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HomeMy WebLinkAbout950698DECLARATION OF CONDOMINIUM Establishing a Plan for Condominium Ownership of the Premises known as Miles Professional Condominium Afton, Wyoming Pursuant to Wyo. Stat. 34 -20 -101 et seq. Name Miles Professional Condominium Declarant Miles Beverage and Michelle Miles Date of Declaration: November 19 2009 The land affected by this Declaration is as follows: Lot 7 of the South Afton Third Addition to the townsite of Afton in Section 36, T32NR119W and Section 31, T32NR118W, Afton, Lincoln County, Wyoming RECEIVED 11/23/2009 at 10:54 AM RECEIVING 950698 BOOK: 736 PAGE: 483 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY OF4 8a TABLE OF CONTENTS ARTICLE 1. NAME OF THE PROJECT ARTICLE 2. SUBMISSION OF THE PROPERTY ARTICLE 3. THE LAND. 484 2 2 2 2 ARTICLE 4. THE BUILDING ARTICLE 5. THE UNITS ARTICLE 6. NATURE OF OWNERSHIP ARTICLE 7. DESCRIPTION AND DIMENSIONS OF UNITS ARTICLE 8. CHANGES IN THE UNIT ARTICLE 9. MAINTENANCE AND REPAIRS OF UNITS ARTICLE 10. GENERAL COMMON ELEMENTS ARTICLE 11. USE OF UNITS AND COMMON ELEMENTS. ARTICLE 12. MAINTENANCE AND REPAIRS OF COMMON ELEMENTS. ARTICLE 13. DETERMINATION OF PERCENTAGE INTERESTS IN COMMON ELEMENTS 2 3 5 i 5 5 7 8 9 10 ARTICLE 14. LIENS AND MECHANICS LIENS. 10 ARTICLE 15. ENCROACHMENTS 11 ARTICLE 16. EASEMENTS. 11 ARTICLE 17. COVENANTS RUNNING WITH THE LAND. 12 ARTICLE 18. ASSOCIATION ORGANIZATION. 13 ARTICLE 19. MEMBERSHIP AND VOTING. 14 ARTICLE 20. ASSESSMENTS. 15 ARTICLE 21. INSURANCE 17 ARTICLE 22. MORTGAGEES. 19 ARTICLE 23. AMENDMENTS OF DECLARATION. 19 ARTICLE 24. TERMINATION OF CONDOMINIUM. 19 ARTICLE 25. ARTICLE 26. ARTICLE 27. ARTICLE 28. ARTICLE 29. ARTICLE 30. ARTICLE 31. ARTICLE 32. ARTICLE 33. Cqk 485 WAIVER. 20 CAPTIONS. 20 CERTAIN REFERENCES. 20 SEVERABILITY. 21 COVENANT OF FURTHER ASSURANCES 21 LEASES 21 SUCCESSORS AND ASSIGNS 22 CONSENTS 22 INCORPORATION BY REFERENCE. 22 ii EXHIBITS O 486 EXHIBIT A. DESCRIPTION OF THE LAND 24 EXHIBIT B. DESCRIPTION OF THE UNITS 25 EXHIBIT C. DEFINITIONS 26 EXHIBIT D. BYLAWS 29 EXHIBIT E. MEMORANDUM OF COMMON ELEMENTS 30 iii DECLARATION OF MILES PROFESSIONAL CONDOMINIUM RECITALS Miles Beverage, Inc., a Wyoming close corporation, having an office at 611 S. Washington Afton, Wyoming 83110 and Michelle Miles (collectively referred to as "Declarant does hereby declare as follows: WHEREAS, Declarant is the owner of certain real property in Lincoln County, State of Wyoming, which Declarant more particularly describes herein; WHEREAS, Declarant has constructed certain improvements on the real property, including a building; WHEREAS, Declarant may expand the current building and/or construct additional buildings on the real property; WHEREAS, Declarant wants to designate the real property and improvements as a condominium project pursuant to Wyo. Stat. 34 -20 -101 et seq. (the "Condominium Ownership Act WHEREAS, Declarant wants to establish by this Declaration, a plan for the ownership in fee simple of real property estates consisting of the area or space contained in each unit in the building and improvements and the co- ownership by the individual and separate owners thereof, as tenants -in- common, of all the remaining property Declarant hereinafter defines and refers to as the Common Elements; WHEREAS, Declarant wants to establish by this Declaration, a general plan for management of the condominium project for its use, occupancy and enjoyment, all for the purpose of enhancing and protecting the value, desirability and attractiveness of the real property and improvements and enhancing the quality of life within the condominium project; WHEREAS, Declarant has or will form and incorporate, pursuant to the laws of the State of Wyoming, Miles Professional Condominium Association, a Wyoming nonprofit corporation, to manage the condominium project; THEREFORE, Declarant does hereby publish and declare the real property, buildings and improvements constructed or to be constructed and located thereon, to be submitted and dedicated to condominium use and ownership as set forth herein and the following terms, covenants, conditions, easements and restrictions, uses, limitations and obligations will be deemed to run with the land, shall be a burden and a benefit to Declarant, its successors and assigns, and any person acquiring or owning an interest in the real property, buildings and improvements, their grantees, successors, heirs, executors, administrators or assigns. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE I OF 26 ARTICLE 5. THE UNITS DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 2 OF 26 K P )488 ARTICLE 1. NAME OF THE PROJECT The name of this condominium project is "Miles Professional Condominium" (the "Project Declarant shall own and control all rights and interests, and shall be responsible for all obligations and liabilities, appurtenant to the name of the Condominium and/or the Building. For so long as Declarant owns any Units in the Building, only Declarant shall have the right to change or assign the name of the Condominium and /or the Building, subject to the consent of the Condominium Board (hereinafter defined). ARTICLE 2. SUBMISSION OF THE PROPERTY 2.1 Declarant hereby submits the Land (hereinafter defined), Building (hereinafter defined), all improvements erected and to be erected thereon, all easements, rights and appurtenances belonging thereto and all other property, real, personal or mixed, intended for use in connection therewith (collectively, the "Property to the provisions of Wyo. Stat. 34 -20 -101 et seq. (the "Condominium Ownership Act 2.2 Attached to this Declaration and made a part hereof are the Association Bylaws that set forth detailed provisions governing the operation, use and occupancy of the Condominium (said Bylaws, as may be amended from time to time, is hereinafter referred to as the "Bylaws See Exhibit "D." All capitalized terms that this Declaration has not separately defined herein will have the meanings given to those terms in the Bylaws. ARTICLE 3. THE LAND Included in the Property described in Article 2 is all that certain tract, plot, piece and parcel of land (the "Land situate, lying and being in Lincoln County, Wyoming, described in Exhibit "A" annexed hereto and made a part hereof and more particularly described as Lot 7 of the South Afton Third Addition to the Townsite of Afton, Lincoln County, Wyoming, filed in the Office of the Clerk of Lincoln County with Accession No. 908928. Declarant owns the Land in fee simple absolute. The Land has an area of approximately 1.43 Acres. ARTICLE 4. THE BUILDING 4.1 Currently included in the Property described in Article 2 is a 1 -story building, without a basement (the "Building The Building is constructed of a steel structural frame, reinforced concrete and metal exterior walls. The Building has eight entrances on exterior walls 4.2 Pursuant to the Bylaws, Building shall also include additions to the current building and /or additional buildings added at a later date. 5.1 The plat of Miles Professional Condominium as recorded is attached hereto as Exhibit "B" and made a part hereof sets forth the following data with respect to each Unit necessary for the proper identification thereof: Unit designation; approximate square foot area; and the percentage interest in the Common Elements (as hereinafter defined) appurtenant to such Unit. The memorandum from Mountain Moon Services LLC attached hereto as Exhibit E sets forth the existing occupancy designations and separation of occupancies as set forth in. Declarant has shown the location of each Unit on the floor plans of the Building (the "Floor Plans certified by Surveyor Scherbel, LTD, and intended to be approved by the County Assessor and filed with the Lincoln County Assessor's office following the recording of this Declaration. 5.2 Every Contract, Deed, Lease, Mortgage, Trust Deed, Will or other instrument shall legally describe the Unit is follows: Condominium Unit No. Miles Professional Condominium, according to the Declaration recorded on 2009, in Book Page of the Lincoln County Real Estate Records. 7O 4S9 5.3 Every such description shall be good and sufficient for all purposes to sell, convey, transfer, encumber or otherwise affect not only the Unit, but also the undivided interest in the Common Elements appurtenant to said Unit and all other appurtenant properties and property rights, and incorporate all of the rights and burdens incident to ownership of a Unit and all the limitations thereon as described in this Declaration. Each such description shall be construed to include a nonexclusive easement for ingress and egress to and from an Owner's Unit and the use of all of the Common Elements. ARTICLE 6. NATURE OF OWNERSHIP 6.1 The Property described in the recitals above, which has been submitted to Condominium Ownership, including the improvements thereon, is hereby divided into three (3) fee simple estates (individually "Unit collectively "Units Each such estate shall consist of a separately designated Unit and an undivided interest in and to the Common Elements appurtenant to such Unit. Title to each Unit is hereby made subject to the terms and conditions hereof, which shall bind the Declarant and all subsequent Unit Owners, whether or not it be so expressed in the deed by which any Owner acquires said Unit. 6.2 Declarant shall give written notice to the Lincoln County Assessor, of the creation of Condominium ownership of the Project, as is provided by law, so each Unit and the individual interest in the Common Elements appurtenant thereto, shall be deemed separate parcels and subject to separate assessment and taxation. 6.3 A Unit may be held and owned by more than one (1) person or entity as joint tenants or as tenants -in- common or in any other form or ownership recognized under the laws of the State of Wyoming. 6.4 No part of a Unit or the legal rights comprising ownership of a Unit may be separated from any other part thereof during the period of Condominium ownership prescribed herein, so that each Unit and the undivided interest in the Common Elements must be conveyed, rented or encumbered only as a condominium unit. