (1/10) of the votes which may be cast in any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, then the majority of the members present may adjourn the meeting from time to time without further notice.

6. At any meeting of members, 2 member entitled to vote may vote by proxy executed in writing by the member, or by his duly authorized attorney-in-fact on a form supplied by the corporation. As a minimum the proxy form must include (a) the number of the membership voting by proxy, (b) the name of the person authorized to exercise the proxy, (c) any limitations placed on the proxy, (d) the expiration date of the proxy, and (e) the signatures of all owners of the membership or the owner(s) duly authorized attorney-in-fact. A proxy will expire at the conclusion of the meeting for which it is executed unless a later expiration date is specified by the owner(s) voting by proxy.

7. Where Directors are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

8. Prior to any meeting of the members, the Board of Directors shall designate a parliamentarian for that meeting.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

1. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. All checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation in. such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer, or an Assistant Treasurer and countersigned by the President or Vice President or Secretary of the Corporation. This shall be always limited by the requirement that a single person may not both sign and co-sign said instruments.

3. All funds of the corporation shall be deposited with in ten (10) days of their receipt to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

4. The Board of Directors may accept on behalf of the corporation any contributions, gifts, bequests, or devices for the general purposes or for any special purpose of the corporation.

ARTICLE IX

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office of the corporation a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time. An annual audit of the financial records shall be performed by a Certified Public Accountant selected by the Board of Directors.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of October and end on the last day of September of each year.

ARTICLE XI

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal. 1972 New Mexico.”

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the laws of the State of New Mexico pertaining to non-profit corporations or under the provisions of the Articles of Incorporation or the By-Laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

ORDER OF BUSINESS

The order of business at any regular or special meeting of the members or of the Board of Directors shall be as follows, subject to the right of the presiding officer to vary such order at his discretion unless an objection is made and sustained by a majority of those voting at the meeting.

Call to order. Roll call. Reading and disposal of any unapproved minutes. Reports of officers and committees. Unfinished business. New business. Adjournment.

ARTICLE XIV

AMENDMENTS TO BY-LAWS

These By-Laws may be amended, altered, changed, added to, or repealed by the affirmative vote of the majority of the members entitled to vote. This vote may be taken at any regular or special meeting of the members if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting called as prescribed in Article V II. A vote to amend, alter, change, add to, or repeal these By-Laws may be taken by mail ballot in such manner as determined by the Board of Directors provided that the proposed amendment, alteration, change, addition, or repeal shall have been discussed at the last regular or special meeting of members.

We certify that these By-Laws were approved by the members of Canyon Vista Pool Association on December 16, 1982.

Amendment to ARTICLE IX, BOOKS AND RECORDS passed by vote of the members during 2006

ARTICLE IX

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office of the corporation a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time. An annual audit of the financial records shall not be required as long as the financial records are being recorded by a Certified Public Accountant firm selected by the Board of Directors.