LVRanch By-Laws

Lutheran Valley Ranch, Inc. (LVRanch)

(a non-profit Colorado corporation)

Corporate By-Laws

ARTICLE I. OFFICES

The principle office of the corporation in the State of Colorado shall be located in the City of Colorado Springs, County of El Paso. The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II. MEMBERS

Section 1. Classes of Members. —The corporation shall have two classes of membership, “Full Membership” and “Associate Membership”. A “Full Membership” is that which is approved by the Board of Directors, for which the use of a parcel of land has been designated, and for which a “Certificate of Membership” has been issued. A “Full Membership” shall include one individual or married couple who will be designated as “Primary Members” who are authorized to fully represent the membership and to whom all official mailings will be sent. The primary members may designate ownership as “joint tenancy with right of survivorship” or “tenants in common.” The remaining constituents of a “Full Membership” must be of the same family and will be designated as “Secondary Members.” An “Associate Membership” shall be defined as a family approved by the Board of Directors to which annual membership cards shall be issued. All classes of membership shall be permitted the unescorted use of the general LVRanch facilities and services at any time. All rights and privileges of each particular membership shall extend to a spouse and all children. No membership shall be issued in the names of persons from more than one unrelated family.

Section 2. Approval of Members. —Application for membership shall be approved by the Board of Directors. An affirmative vote of two-thirds of the Directors shall be required for approval.

Section 3. Voting Rights. —Each “Full Membership” shall be entitled to one vote on each matter submitted to a vote of the members. No person or organization shall have an interest in more than one membership. The right of suffrage is granted only to those primary members who also meet the membership qualifications of Article II, Section 5 at the time any vote of the membership is taken, either in person or by mail. Such qualifications may be self-certified by the member by his or her personal signature. Any qualified voter may designate in writing a member of Lutheran Valley Ranch from within the subject membership who is qualified in accordance with Article II, Section 5, who may vote on behalf of the subject membership on any and all matters considered at a meeting.

Section 4. Number of Memberships. —Limitations of numbers of memberships of the corporation shall be such as are periodically set by resolution of the Board of Directors.

Section 5. Qualification for Membership. —In order to qualify for membership, an individual or individuals must be a member(s) in good standing of a congregation of The Lutheran Church-Missouri Synod at the time of application for membership. Upon recommendation of the Board of Directors, a Lutheran who is not a member of a congregation of the Lutheran Church-Missouri Synod, may be considered for membership in Lutheran Valley Ranch, Inc. Under these circumstances the membership shall be polled by mail, with pertinent information concerning the applicant, and the members’ decision as to acceptance or rejection shall be binding upon the Board of Directors. The decision shall be reached based upon a simple majority indicated on the ballots returned to the Secretary of the Corporation by the members. All who are accepted must have paid the minimum amount of membership fee as required under these By-Laws, and must have shown evidence of support of the activities, purposes and goals of Lutheran Valley Retreat, Inc., and of this corporation, as defined and determined by the Board of Directors of this corporation.

Section 6. Membership Fees. —The membership fee shall be the amount as determined by the Board of Directors, to be used for the purposes as set out in the Articles of Incorporation pursuant to direction and supervision of the Board of Directors.

Section 7. Privileges of Membership. — “Full Memberships” shall be assigned a five-acre site, more or less, at the time of approval of application, which site shall be located on the premises, owned or leased by the corporation North of Florissant, Colorado. Use and maintenance of the site, and the erection, use and maintenance of structures on the sites chosen shall be subject to the rules, covenants and regulations adopted by the Board of Directors from time to time. Both primary and secondary members who are part of a “Full Membership” may enjoy all the privileges of membership (except that of suffrage which is limited to primary members). Any secondary member may apply for primary member status in the event of a vacancy on the membership (subject to requalification in accordance with Article II, Section 5). A secondary member is also eligible for election to the Board of Directors subject to Article V, Section 3, Paragraph (b). “Associate Membership” families are permitted the unescorted use of all of the general LVRanch facilities and, optionally, any five acre parcel for which permission is received from the “Full Membership” to which it is assigned.

Section 8. Application for Membership. —In order to be considered for membership, written application shall be submitted to the Board of Directors along with the required membership fee. An applicant shall further sign an agreement to be bound by all the rules, covenants, regulations and By-Laws of the corporation then in existence or thereafter to be adopted.