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PACE 3 OF 26 r 9 0 6.5 Neither a Unit Owner, a Group of Unit Owners, nor the Association shall have the rig t to combine, divide or partition any Unit or Units, and, in title to any Unit, the Unit Owner thereof shall be deemed to have waived any and all rights to combine, divide or partition. The Common Elements shall be owned in common by all the Unit Owners and shall remain undivided and neither a Unit Owner, a group of Unit Owners, nor the Association shall bring any action for partition or division of the General Common Elements. A violation of the provisions of this paragraph shall entitle the Association to collect, jointly and severally, from the parties violating the same, attorneys fees, costs and other damages the Association incurs in connection therewith. 6.6 Each Unit Owner shall be responsible for: 6.6.1 The entrance door and any other doors to such Unit, smoke detectors and all interior windows of such Unit. 6.6.2 All plumbing, gas and heating fixtures and equipment such as heating equipment and heating systems attached or appurtenant to such Unit and serving such Unit exclusively. Plumbing, gas and heating fixtures and equipment as used in this Section 6.6 include exposed gas and water pipes from the pipe stub that enter the Unit and the fixtures, appliances and equipment to which they are attached, and any special pipes or equipment a Unit Owner may install within a wall or ceiling, or under the floor, but shall not include the general or main, non unit specific gas, water or other pipes within the walls, ceilings, or floors. 6.6.3 All waste water management above and beyond a simple drain. If a Unit Owner needs to install waste water management equipment in or around common areas, such Unit Owner must have the written consent of all other Unit Owners and the Association. Unit Owners shall be solely responsible for the design, permitting, installation and maintenance of any waste water management system. 6.6.4 Each unit must have at least one electrical panel box located within the Unit. Each Unit Owner must install an electrical meter for his /her /its Unit if one does not already exist. Any additional electrical service to the Unit or the building over and above the existing capacity will be the responsibility of the Unit Owner requiring the additional service. Also, all refrigerators, dishwashers, ranges, and other appliances that may be affixed, attached or appurtenant to such Unit and serving such Unit exclusively will be the sole responsibility of the Unit Owner. 6.6.5 All ventilating and air conditioning "HVAC units (including ductwork, the units and the fans inside the units), heating equipment, as may be affixed, attached or appurtenant to such Unit and serving such Unit exclusively. HVAC shall include, but is not limited to, any machinery existing outside the Unit, such as the roof. Furthermore, all HVAC ductwork, units and related equipment and machinery must be contained within the Unit or on the roof (subject to the provisions of Paragraph 11.4), unless the Association approves otherwise. 6.7 Each Unit shall also include (i) all lighting and electrical fixtures and appliances within the Unit, (ii) any special equipment, fixtures or Facilities (as hereinafter defined) affixed, attached or appurtenant to the Unit, to the extent located within a Unit, from the main electrical panel for wiring and from the conduit stub for electrical conduit, and serving or benefitting only that Unit, and (iii) basic fire monitoring. Notwithstanding anything contained in this Article 6 to the contrary, each Unit Owner will have the right, exercisable at any time, to install, at such Unit Owner' s sole cost and DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 4 OF 26 expense, additional security and/or fire prevention/monitoring equipment, decorations, fixtures and coverings (including, without limitation, painting, finishing, wall to wall carpeting, pictures, mirrors, shelving and lighting fixtures) on the surfaces of the walls, ceilings and floors that face the interior of such Unit Owner's Unit and to a depth of one inch behind such surfaces for the purposes of installing nails, screws, bolts and the like, provided that no such installation shall impair the structural integrity and mechanical, security, fire protection and monitoring and/or electrical systems of such Unit or of the Building. 6.8 Each Unit Owner shall have the right to ingress and egress over, upon and across the Common Elements necessary for access to his /her /its Unit and shall have the right to the horizontal and lateral support of his/her /its Unit. Such rights shall be appurtenant to and pass with the title to each Unit. 6.9 Each of the Units is subject to the encroachments and easements described in this Declaration to the extent and on the terms and conditions provided for herein. ARTICLE 7. DESCRIPTION AND DIMENSIONS OF UNITS 7.1 Declarant has measured the approximate floor area of each Unit horizontally from the exterior side of the exterior Building walls, or from the midpoint of the interior walls and partitions separating the Unit from another Unit, or from the midpoint of the interior walls and partitions separating the Unit from mechanical equipment spaces or any other Common Elements. Columns, mechanical shafts and pipes (whether along the perimeter or within the Unit), are not deducted from the square foot area of the Unit. ARTICLE 8. CHANGES IN THE UNIT Except to the extent inconsistent with Article 11 or the Bylaws or prohibited by law, each Unit Owner shall have the right, subject to the approval of the Association Board, which shall not be unreasonably withheld, to change the layout or number of rooms in the Units from time to time. ARTICLE 9. MAINTENANCE AND REPAIRS OF UNITS 9.1 The Association, at its expense, shall be responsible for the maintenance, repair and replacement of: 9.1.1 all portions of the Unit which contribute to the support of the Building, excluding, however, interior wall, ceiling and floor surfaces, and including, without intending to limit the same to, outside walls of the Buildings, structural slabs, roof, interior boundary walls of Units and load- bearing columns; 9.1.2 all conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility services which may be contained in the Unit but excluding therefrom, appliances, office machinery and plumbing fixtures; 9.1.3 all incidental damage caused to a Unit by such work as may be done or caused to be done by the Association in accordance herewith; DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 5 OF 26 DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 6 OF 26 9.1.4 contracts for sewer, water, exterior lights, refuse collection, exterior electric service, vermin extermination, and other necessary services. Also place orders for such equipment, tools, appliances, materials and supplies as are necessary to maintain the Condominium; and 9.1.5 Funds for the payment of the above and foregoing shall be assessed against the Unit Owners as a common expense. 9.2 By the Unit Owner: 9.2.1 Each Unit Owner shall have the right and obligation to keep the interior ofhis /her /its Unit including without limitation, the permanent fixtures and appliances, therein; the interior non supporting walls; and the interior finished surfaces of perimeter walls, ceilings, and floors, in a clean, sanitary, and attractive condition and in good state of repair and shall keep the Limited Common Elements (hereinafter defined) designated for use in connection with his/her /its Unit in clean sanitary, and attractive condition and in a good state of repair. The Unit Owner shall not be responsible for lines, pipes, wires, conduits, or systems running through or adjacent to his Unit which serve one (1) or more other Units except as tenant -in- common with the other owners. A Unit Owner shall, however, be responsible for the maintenance, repair or replacement of any plumbing fixtures, water heaters, heating or air conditioning equipment, lighting fixtures or any other equipment that may be in, or connected solely with his /her /its Unit. The right to repair, alter and remodel shall carry the obligation to replace any finishing or other materials removed with similar types or kinds of materials. Damage to the interior of any part of a Unit resulting from the maintenance, repair, emergency repair, or replacement of any of the Common Elements or Limited Common Elements or as a result of emergency repairs within another Unit, at the instance of the Association or of a Unit Owner, shall be an expense of all of the Unit Owners. 9.2.2 No structural alterations to any Common Element within a Unit shall be made, and no plumbing, electrical, or similar work within or upon the Common Elements shall be done by a Unit Owner without the prior written consent of the Association. A Unit Owner may do such work as may be appropriate to maintain, repair or replace without altering or changing the Limited Common Elements appurtenant to such Unit Owner's Unit without violating this provision. 9.2.3 The Unit Owner shall: (1) not paint or otherwise decorate or change the appearance of any portion of the Building not within the walls of the Unit, unless the written consent of the Association is obtained; (2) promptly report to the Association or its agent any defect or need for repairs or maintenance, the responsibility for the remedying of which is with the Association. 9.2.4 In the event any Unit Owner fails to properly maintain and repair their Unit as required under this Paragraph 9.2, the Association may, after giving the Unit Owner thirty (30) days written notice, undertake such maintenance or repair item(s) and charge the Owner of the Unit. An Owner's failure to pay said charge may result in a lien on said Unit as provided in Article 20. