May 24, 2016
BYLAWS
OF
THE PINES RANCH, INC.
A Utah non-profit corporation
(AMENDED AS OF MAY 24, 2016)
ARTICLE I
DEFINITIONS
Section 1. "Corporation" shall mean and refer to The Pines Ranch, Inc., a Utah nonprofit corporation, its successors and assigns.
Section 2. "Shareholder" shall mean and refer to the holder of record, whether one or more persons or entities, of a share of the stock of the Corporation, but excluding those having such interest merely as security for the performance of an obligation.
Section 3. "Director" shall mean a member of the Board of Directors of the Corporation.
Section 4. "Land" shall mean all real property owned or controlled by the Corporation and all improvements owned or controlled by the Corporation.
Section 5. "Cabin" shall mean a residential structure and one
adjacent outbuilding owned and maintained for the exclusive use of a shareholder.
Section 6. "Person" includes individual, partnership, corporation and trust.
ARTICLE II Office
ARTICLE III Shareholders and Shareholders Meetings
ARTICLE IV Board of Directors
ARTICLE V Officers
ARTICLE VI Contracts, Loans, Checks, and Deposits
ARTICLE VII Certificates for Shares and Their Transfer
ARTICLE VIII Fiscal Year
ARTICLE IX Corporate Seal
ARTICLE X Waiver of Notice
ARTICLE XI Bylaws
ARTICLE XII Indemnification
ARTICLE XIII Governing Rules
ARTICLE XIV Use of Land and Restrictions on Shares
ARTICLE XV Property Rights
ARTICLE XVI Maintenance
ARTICLE XVII Additional Covenants
ARTICLE XVIII Reservations
ARTICLE XIX Creation of Lein for Assessments
ARTICLE XX Environmental Control Committee Established by the Board
ARTICLE XXI General Provisions
These Bylaws approved and adopted at a meeting of the Board of Directors of the Pines Ranch, Inc.
DATED this 24th day of May 2016."
CERTIFICATE OF SHAREHOLDERS
We, the undersigned, do hereby certify:
(1)
(2)
That we are respectively the President and Secretary of the Pines Ranch, Inc., a Utah corporation.
That the foregoing Bylaws, comprising twenty-six
(26) pages,
constitute the Bylaws of said corporation as duly adopted at a regular meeting of the Shareholders and at a regularly meeting of the Board of Directors duly held on the day of May 2016.
By:
Title: President
Lynne C Brown
Title: Secretary
By:
APPROVED AMENDMENTS TO BYLAWS OF
PINES RANCH INC.
BYLAWS AMENDMENT NO. One (1)
The following Amendment to the Bylaws of the Corporation was adopted by its shareholders at the duly constituted regular annual shareholders meeting held Tuesday, May 24, 2016
ARTICLE IV
Section 2. Number, Tenure and Qualifications. The Board shall be composed of a minimum of seven (7) directors and up to a maximum of nine (9) Directors. The number of Directors may be changed from time to time by amendment to these Bylaws but no decrease in the number of directors shall have the effect of shortening the term of any incumbent Director. Directors shall be elected at the annual meeting of the shareholders by a majority vote, except as provided in Sections 7 and 8 of this Article, and each Director shall hold office for a period of three (3) years until his successor shall have been elected and qualified. The retiring President will become an ex officio member of the Board for a period of one (1) year following his or her term of office and will not be counted as a Director, nor allowed to vote unless already a Director.
However, three (3) Directors shall be elected every three years for a term of three (3) years, and two (2) Directors shall be elected on the first subsequent year for a term of three (3) years, and three (3) directors shall be elected on the second subsequent year for a term of three years, causing the Directors to have overlapping terms for purposes of continuity. Directors need not be residents of the State of Utah or shareholders of the Corporation.