Section 9. Certificate of Membership. —When persons have been elected to “Full Memberships”, a certificate of membership shall be issued in their name and be delivered to such members by the Secretary. Such certificate shall be signed by the President or Vice- President and by the Secretary and shall be sealed with the seal of the corporation. All certificates shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate should become lost, mutilated, or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Directors may determine. When persons are elected to “Associate Membership”, they shall be issued an annual membership card, which is valid for the remainder of the calendar year.

Section 10. Transfer of Membership. —All requests for a transfer of “Full Membership” shall be directed to and governed by the Board of Directors, pursuant to the By-Laws. “Associate memberships” shall not be transferable.

Section 11. Termination of Membership. —

(a) For Non-Payment of Fees. —If the membership fees or any other financial obligation agreed to by the membership are not paid in accordance with the method of payment prescribed by the Board of Directors, the secretary shall bring before the Board a motion to terminate the membership. Such termination shall only be effected by a vote of the Board of Directors after notification by regular mail or such proposed action has been sent to the member’s last known address as shown by the records of the corporation at least 30 days before the meeting at which time such action shall be taken. Notification of the action taken shall also be sent to such member by regular mail to his last known address as shown on the records of the corporation.

(b) By Death. —In the event of the death of a member, his membership, or portion of membership, shall be terminated and shall not become an asset of his estate. This termination shall not prevent the heirs, legatees or devisees of such member from applying for election to membership under the provisions of these By-Laws at no membership fee, and receiving such membership if, in the opinion of the Board, such person or persons meet the qualifications for membership as outlined in these By-Laws. In the event of the death of a member whose name is included on the certificate of membership held in joint tenancy with right of survivorship and not as tenants in common, the Secretary of the corporation shall issue a new certificate of membership to the surviving primary member, and the membership shall not be terminated.

(c) By Resignation. —Upon written notification of resignation by a member submitted to the Board of Directors and upon receipt of the certificate of membership the Board of Directors shall accept such resignation and the membership shall be terminated.

(d) By Expulsion or Suspension. —The Board of Directors shall have the power and authority to suspend or expel a member, or terminate the membership of any person(s) who in the opinion of the Board of Directors has committed such acts or conducted himself or herself in a manner which in the opinion of the Board of Directors is injurious or prejudicial to the work interests, purposes, or welfare of the corporation or its members. Before any such action shall be taken, at least 10 days notice in writing of the proposed consideration of the same by the Board of Directors at a time and place to be named in such notice, shall be delivered to said member together with a specification in writing of the charge by depositing the same in the United States Mail, certified return receipt requested, addressed to the last known address of such member as shown by the records of the corporation. Such member shall be given a full and fair hearing on the charge and may be represented by counsel. The Board of Directors shall be the sole judge of what constitutes such injurious or prejudicial conduct or acts and also what constitutes an infraction of the By-Laws or the established policies of the corporation. Its decision shall be final and binding on the member, who shall be notified in writing of the decision by certified mail, return receipt requested, addressed to the last known address of such member as shown on the membership roles of the corporation.

(e) By Forfeiture. —Each primary member shall be required annually to attest to his/her current qualifications for membership in accordance with Article II, Section 5, using a means specified by the Board of Directors, in order that full memberships with non- qualifying primary members may be evaluated annually. A primary member who no longer qualifies for membership may be permitted to remain as a member of Lutheran Valley Ranch only through a temporary waiver granted by the Board and reviewed annually for either renewal or termination.

Section 12. Refund of Membership Fee on Termination. —The corporation shall not be obligated to refund any membership fee paid upon termination of a member or membership for any reason.

Section 13. Property Rights on Termination. —In the case of termination of “Full Membership” for any cause the member or his heirs, devisees or legatees or personal representative shall be entitled to move his property from the site on which it is located within 60 days after termination of membership. If at the end of 60 days that action is not taken and an extension of time is not granted in writing by the Board of Directors, such member, his heirs, devisees, or legatees or personal representatives as the case may be, shall be notified in writing that such property shall be sold either by auction or by sealed bids as the Board of Directors shall designate. Any sealed bid shall be accompanied by earnest money as the Board of Directors may direct. Any member of the corporation shall also be entitled to bid either at the auction or by sealed bid upon said property. Such sale shall be held not sooner that 30 days from the date of said notice. The Board of Directors shall have the right to reject any and all bids. Upon acceptance of the best bid, in the opinion of the Directors, a bill of sale shall be executed by the Board of Directors to the successful bidder as agent or attorney in fact for the original owner thereof and the Treasurer shall return all funds deposited by unsuccessful bidders and shall pay to the terminating member, his heirs, devisees, legatees or personal representatives, all funds derived from the sale in excess of any fees, obligations or other indebtedness to the corporation. Unless the successful bidder is also entitled to membership privileges regarding the lot on which the personal property is located, property shall be removed within 60 days or forfeited. “Associate Membership” shall carry no property rights.