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 7 OF 26 ARTICLE 10. GENERAL COMMON ELEMENTS 10.1 The General Common Elements of the Condominium (the "Common Elements consist of the entire Property, including the Land and all parts of the Buildings and improvements thereon other than the interior (midpoint to midpoint of the interior walls, floor and ceiling) of the Units. The Common Elements include, but are not limited to, those walls, rooms, areas, corridors, spaces, and other parts of the Buildings and all Facilities (hereinafter defined) therein for the common use of the Units and the Unit Owners or which are necessary or convenient for the existence, maintenance or safety of the Property. The Common Elements are for the common use of all Unit Owners. 10.2 Common Elements shall include Limited Common Elements. Limited Common Elements shall be those things such as windows, doors, stairs, exterior lights, mail boxes, attached to the supporting structure which adjoin and are attached to or associated with a certain Unit and, without further reference, are to be used in connection with such unit to the exclusion of other Owners of the Common Elements. Except as specifically required in this Declaration, no reference thereto, whether such Limited Common Elements are exclusive or non exclusive, need be made in any instrument of conveyance or other instrument according to Article 5 of this Declaration. 10.3 The Common Elements consist of the following: 10.3.1 The Land (as more particularly described in Exhibit "A" attached to this Declaration), together with all easements, rights and privileges appurtenant thereto. 10.3.2 All of the following: all foundations, footings, columns, girders, floor slabs and ceilings, beams, and supports and interior load bearing walls. 10.3.3 The rooms and facilities located as follows: electric switchboard room, elevator mechanical rooms, meter rooms, toilette, janitor's sink and mechanical room and related Facilities located on the roof. 10.3.4 Boiler room, fire pump room, gas meter room, water meter room including their respective concrete floor slabs and ceilings, freight elevator and shaft. 10.3.5 Fire pump, ejector pump, manual and automatic fire pump system, manual fire pump controller. 10.3.6 Water service and house pumps located below grade level, combined house sewer line, sanitary house drain which connects the combined house sewer line to sanitary house drains, storm house drain which connection combines the house sewer line to storm leaders, house trap and vent pipe which serve the sanitary system and running trap which serves the storm drain system. 10.3.7 Lighting equipment which illuminates the exterior portions of all entrances to the Building and the parking lots. 10.3.8 Exhaust systems including the exhaust fan, ductwork and intake and discharge connections. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 8 OF 26 x 10.3.9 Ventilation supply system consisting of motors, ductwork, fans, and controls serving the below grade level and steam and condensate return piping. 10.3.10 Mechanical equipment rooms including their respective concrete floor slabs and ceilings and any staircases, landings and stairs therein. All passages and corridors, mechanical and other rooms and areas located at 10.3.11 the Property. 10.3.12 All electrical rooms. 10.3.13 Any other Facilities in the Building which serve or benefit or are necessary or convenient for the existence, maintenance, operation or safety of the Units and are not a part of any Unit or Common Element. 10.4 The Common Elements will remain undivided and no Unit Owner or other person will bring or will have the right to bring any action for partition or division thereof except as may be specifically provided for herein and in the Bylaws. ARTICLE 11. USE OF UNITS AND COMMON ELEMENTS 11.1 As more particularly set forth in the Bylaws, the Units can only be used as defined in the City and County Zoning Resolution. 11.2 Except as set forth otherwise in this Declaration or the Bylaws, each Unit Owner, shall have, in common with all the other Unit Owners, an easement for ingress and egress through, as well as for the use and enjoyment of, all the Common Elements, subject to and according to the provisions of this Declaration and the Bylaws, and the Common Elements shall be subject to such easement. Notwithstanding the foregoing, however, no Unit Owner shall use or enjoy the Common Elements except according to the reasonable purposes for which they are intended and without encroaching upon the rights of other Unit Owners to do so. Such easement shall include the right to maintain, repair, alter, restore and replace such Common Elements, provided, however, such rights shall be exercised only by the Association by its Board and/or its managing agent on behalf of all Unit Owners as more fully set forth in the Bylaws. In addition, the Association, by its Board and/or its agents, to the extent such Boards and/or agents are permitted to act by the Bylaws for such purposes, shall have a right of access to each Unit to inspect the same, to remove violations therefrom and to maintain, repair or replace the Common Elements contained therein or elsewhere in the Property. All easements and rights of access described in this Article 11 shall be exercised in such a manner as will not unreasonably interfere with the normal conduct of business of the tenants and occupants for their permitted purposes. Such entries shall be permitted on not less than one day's notice, except that no notice will be necessary in the case of an "emergency" (i.e., a condition requiring repair or replacement immediately necessary for the preservation or safety of the Building or for the safety of occupants of the Building, or other persons, or required to avoid the suspension of any necessary service in the Building). 11.3 Nothing shall be done or kept in any Unit or in the Common Elements or any part thereof which would result in the cancellation of the insurance of the Project or any part thereof or increase the rate of the insurance on the Project or any part thereof over what the Association, but for such activity, would pay, without the prior written consent of the Association. No operation or activity shall be permitted by an Owner or another within or upon any portion of the Project which will violate the provisions of any applicable statute, rule, ordinance, regulation, permit, or other validly imposed requirement of any governmental body or the Bylaws or the reasonable rules and regulation of the Association or any applicable protective restrictions and covenants No damage to or waste of the Common Elements or any part thereof shall be committed by any Owner or any invitee of any Owner and each Owner shall indemnify and hold the Association and the other Owners harmless against all loss resulting from any such damage or waste caused by the Owner or the Owner' s invitees. 11.4 Unit Owners and the Association shall be cognizant of the building aesthetics, including the roof line. No Unit Owner shall install equipment (e.g., satellite dishes) on the roof without the approval of the Association Board. Equipment that must be installed on the roof (e.g., HVAC units) and has been approved by the Association Board should be placed, to the extent practicable, behind the roof screen. ARTICLE 12. MAINTENANCE AND REPAIRS OF COMMON ELEMENTS 12.1 Maintenance, repair, management and operation of the Common Elements shall be the responsibility of the Association, as more fully set forth in Article 18. The Association may maintain all or any part of the Limited Common Elements. 12.2 Expenses incurred or to be incurred for the maintenance, repair, management and operation of the Common Elements shall be colleted from Owners as assessed, according to the provision contained elsewhere herein. 12.3 The Association shall have the right to make or cause to be made such alterations and improvements to the Common Elements (which do not prejudice the right of any Owner unless his /her /its written consent has been obtained), provided the making of such alterations and improvements are first approved by the Association Board of Directors. ARTICLE 13. DETERMINATION OF PERCENTAGE INTERESTS IN COMMON ELEMENTS The percentage of interest in the Common Elements applicable to each Unit, as shown on Exhibit "B," is based upon floor space, subject to the location of such space and additional factors of relative value to other space in the Condominium, the uniqueness of the Unit, the availability of Common Elements for exclusive or shared use and the overall dimensions of a particular Unit. The aggregate Common Interest for all Units is 100 ARTICLE 14. LIENS AND MECHANICS LIENS 14.1 No labor performed or services or materials furnished in or for a Unit with the consent of or at the request of an Owner or his agent or his contractor or sub contractor shall be the basis for the filing of a lien against the Common Elements, against the Unit of any other Owner, against any part thereof, or against any other property of any other Owner, unless such other Owner has expressly DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 9 OF 26 496 consented to or requested the same. Such express consent shall be deemed to have been given by the Owner of any Unit in the case of emergency repairs thereto. Labor performed or services or materials furnished for the Project, if duly authorized by the Association, shall be deemed to be performed or furnished with the express consent of each Owner. An Owner may remove his Unit from a lien against two (2) or more Units or any part thereof by payment to the holder of the lien of the fraction of the total sum secured by such lien which is attributable to his Unit. Notwithstanding the foregoing, any mortgagee of a Unit who shall become the owner of such Unit pursuant to a lawful foreclosure sale or the taking of a deed in lieu of foreclosure shall not be under any obligation to indemnify and hold harmless any other Owner against liability for claims arising prior to the date such mortgagee becomes an owner, but shall be under such obligation for any claims thereafter. 14.2 All liens against a Unit other than for permitted mortgages, taxes or special assessments will be satisfied or otherwise removed within thirty (30) days from the date the lien attaches. In the event of a disputed lien, Unit Owners have the right to file a surety, bond, letter of credit, cash or cash equivalent against a lien as provided in Wyo. Stat. 29 -1 -310. All taxes and special assessments upon a Unit shall be paid before becoming delinquent. 