BY-LAWS - of - SUN VALLEY HOMEOWNERS ASSOCIATION, INC.

ARTICLE III

OFFICERS

Section 1. Officers.
The officers of the Sub-Association shall be a President, Treasurer, and Secretary, all of whom shall be elected annually by the Board of Directors. Any two of said offices may be united in one person, except that the President shall not hold any other office except as a Director. If the Board so determines, there may be one or more Vice-Presidents.

Section 2. Subordinate Officers.
The Board of Directors may appoint such other officers and agents as it may deem necessary, who shall hold office at the pleasure of the Board of Directors and. who shall have such authority and perform such duties as from time to time may be prescribed by said Board.

Section 3. Tenure of Officers; Removal.
All officers and agents shall be subject to removal, with or without cause, at any time by action of the Board of Directors, which may delegate such powers to any officer. In the event that any officer who is an Owner fails to pay any Assessment levied by the Board of Directors, whether regular or special Assessment, within thirty (30) days of its due date, said officer shall automatically be removed from office and the Board of Directors shall appoint a successor.

Section 4. The President.

1. The President shall be chairman of, and shall preside at all meetings of the Members and Directors, shall have general and active management authority over the business of the Sub-Association except that which is delegated, shall see that all orders and resolutions of the Board are carried into effect, and shall execute bonds, mortgages and other contracts requiring a seal of the Sub-Association. The seal, when affixed, shall be attested by the signature of the Secretary and the Assistant Secretary or the Treasurer.
2. The President shall supervise and direct all other officers of the Sub-Association and shall see that their duties are performed properly.
3. The President shall submit a report of the operations of the Sub-Association for the fiscal year to the Directors (whenever called for by them) and to the Members at their annual meeting, and from time to time shall report to the Board all matters within his knowledge which the best interests of the Sub-Association may require be brought to its notice.
4. The President shall be an ex-officio member of all committees with a vote and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

Section 5. The Secretary.

1. The Secretary shall keep the minutes of meetings of the Members and of the Board of Directors in one or more books provided for that purpose. The minute book shall be available for inspection by all Members, or their authorized representatives, and by the Board of Directors, which minutes shall be retained for a period of not less than seven years.
2. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as otherwise required by law.
3. The Secretary shall be the custodian of the corporate records and of the seal of the Sub-Association and shall see that the seal of the Sub-Association is affixed to all documents on which a seal is required and the execution of which, on behalf of the Sub-Association, under its seal, is duly authorized in accordance with the provisions of these By-Laws.
4. The Secretary shall keep a register of the post office address of each Member, which shall be furnished to the Secretary by such Member.
5. In general, the Secretary shall perform all duties incident to the office of the Secretary and other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 6. The Treasurer.

1. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Sub-Association, and shall deposit all monies and other valuable effects in the name and to the credit of the Sub-Association in such depositories as may be designated by the Board of Directors.
2. The Treasurer shall disburse the funds of the Sub-Association as ordered by the Board, taking proper vouchers for such disbursement, and shall render to the President and Directors, at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Sub-Association.
3. The Treasurer may be required to give the Sub-Association a bond in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and the restoration to the Sub-Association, in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the Sub-Association. The Sub-Association shall pay the premium for said bond.

Section 7. Vacancies.
If the office of the President, Vice-President, Secretary, Treasurer, Executive Director, or Manager, or any other office established by the Board of Directors becomes vacant by reason of death, resignation, disqualification or otherwise, the Directors, by a majority vote of the Board of Directors, may choose a successor or successors who shall hold office for the unexpired portion of the term of the vacated office.

Section 8. Resignations.
Any Director or officer may resign his office at any time, in writing, which resignation shall take effect from time of its receipt by the Sub-Association, unless some later time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.