ARTICLE III. DUES AND ASSESSMENTS

Section 1. Dues or assessments, or both, monetary or otherwise, shall be set by the members and be determined at any regular or special meeting of the members by majority vote of those members present. All members shall be liable for dues and only those members receiving special services shall be liable for assessments for such services in the decision of the Board of Directors.

ARTICLE IV.   MEETINGS OF MEMBERS

Section 1. Annual Meeting. —An annual meeting of the “Full Memberships” of the corporation shall be held at Colorado Springs, Colorado, or such other place in Colorado, as designated by the Board of Directors, on the first Saturday of August of each year at the hour of 2:00 o’clock in the P.M., or at such time as may be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the date designated for any annual meeting, or at any adjournment, the Board of Directors may cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be done.

Section 2. Special Meetings. —Special meetings of the members may be called by the President, the Board of Directors, or at least twenty (20) memberships. Special meetings shall be held in Colorado Springs, Colorado, or such other place in Colorado, as designated by the person or persons calling the same.

Section 3. Notice of Meeting. —Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than 10 days nor more than 30 days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case 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 member at his address as it appears on the records of the corporation, with postage thereon prepaid. Waiver of notice of any annual or special meeting of the members may be made in writing before or after such meeting by any member.

Section 4. Quorum. —Those “Full Memberships” with voting privileges present at any meeting convened in accordance with Article IV of these By-Laws, shall constitute a quorum.

Section 5. Voting by Mail. —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.

ARTICLE V.   BOARD OF DIRECTORS

Section 1. General Powers. —The affairs of the corporation shall be managed and directed by its Board of Directors. The Board is responsible for determination of policy and objectives and all phases for the work of this corporation. The Directors need not be residents of Colorado but must be members of the corporation.

Section 2. Special Powers. —The Board of Directors shall have the power and authority to employ such personnel and staff as is necessary and reasonable to carry on the business of the corporation.

Section 3. Number, Tenure and Qualifications.

(a) Number and Tenure. —The number of Directors shall be at least seven. The regular term of office for members of the Board of Directors shall be three years. However, the initial Board of Directors may be composed of members serving various terms less than three years so that in ensuing years not more than three of said Board may be elected each year except to fill a vacancy occasioned by death or resignation so as to maintain a continuity of administration on the Board. Each Director shall hold office on the Board until his successor shall have been elected and qualified.

(b) Qualifications. — Qualifications for a member of the Board of Directors shall be either primary or secondary membership in good standing of Lutheran Valley Ranch, Inc., and membership in good standing of a congregation belonging to the Lutheran Church- Missouri Synod; A Lutheran who is not a member of a congregation of the Lutheran Church-Missouri Synod, but who acquired his membership upon recommendation of the Board of Directors as provided for in Article II, Section 5, may also be qualified for membership on the Board of Directors. In no event, however, may a non-Lutheran serve as a member of the Board of Directors. A majority of members of the Board of Directors shall be members of congregations of the Lutheran Church-Missouri Synod. Not more than one member from any membership may be represented on the Board of Directors at the same time.

Section 4. Nominating Committee. —The President annually shall appoint a nominating committee, which shall present a list of nominees for election to the Board of Directors at the annual membership meeting. Nominations may also be made from the floor at the meeting by any member. Nominees receiving the greatest number of votes shall be considered elected.

Section 5. Removal from Office. —A member of the Board of Directors may be removed from office by a majority vote of the members of the corporation present at any regular or special membership meeting called for that purpose.

Section 6. Regular Meetings of the Board of Directors. —A regular 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 members, or as soon thereafter as conveniently may be done. The Board of Directors may provide by resolution the time and place for the holding of additional meetings of the Board of Directors without other notice than such resolution.

Section 7. Special Meetings. —Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix the time and place in Colorado for holding any special meeting of the Board called by them.