14.3 A Unit Owner shall give notice to the Association of every lien upon his /her /its Unit other than for permitted mortgages, taxes and special assessments within ten (10) days after the attaching of the lien. 14.4 Unit Owners shall give notice to the Association of every suit or other proceeding which will or may affect the title of his /her /its Unit or any other part of the Property, such notice to be given within ten (10) days after the Unit Owner receives notice thereof. 14.5 Failure to comply with this Article 14 concerning liens will not affect the validity of any foreclosure. ARTICLE 15. ENCROACHMENTS If (a) any portion of the Common Elements encroaches upon any Unit or upon any other Common Element, (b) any Unit encroaches upon any other Unit or upon any portion of the Common Elements or (c) any such encroachments shall hereafter occur because of (i) settling or shifting of the Building, (ii) any alteration, repair or restoration of the Common Elements made by or with the consent (as required by the Bylaws) of the Association Board or made by Declarant or its designee or (iii) any alteration, repair or restoration of the Building (or any portion thereof) or of any Unit or Common Element after damage by fire or other casualty or any taking by condemnation or eminent domain proceedings of all or any portion of any Unit or the Common Elements provided such encroachment does not adversely affect the use and occupancy of any Unit or the Common Elements; then, in any such event, a valid easement shall exist for such encroachment and for the maintenance of the same as long as the Building shall stand. ARTICLE 16. EASEMENTS 16.1 Except as set forth in this Declaration, each Unit Owner shall have, in common with all other Unit Owners, an easement for the use of the Common Elements. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 10 OF 26 .497 16.2 Each Unit Owner shall have, in common with all other Unit Owners, an easement for ingress and egress for the use of any Common Element, to the extent necessitated by an emergency. 16.3 Each Unit shall have an easement of support and of necessity and shall be subject to an easement of support and necessity in favor of all other Units and the Common Elements. 16.4 Declarant (or its designee) and Unit Owners and their successors and assigns shall have the right to add the name of their business to the sign near the main entrance. Due to the amount of window space on the building, the Association shall control any signage as to the amount of light it produces. Unit Owners shall also be allowed to install a sign on or near the entrance to their own Unit(s). 16.5 Declarant (or its designee) and the Association Board shall have the right to grant such additional electric, gas, steam, ventilation or other easements for utilities or otherwise or relocate any easements as Declarant (or its designee) or the Association Board, as the case may be, shall deem necessary or desirable for the proper operation and maintenance of the Building or any portion thereof, or for the general health or welfare of the owners, tenants and occupants of the appropriate Units, provided that such additional utilities or the relocation of existing utilities will not prevent or unreasonably interfere with the normal conduct of business of the tenants and occupants of the Units for their permitted purposes, and shall not result in the imposition of any mechanic's lien against any of the Units. Any utility company and its employees and agents shall have the right of access to any Unit or the Common Elements in furtherance of such easement, provided such right of access shall be exercised in such manner as shall not unreasonably interfere with the normal conduct of business of the tenants and occupants of the Units for their permitted purposes. 16.6 Declarant (or its designee) and the owners of the Units and Common Elements shall have an easement, (a) to install, utilize, operate, maintain, repair, alter, rebuild, restore and replace (i) satellite dishes and similar equipment on the roof of the Building and the conduit and other Facilities relating thereto, and (ii) ventilation shafts from the Units on the exterior of the Buildings, and (b) to maintain any encroachment on any Unit, or any Common Elements or elsewhere on the Property resulting from the installation, operation, maintenance, repair, alteration, rebuilding, restoration or replacement thereof; provided that access to any Unit or Common Element in furtherance of such easement shall be exercised in a manner as will not unreasonably interfere with the normal conduct of business of the tenants and occupants of the Units for their permitted purposes. Such entry shall be permitted on not less than one day's notice, except that no notice will be necessary in the case of an emergency. 16.7 Declarant, for so long as it shall own any Units, and the Association Board, on behalf of all Unit Owners, shall have the right to grant such additional electric, gas, steam, cable television, telephone, water, storm drainage, sewer and other utility easements in, or to relocate any existing utility easements to, any portion of the Property as Declarant or the Association Board, as the case may be, shall deem necessary or desirable for the proper operation and maintenance of the Building or any portion thereof, or for the general health or welfare of the owners, tenants and occupants of the appropriate Units, provided that the granting of such additional utility easements or the relocation of existing utilities will not prevent or unreasonably interfere with the normal conduct of business carried on within the Units for their permitted purposes, and shall not result in the imposition of any mechanic' s lien against any of the Units. Any utility company and its employees and agents shall have the right of access to each Unit or the Common Elements in furtherance of such easement, provided such right of access shall be exercised in such manner as shall not unreasonably interfere with the normal conduct of business carried on within the Units for their permitted purposes. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 11 OF 26 498 Notwithstanding any other provision of this Declaration, the Bylaws or the Rules and Regulations, any alterations carried out in connection with the easements granted hereinabove shall be such that neither the configuration nor the usable area of the affected Unit shall be materially adversely affected. 16.8 Declarant and its contractors, employees and agents for so long as Declarant shall own any Unsold Unit, shall have an easement for ingress and egress through all of the Common Elements in order to make alterations, additions, or improvements, whether structural or non structural, interior or exterior, ordinary or extraordinary, in, to and upon Unsold Units. 16.9 Each Unit and the Common Element shall have easements of subjacent support and necessity, and the same shall be subject to such easements in favor of all of the other Units and the Common Elements. ARTICLE 17. COVENANTS RUNNING WITH THE LAND 17.1 All provisions of this Declaration, the Bylaws and the Rules and Regulations which are annexed hereto and made a part hereof, including, without limitation, the provisions of this Article 17, shall to the extent applicable and unless otherwise expressly herein or therein provided to the contrary, be perpetual and be construed to be covenants running with the Land and with every part thereof and interest therein, and all of the provisions hereof and thereof shall be binding upon and inure to the benefit of the owner of all or any part thereof, or interest therein, and his /her /its heirs, executors, administrators, legal representatives, successors and assigns, but the same are not intended to create, nor shall they be construed as creating, any rights in or for the benefit of the general public. All present and future owners, tenants, subtenants, licensees, and other occupants of Units shall be subject to and shall comply with the provisions of this Declaration, the Bylaws and the Rules and Regulations, as they may be amended from time to time. The acceptance of a deed or conveyance or the entering into of a lease or the entering into occupancy of any Unit shall constitute an agreement that the provisions of this Declaration, the Bylaws the Rules and Regulations, as they may be amended from time to time, are accepted and ratified by such owner, tenant or occupant, and all of such provisions shall be deemed and taken to be covenants running with the Land and shall bind any person having at any time any interest or estate in such Unit, as though such provisions were recited and stipulated at length in each and every deed or conveyance or lease or use and occupancy agreement thereof. 17.2 If any provision of this Declaration or the Bylaws is invalid under, or would cause this Declaration and the Bylaws to be insufficient to submit the Property to the provisions of, the Condominium Act, such provision shall be deemed deleted from this Declaration or the Bylaws, as the case may be, for the purpose of submitting the Property to the provisions of the Condominium Ownership Act but shall nevertheless be valid and binding upon and inure to the benefit of the owners of the Property and their heirs, executors, administrators, legal representatives, successors and assigns, as covenants running with the Land and with every part thereof and interest therein under other applicable law to the extent permitted under such applicable law with the same force and effect as if, immediately after the recording of this Declaration and the Bylaws, all Unit Owners had signed and recorded an instrument agreeing to each such provision as a covenant running with the Land. If any provision which is necessary to cause this Declaration and the Bylaws to be sufficient to submit the Property to the provisions of the Condominium Ownership Act is missing from this Declaration or the Bylaws, then such provision shall be deemed included as part of this Declaration DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 12 OF 26 or the Bylaws, as the case may be, for the purposes of submitting the Property to the provisions of the Condominium Ownership Act. ARTICLE 18. ASSOCIATION ORGANIZATION The administration of the Project, including, but not limited to, the acts required of the Association, shall be governed by the following provisions: 18.1 The administration of this Project shall be governed by this Declaration, the Articles of Incorporation and the Bylaws of Miles Professional Condominium Association, referred to herein as the "Association." An owner of Mile Professional Condominium Unit shall be a member of the Association upon conveyance to him/her /it of his /her /its Unit and/or upon execution of a Contract for Deed to buy his /her /its Unit and shall remain a member for this period of this ownership. The Association shall be granted all of the powers necessary to govern, manage, maintain, repair, administer and regulate the project and to perform all of the duties required of it. 18.2 The Association has the right to dedicate or transfer all or any part of the Common Elements to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument signed by two- thirds /a) of the members agreeing to such dedication or transfer has been recorded. Declarant's right to grant utility easements is not affected by this covenant. 18.3 Except as otherwise expressly stated herein, any of the rights, interest and obligations of the Association and Declarant set forth herein or reserved herein may be transferred or assigned to any other person or entity; provided, however, that no such transfer or assignment shall relieve the Association and Declarant of any of the obligations set forth herein. Any such transfer or assignment shall not revoke or change any of the rights or obligations of any Owners as set forth herein. 18.4 The Association shall be responsible for the exclusive management and control of the Common Elements and all improvements thereon (including equipment related thereto) and shall keep the same in good, clean, attractive and sanitary condition, order and repair. The Association shall be responsible for the maintenance and repair of exterior surfaces of the Buildings including without limitation the painting of the same as often as necessary, the replacement of trim caulking, the maintenance and repair of roofs and the maintenance and repair of all other improvements, or materials located within or used in connection with the Common Elements including the parking areas and all sidewalks and walkways free from snow and debris. The Association shall maintain in proper, first class manner all landscaping, grass, trees and shrubs and natural vegetation constituting part of the Common Elements, including assuring the preservation of good visual continuity between landscaped areas and natural vegetation. The specification of duties of the Association with respect to particular Common Elements shall not be construed to limit its duties with respect to other Common Elements as set forth in the first sentence in this paragraph. The cost of such management, maintenance, and repair by the Association shall be borne as provided in Article 20. Notwithstanding the above, the Association reserves the right to hire one or more persons or entities, including a Managing Agent, contractors, and employees, to perform such services. Finally, the Association shall be responsible for all recording, keeping and enforcing of all warrantees for the Common Elements and related equipment. 18.5 The Association may make reasonable rules and regulations governing the use of the Units and of the Common Elements, which rules and regulations shall be consistent with the rights and DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 13 OF 26 499 duties established in this Declaration. The Association, at a properly called meeting and with the majority vote of disinterested directors, may suspend any Owner's voting rights in the Association during any period or periods during which such Owner fails to comply with such rules and regulations, or with any other obligations of such Owner under this Declaration. Alternatively, an Owner may preserve all rights by paying under protest. The Association may also take judicial action against any Owner to enforce compliance with such rules, regulations or other obligations or to obtain damages for noncompliance, all to the extent permitted by law. 18.6 The Association shall control all aspects of parking, including the allocation of parking spaces to the Owners. ARTICLE 19. MEMBERSHIP AND VOTING The Association shall have one class of voting membership: 19.1 Members shall be all Owners and shall be entitled to one vote for each Unit owned. When more than one person holds an interest in any unit, all such persons shall be members. The vote for such Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Unit. ARTICLE 20. ASSESSMENTS 20.1 The Declarant, for each Unit owned within the Properties, hereby covenants, and each Unit Owner, upon acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorney's fees, shall be a charge on the land and shall be continuing lien upon the property against which each such assessment is made. 20.2 Association levied assessments shall be used to promote the health, safety and welfare of the Owners in the Project and for the improvement and maintenance of the Common Elements and Units as provided for elsewhere in this Declaration. 20.3 The annual assessment shall be -0- per square foot until varied by the Association's Board of Directors. The Association may allow the annual assessment to be paid in twelve monthly installments. If monthly installments are paid, they shall be due and payable in advance on or before the fifth day of each month. The maximum annual assessment may be increased each year not more than f i ve percent 5 DM above the assessment for the previous year unless by majority vote of the membership. 20.4 In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of a capital improvement upon the Common Elements, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two- thirds of the voting membership who are voting in person or by proxy at a meeting duly called for this purpose. Written notice of any DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 14 OF 26 r special assessment shall be sent to every owner subject thereto at least thirty (30) days in advance of the assessment period. 20.5 Annual and special assessments must be fixed at a uniform rate for all Units and may be collected on a monthly basis. The Association Board of Directors may assess appropriate expenses on a reasonable pro -rata basis to the Units directly benefitting thereby. 20.6 Written notice of any meeting called for the purpose of taking any action authorized under paragraphs 20.3 or 20.4 of this Article shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast 60 percent (60 of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one -half /Z) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than Sixty (60) days following the preceding meeting. 20.7 The annual assessment provided for herein shall commence as to all Units on 30 days after the filing of this Declaration. The first annual assessment shall be adjusted according to the number of months remaining in the year. The Association year shall commence on January 1 and end on December 31. The Association Board of Directors shall fix the amount of the annual assessment against each Unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto at least thirty (30) days in advance of the assessment period. The due dates shall be established by the Association Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Unit have been paid. 20.8 Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of eighteen percent (18 per annum. An Assessment provided for in this Declaration which is not paid when due shall be delinquent on said date. If any such Assessment is not paid within thirty (30) days after delivery of notice of such delinquency from the Association, a late charge of Twenty -Five Dollars ($25.00) shall be levied. Further, if the delinquency is not cured within thirty (30) days after delivery of notice of the same, the Association may bring an action at law against the Owner(s) personally obligated to pay the Assessment and /or may foreclose its lien against the property. The Association may bring a suit to recover a money judgment against the Owner(s) without foreclosing or waiving the lien securing the same. No Owner may waive or otherwise escape liability for the assessments provided for herein by non -use of the Common Area or abandonment of his/her /its Unit. 20.9 All sums assessed to any Unit pursuant to this Article, together with interest and late charges thereon as provide herein, shall be secured by a lien on such Unit in favor of the Association upon recording of the notice of assessment as herein provided. The lien for the assessments provided for herein shall be subordinate to the lien of any First Mortgage. Sale or transfer of any Unit shall not affect the assessment lien. The sale or transfer of any Unit pursuant to mortgage foreclosure or any proceeding in lieu thereof, however, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such Unit from liability for any assessments thereafter becoming due or from the lien thereof. 