Section 8. Notice. —Notice of any special meeting of the Board of Directors shall be given at least 10 days previous thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the corporation. If mailed, such notices shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of a meeting either before or after in writing. 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. Any business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these By-Laws.

Section 9. Quorum. —A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 10. Manner of Acting. —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.

Section 11. Vacancies. —Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director so elected shall hold office until the next annual membership meeting.

Section 12. Compensation. —Directors as such shall not receive any stated salary or compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VI. OFFICERS

Section 1. Designation of Officers. —The officers of the corporation shall be a President, a Vice-President, a Secretary, and 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 assistants as it shall deem desirable. Such officers shall have the authority and shall perform the duties prescribed from time to time by the Board of Directors.

Section 2. Election and Term of Office. —The officers of the corporation shall be elected annually by the Board of Directors from their number at their regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be done, 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 and shall have qualified.

Section 3. Removal. —Any officer elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

Section 4. Vacancies. —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.

Section 5. President. —The President shall preside at all meetings of the members and the Board of Directors. He is authorized to 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. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President. —In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions of the President. The 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.

Section 7. Treasurer. —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 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; shall 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 by the Board of Directors. In general, he shall perform all the duties incident to the office of Treasurer.

Section 8. Secretary. —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 By-Laws or as required by law and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws. He shall keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general shall 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 Board of Directors.

Section 9. Secretary and Treasurer Combined. —The offices of Secretary and Treasurer may be combined into one office by resolution of the Board of Directors.

Section 10. Executive Director or General Manager. —The Board of Directors may appoint an Executive Director or General Manager as it may designate. Such Executive Director or General Manager shall be the principal Executive Officer of the corporation and shall in general supervise the business and affairs thereof under the guidance and control of the Board of Directors. He may be appointed for such terms and for such compensation as the Board of Directors may designate. He shall hire and discharge administrative and clerical employees and may enter into routine contracts and may administer the routine business of the corporation. He shall be responsible for presenting the annual budget to the Board of Directors and make such recommendations as he may deem necessary relating to policy at the annual meeting of the Board of Directors. He shall perform such other duties as shall be assigned to him by the Board of Directors.

ARTICLE VII. RULES AND REGULATIONS

Section 1. By the Board. —The Board of Directors shall make such rules and regulations as they shall deem advisable and proper for the management, control and administration of Lutheran Valley Ranch, Inc. Such rules and regulations shall be binding upon all of the members of the corporation as though they are fully recited herein. Such rules and regulations shall be periodically reviewed by the Board of Directors or its appointed committee for such purpose.

ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. —The Board of Directors may authorize any officer or the Executive Director or General Manager of the corporation to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks. —All checks, drafts, orders 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, Executive Director or General Manager, and in such matters as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by the Treasurer and the President.

Section 3. Deposits. —All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors may select.

Section 4. Gifts or Donations. —The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purposes of the corporation.

ARTICLE IX. BOOKS AND RECORDS

Section 1. Books and Minutes. —The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and any committees having any authority by the Board of Directors and shall keep at the principal office a record of the names and addresses of the members. 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.

ARTICLE X. FISCAL YEAR

Section 1. Fiscal Year. —The fiscal year of the corporation shall start and end on September 1st of the calendar year.

ARTICLE XI. SEAL

Section 1. Corporate 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”.

ARTICLE XII. WAIVER OF NOTICE

Section 1. Waiver. —Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Colorado 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. AMENDMENTS

Section 1. Amendments to By-Laws. —These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a three-fourths (3/4) majority of the Directors present at any regular or special meeting of the Board of Directors, if at least 30 days written notice is given of intention to alter, amend, or repeal or to adopt new By-Laws at such meeting to the members thereof.

Section 2. Approval. —Any amendments to the By-Laws adopted by the Board of Directors must be approved, amended, or disapproved by a simple majority of the eligible corporate members as identified in Article II, Section 3, of these By-Laws voting at a duly called Membership Meeting.

Section 3. Prior Submission to Membership. —Any amendments to the By-Laws by the Board of Directors shall be submitted to the members of the corporation at least 10 days prior to a duly called Membership Meeting, thereby giving the corporate members an opportunity to study such changes.

Adopted December 1, 1959. Amended July 10, 1968; January 13, 1971; January 12, 1972; August 9, 1980; February 23, 1989; August 5, 1995; and August 6, 2011.