20.10 To perfect a lien for sums assessed pursuant to this Article, the Association shall prepare a written notice of assessment setting forth the amount of the assessment, the date due, the amount DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 15 OF 26 remaining unpaid, the name of the record Owner of the Unit, and a description of the Unit. Such a notice shall be signed by the Association and shall be recorded in the office of the Lincoln County Clerk and Ex- Officio Register of Deeds of Lincoln County, Wyoming. No notice of assessment shall be recorded until there is a delinquency in payment of the assessment. Such lien may be enforced by sale of the Unit by the Association after failure of the Owner to pay such an assessment in accordance with its terms, such sale to be conducted in the manner permitted by law in Wyoming for the exercise of power of sale in mortgages or in any other manner permitted by law. In any such foreclosure, the Owner shall be required to pay the costs and expenses of such proceeding, the costs and expenses of filing the notice of assessment and all reasonable attorneys' fees. All such costs and expenses shall be secured by the lien being foreclosed. The Owner shall also be required to pay to the Association any assessments against the Unit which shall become due during the period of foreclosure. The Association shall have the right and power to bid at the foreclosure sale or other legal sale and to acquire, hold, convey, lease, rent, encumber, use and otherwise deal with the same as the Owner thereof. 20.11 The Annual Assessments shall include reasonable amounts as determined by the Association Board collected as reserves for the future periodic maintenance, repair or replacement of all or a portion of the Common Elements and facilities or any other purpose as determined by the Association Board. All amounts collected as reserves shall be deposited by the Association Board in separate bank accounts to be held in trust for the purpose for which they are collected and are to be segregated and not commingled with any other funds of the Association. Such reserves shall be deemed a contribution to the capital account of the Association by the members. ARTICLE 21. INSURANCE 21.1 Comprehensive general liability and property damage insurance shall be purchased by the Association Board on behalf of the Association and shall be maintained in force at all times, the premiums thereon to be paid by the Association as a Common Expense. The insurance shall be carried with reputable companies authorized to do business in the State of Wyoming in such amounts as the Association Board may determine. The policy or policies shall name as insureds all of the Owners, the Association and its Board of Directors. The policy or policies shall insure against any liability to the public or to the Owners, members of their families, agents, employees, invitees, licensees and tenants, incident to the ownership of a Unit and /or the Common Elements, and including the personal liability exposure of the Owner. Said policy or policies shall provide cross liability endorsements wherein the rights of a named insured under the policy or policies shall not be prejudiced as respects his, her or their action against another insured. 21.2 Fire and other hazard insurance shall be purchased by the Association Board and shall thereafter be maintained in force at all times, the premium thereon to be paid by the Association an a Common Expense. The policy or policies shall insure against loss from perils therein covered to all of the improvements in the Project, except such as may be separately insured. Such policy or policies shall contain extended coverage, vandalism, and malicious mischief endorsements. The improvements to be insured under this clause shall be continually insured to value, and the policy or policies shall contain replacement cost insurance. It shall be the duty of Unit Owners to notify the Association of all significant in -Unit improvements which may be construed to have become a part ofthe structure. Periodic reappraisals shall be made by the Association Board to insure adequate coverage. If reasonably available, the policy or policies shall contain a stipulated amount clause, or determinable cash adjustment clause, or similar clause to permit a cash settlement covering specified value in the event of destruction and a decision not to rebuild. The policy or policies shall name as DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 16 OF 26 insured all of the Owners and the Association. The policy or polices shall also cover personal property owned in common and shall further contain a waiver of subrogation rights by the carrier as to negligent Owners. It shall be the duty of the Association to annually review the policies in order that such insurance shall always be in an amount equal to or in excess of 100 Percent (100 of the replacement cost of the insured improvements. 21.3 Unit Owners may carry other insurance for their benefit and at their expense, provide that all such policies shall contain waiver of subrogation rights, and provided further that the liability of the carriers issuing insurance obtained by the Association Board shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner. Any diminution in insurance proceeds from policies obtained by the Association Board resulting from the existence of insurance carried by any Unit Owner shall be chargeable to the owner who acquired such other insurance, who shall be liable to the Association to the extent of any such insurance diminution and/or loss of proceeds. Such liability may be enforced as a Special assessment. 21.4 Title in any Unit is declared and expressly made subject to the terms and conditions hereof, and acceptance by any grantee of a deed or Contract for Deed from the Declarant or from any Owner shall constitute appointment of the attorney -in -fact herein provided. All Owners irrevocably constitute and appoint the Association their true and lawful attorney in their names, place and stead for the purpose to negotiate loss and adjustment on the policy or policies carried under paragraphs 21.1, 21.2, and 21.4 above, to receive, administer and disburse the proceeds of any casualty insurance payments or "Condemnation Awards" as are paid to the Association, and to execute and deliver such documents with respect to the interest of the Owner which are necessary and appropriate to exercise the duties and powers granted under this Article. 21.5 The Association shall receive the proceeds of any casualty insurance payments received on the policies obtained and maintained pursuant to this Article. The insurance proceeds shall be used as soon as reasonably possible by the Association for rebuilding, repairing, or otherwise reinstating the buildings in a good and substantial manner according to the original plan and elevation thereof or such modified plans conforming to laws and ordinances then in effect as shall be first approved as herein provided, unless the Association determines not to repair or rebuild the structure. If the Association determines not to rebuild or repair the structure, the insurance proceeds shall first be applied to placing the Unit or Units destroyed in an acceptable manner and the remainder shall be made available to the Owner. ARTICLE 22. MORTGAGEES 22.1 Unless all the mortgagees have given their prior written approval, the Association shall not: 22.1.1 Change any Unit's Percentage Interest in Common Expenses or in Common Elements. 22.1.2 Modify the method of determining and collecting assessments or allocating distributions of casualty insurance proceeds or condemnation awards. 22.1.3 Terminate or abandon the Project except where the project is taken by condemnation or eminent domain. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 17 OF 26 ARTICLE 23. AMENDMENTS OF DECLARATION All references in this Article 23 to the "Declaration" shall mean and include the Declaration and /or Bylaws (whether or not the Bylaws are expressly indicated). Subject to the provisions contained herein with respect to amendments, modifications, additions or deletions affecting Declarant or its designee, or the Units or any Unit Owner any provision of this Declaration may be added to, amended, modified or deleted by the vote of at least 66 2 /3% in number and in Common Interest of all Unit Owners taken in accordance with the provisions of the Bylaws, provided, however, that the Common Interest appurtenant to any Units shall not be altered without the written consent of all Unit Owners directly affected. ARTICLE 26. CAPTIONS DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 18 OF 26 ARTICLE 24. TERMINATION OF CONDOMINIUM The Condominium shall continue and the Property shall not be subject to an action for partition (unless terminated by casualty loss, condemnation or eminent domain, as more particularly provided in the Bylaws) until such time as withdrawal of the Property from the provisions of the Condominium Act is authorized by a vote of at least 80% in number and in Common Interest of all Unit Owners. No such vote shall be effective, however, (a) without the written consent (which consent shall not be unreasonably withheld or delayed) of the Mortgage Representatives, if any, and (b) without the written consent of Declarant, until such time as Declarant and its designees have conveyed title to all Units, provided that in no event shall Declarant' s consent be required more than five (5) years after the date fee title to a Unit is first conveyed to a purchaser by Declarant or its designees pursuant to an offering plan. In the event said withdrawal is authorized as aforesaid, the Property shall be subject to an action for partition by any Unit Owner or lien holder as if owned in common, in which event the net proceeds of sale shall be divided among all Unit Owners in proportion to their respective Common Interests; provided, however, that no payment shall be made to a Unit Owner until there has first been paid from out of his or her share of such net proceeds all liens on his Unit (other than mortgages which are not Permitted Mortgages), in the order of priority of such liens. ARTICLE 25. WAIVER No provision contained in this Declaration shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of this Declaration or the intent of any provision hereof. ARTICLE 27. CERTAIN REFERENCES 27.1 A reference in this Declaration to any one gender, masculine, feminine, or neuter, includes the other two, and the singular includes the plural and vice versa, unless the context otherwise requires. (11j i35O5 27.2 The terms "herein," "hereof' or "hereunder" or similar terms used in this Declaration refer to this entire Declaration and not to the particular provision in which the terms are used, unless the context otherwise requires. 27.3 Unless otherwise stated, all references herein to Articles, Sections, or other provisions are references to Articles, Sections, or other provisions of this Declaration. 27.4 When used in this Declaration or the Bylaws, the terms "now," the "date hereof" or the "date of this Declaration" shall mean the date on which this Declaration is filed in the Office of the County Clerk, Lincoln County. The term "hereafter" when used in this Declaration or the Bylaws shall mean after the date on which this Declaration is filed in the Office of the County Clerk, Lincoln County. 27.5 Whenever in the Declaration or the Bylaws the term "including" is used, it shall be deemed to mean "including, without limitation," whether or not so stated. 27.6 Wherever there is a requirement in the Declaration or the Bylaws that a consent or approval of a party hereto not be "unreasonably withheld" or words of similar import, such terms shall be construed as if followed by the phase "conditioned or delayed" whether or not so stated. 27.7 The term "laws" and/or "regulations of governmental authorities" and words of like import shall mean the laws, statutes, treaties, rules, codes, ordinances, regulations of any or all of the federal, state, city, county, and local governments and rules, regulations, orders, and/or directives of any or all departments, subdivisions, bureaus, agencies or offices thereof, or of any other governmental, public or quasi public authorities having jurisdiction over the Condominium, the Property or any part thereof, including Common Elements and the Units, and /or the direction of any public officer pursuant to any such laws, and, to the extent a Unit Owner and/or any Board, the Property or any part thereof, including any Unit of any part of the Common Elements, as the case may be, is bound thereby or subject thereto, any judgments, decrees, injunctions, writs, orders, notices of violation, or like action of any such governmental authorities. 27.8 The term "requirements of insurance bodies" and words of like import shall mean rules, regulations, orders, and other requirements of the Board of Fire Underwriters and/or the Fire Insurance Rating organization and /or any other body performing the same or similar functions and having jurisdiction or cognizance of the Condominium and/or the Property or any part thereof, including any Unit or any part of the Common Elements. 27.9 All references to the "Bylaws" in this Declaration shall include the Rules and Regulations promulgated thereunder, unless the context otherwise requires. ARTICLE 28. SEVERABILITY Subject to the provisions of Article 17, if any provision of this Declaration is invalid or unenforceable as against any person or under certain circumstances, the remainder of this Declaration and the applicability of such provision to other persons or circumstances shall not be affected thereby. Each provision of this Declaration shall, except as otherwise herein provided, be valid and enforced to the fullest extent permitted by law. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 19 OF 26 ARTICLE 32. CONSENTS DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 20 OF 26 6 ARTICLE 29. COVENANT OF FURTHER ASSURANCES 29.1 Any party which is subject to the terms of this Declaration, whether such party is a Unit Owner, a lessee or sub lessee of a Unit Owner, an occupant of a Unit, a member or officer of any Board or otherwise, shall, upon prior reasonable written request at the expense of any such other party requesting the same, execute, acknowledge and deliver to such other party such instruments, in addition to those specifically provided for herein, and take such other action as such other party may reasonably request to effectuate the provisions of this Declaration or of any transaction contemplated herein or to confirm or perfect any right to be created or transferred hereunder or pursuant to any such transaction. 29.2 If any Unit Owner, any Board or any other party which is subject to the terms of this Declaration fails, within fifteen (15) days after request therefor, to execute, acknowledge or deliver any instrument, or to take any action which such Board, Unit Owner or party is required to execute, acknowledge and deliver or to take pursuant to this Declaration, then the Board which represents such Unit Owner, Board or other party is hereby authorized as attorney -in -fact for such Unit Owner, Board or other party, coupled with an interest, to execute, acknowledge and deliver such instrument, or to take such action in the name of such Unit Owner, Board or other party and such document or action shall be binding on such Unit Owner, Board or other party. 29.3 If any Unit Owner, any Board or any other party which is subject to the terms of this Declaration fails, within fifteen (15) days after request therefor, to execute, acknowledge, or deliver any instrument, or to take any action which such Unit Owner, Board or party is required to execute, acknowledge and deliver pursuant to this Declaration at the request of Declarant or its designee, then Declarant or its designee is hereby authorized, as attorney -in -fact for such Unit Owner, Board or other party, coupled with an interest, to execute, acknowledge, and deliver such instrument or to take such action in the name of such Unit Owner, Board or other party and such document or action shall be binding on such Unit Owner, Board, or other party, as the case may be. ARTICLE 30. LEASES Subject to the Bylaws, the Unit Owners have the right to enter into leases for all or any portion of the Units (as same may be modified, amended, supplemented or restated from time to time) (hereinafter referred to as the "Leases ARTICLE 31. SUCCESSORS AND ASSIGNS Except as set forth herein or in the Bylaws to the contrary, the rights and /or obligations of Declarant or its designee as set forth herein shall inure to the benefit of and be binding upon any successor or assign of Declarant or its designee, or, with the consent of Declarant or its designee, any transferee of some or all of the then Unsold Units then owned by Declarant or its designee, as the case may be. The rights and /or obligations of the Unit Owners as set forth herein shall inure to the benefit of and be binding upon any successors or assigns of the Unit Owners. Whenever the consent, approval, satisfaction or permission of Declarant or its designee is required under this Declaration or the Bylaws, such consent, approval, satisfaction, or permission will not be required when Declarant or such designee no longer owns any Unsold Units. Michelle Miles ARTICLE 33. INCORPORATION BY REFERENCE The terms, covenants, conditions, descriptions, and other information contained in (i) the property description annexed hereto as Exhibit "A (ii) the description of the Units annexed hereto as Exhibit "B (iii) the definitions annexed hereto as Exhibit "C (iv) the Bylaws annexed hereto as Exhibit "D and (iv) the memorandum of common elements annexed hereto as Exhibit "E are each incorporated herein by this reference and made a part of this Declaration as if set forth at length in the text hereof. IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed as of the 19 day of November 2009. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 21 OF 26 Miles Beverage, Inc. By: Mitchell O. Miles Its: President My commission expires: February 2, 2010 Notary Public 507 STATE OF WYOMING) ss. COUNTY OF Lincoln On the of .tibia/Lk-la-Cr 2009, before me, Michelle Miles and Mitchell O. Miles, President of Miles Beverage, Inc., personally appeared and is personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their stated capacity, and that by their signature on the instrument, the individual executed the instrument. EXHIBIT A. DESCRIPTION OF THE LAND Lot 7 of the South Afton Third Addition to the Townsite of Afton, Lincoln County, Wyoming, filed in the Office of the Clerk of Lincoln County with Accession No. 908928. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 22 OF 26 EXHIBIT B. DESCRIPTION OF THE UNITS See the plat of Miles Professional Condominium Addition to the Town of Lincoln County, W filed in the Office of the Clerk of Lincoln County with Instrument No. 6 1,5 ci b and incorporated herein by this reference. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 23 OF 26 EXHIBIT C. DEFINITIONS 1. "Association" refers to the Miles Professional Condominium Association, a nonprofit corporation, its successors and assigns, the members of which shall be the Owners of Miles Professional Condominium Units. 2. "Building" refers to the structures and improvements in which the Units of the Condominiums are located. 3. "Bylaws" refers to the Bylaws governing the operations of the Condominium, the form of which is set forth in Exhibit D. 4. "County Clerk' s Office" refers to the office of the Lincoln County Clerk in Kemmerer, Wyoming. 5. "Common Charges" refer to assessments payable to the Condominium Board for the purpose of meeting Common Expenses. 6. "Common Elements" refer to the Land and all parts of the Building, including its foundations, roofs and supports, other than the Units. 7. "Common Expenses" refer to costs and expenses incurred or projected in connection with the repair, maintenance, replacement, restoration and operation of, and any alteration, addition or improvement to, the Common Elements. 8. "Common Interest" refers to the proportionate undivided interest, expressed as a numerical percentage, in the Common Elements appertaining to each Unit determined according to the Declaration. The Common Interest is the basis of determining, among other things, a Unit Owner's (a) voting power, and (b) share of any distributions upon termination of the Condominium. 9. "Condominium" refers to Miles Professional Condominium. 10. "Condominium Act" refers to the Condominium Ownership Act, as amended from time to time and presently found in the Wyoming Statutes at Wyo. Stat. 34 -20 -101 et seq. 11. "Condominium Board" refers to the board of managers of the Condominium comprised of a representative from each Unit Owner. 12. "Declarant" refers to Miles Beverage, Inc., a Wyoming close corporation, and Michele Miles and their successors and assigns. 13. "Declaration" refers to this instrument creating the Condominium, as the same may be amended from time to time. 14. "Development Rights" refers to any right under the present or future Zoning Law to increase the size of the Building or construct additional buildings. 15. "Floor Plans" refers to the floor plans of the Building, as the same may be amended from time to time, which are approved by the Lincoln County Assessor's Office. DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 24 OF 26 16. "Individual Air Space Unit" refers to that "Unit" or space bounded by the interior unfinished surfaces of the perimeter walls, floors, ceilings, windows and doors thereof, together with all non- bearing walls, fixtures and improvements therein contained. The interior surface of a perimeter window or door means the position at which such surface is located when such window aor door is closed. 17. "Land" refers to that certain tract, plot, piece and parcel of real property, other than the Buildings and the appurtenances thereto, situate, lying and being in the County of Lincoln, State of Wyoming and more particularly described in Exhibit "A." 18. "Limited Common Elements" refers to those things such as windows, doors, stairs, exterior lights, mail boxes, attached to the supporting structure which adjoin and are attached to or associated with a certain Unit and, without further reference, are to be used in connection with such unit to the exclusion of other Owners of the Common Elements. 19. "Mortgagee" means any Person who has a Security Interest in a Unit and who has provided written notice of such interest to the Association. 20. "Owner" refers to the record owner, whether one or more person or entities, of a fee simple title to any Unit which is a part of the Project, or a contract purchaser, but excluding those having interest merely as security for the performance of an obligation. 21. "Permitted Mortgage" refers to a mortgage permitted to be placed upon a Unit or Units pursuant to the provisions of the Bylaws. 22. "Permitted Mortgagee" refers to the holder of any Permitted Mortgage and shall include, without limitation, such banks and financial institutions as constitute the holders of the construction loan mortgages given by Declarant to acquire and construct the Property. 23. "Project" refers to the condominium project known as "Miles Professional Condominium" and includes the land, buildings and other improvements located on the land and all rights, easements and appurtenances belong thereto. 24. "Property" refers to the Land, the Building and the appurtenances thereto. 25. "Security Interest" means an interest in real estate or personal property created by contract or conveyance which secures payment or performance of an obligation. The tern includes a lien created by a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security, pledge of an ownership interest in an association, and any other consensual lien or title retention contract intended as security for an obligation. 26. "Unit" or "Condominium Unit" refers to fee simple interest and title in and to the space designated as a Unit in the Declaration, consisting, generally, of the space in the Building, together with an appurtenant proportionate undivided interest in the Common Elements. All of such Units are collectively referred to as "Units." 27. "Unit Owner" refers to any Unit Owner are collectively referred to as the "Unit Owners." DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE25OF26 EXHIBIT D. BYLAWS DECLARATION OF MILES PROFESSIONAL CONDOMINIUM PAGE 26 OF 26 BYLAWS Of Miles Professional Condominium Association 'ti'L� .513 for Miles Professional Condominium ARTICLE I. PLAN OF UNIT OWNERSHIP Section 1.1 Unit Ownership. The condominium, located at Lot 7 of the South Afton Third Addition to the townsite of Afton in Section 36, T32N R1 19W and Section 31, T32N R118W,Afton, Lincoln County, Wyoming and known as the Miles Professional Condominium, was submitted to the provisions of Wyo. Stat 34 -20 -104 of the Condominium Ownership Act, by declaration recorded simultaneously with these bylaws in the office of the County Clerk of the County of Lincoln, State of Wyoming. Section 1.2 Applicability to Property. The provisions of these bylaws are applicable to the condominium, which term includes the land, the building(s) and all other improvements on it, all easements, rights, and appurtenances belonging to it, and all other property, personal or mixed, intended for use in connection with it. Section 1.3 Applicability to Persons. All present and future owners, lessees, and mortgagees, their employees, and any other person who may use the facilities ofthe condominium in any manner will be subject to these bylaws, relevant unit deeds, and rules and regulations pertaining to the use and operation ofthe condominium property attached hereto and incorporated by reference. Acquisition, rental, or occupancy of any unit in the condominium will be sufficient to signify acceptance and ratification of the provisions of the above instruments, and an agreement to comply with them. Section 1.4 The office of the condominium and of the Board of Directors shall be located at 611 So. Washington Afton, Wyoming 83110. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 1 OF 16 ARTICLE II. BOARD OF DIRECTORS Section 2.1 The Association and Board of Directors. The affairs of the condominium shall be administered and managedby an association of unit owners, organized as a Wyoming corporation not for profit, having the name Miles Professional Condominium Association and referred to below as the "Association." Section 2.2 th General Power. h its board of All dire shall and authority of the Association ct rs, consisting of not less than three (3) nor more than five (5) members. Section 2.3 Number, Tenure, and Qualifications. (a) Until successors shall have been elected by Unit Owners, the Board of Directors shall consist of the officers and directors as Declarant shall from time to time designate. Section 2.4 (b) Thereafter, and subject to section (c) below, in an election by Unit Owners as provided by law and in these bylaws, Unit Owners shall elect at least three (3) and not more than five (5) members of the board, and the members previously designated by Declarant shall resign. (c) Persons elected to the Board of Directors by Unit Owners other than Declarant shall be Owners, Co- owners or mortgagees of units, or, in the case of corporate owners or mortgagees ofUnits, officers, directors, shareholders, or employees of the corporations. Powers and Duties. The Board of Directors will have the powers and duties necessary for the administration of the affairs of the condominium, and may do all acts and things as are by law, by the declaration, or by these bylaws directed to be exercised and done by the Owners. The powers and duties to be exercised by the Board of Directors include, but are not be limited to, the following: (a) care, upkeep, maintenance, and operation of the Common Elements; (b) determination, assessment, and collection of funds to defray Common Expenses of the condominium; (c) entering into contracts deemed necessary or appropriate in furtherance of the interests of Unit Owners generally; (d) maintenance of detailed, written, and accurate records of receipts and disbursements arising from the operation of the property, which records, together with vouchers accrediting entries made therein, will be made available for examination by Unit Owners at convenient hours on working days; (e) authorization and prosecution of suits to foreclose liens for nonpayment of Common Charges, or to recover money judgments for unpaid Common Charges, on behalf of the Association; authorization and prosecution of actions or proceedings on behalf of two or more Unit Owners concerning a matter related to the Common Elements of two or more Units; employment and dismissal of personnel necessary or appropriate for the maintenance and operation of the Property and the Common Elements; (h) adoption and amendment of rules and regulations, not inconsistent with these bylaws, covering the details of operation and use of the Property; establishment of bank accounts in the name of the condominium, and authorization of signatories therefor; (j) purchasing, leasing, or otherwise acquiring in the name of the Board of Directors, or its designee, corporate or otherwise, on behalf of the Unit (f) (g) (i) BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 2 or 16 R Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 515 Owners, units offered for sale, lease, or surrender by their Owners to the Board of Directors; (k) procuring of insurance for the Property, including the Units, as set forth here; (1) contracting for repairs of and additions and improvements to the Property, and for repairs to and restoration of the Property according to the provisions of these bylaws, after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings; and employment of a managing agent and/or manager at reasonable compensation to perform duties authorized by the Board of Directors. The board will not, however, delegate to any managing agent or manager any of the powers set forth in subsections (b), (e), (f), (h), (i), (k), (1), and (m) of this section. Election and Terms of Office. The term of office of the Directors will be one (1) year, provided however, that at such time as the Board of Directors is increased to five (5) members, the term of office thereafter will be for a period of three (3) years with the terms of Directors appropriately scheduled so that a proportionate number of positions shall be subject to re- election at each annual meeting. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a board member by a vote of the Unit Owners will be filled by vote of the majority of the remaining board members, even though they may constitute less than a quorum. Each person so elected will hold office until a successor is elected at the next annual meeting of Unit Owners. Removal of Board Members. At any regular or special meeting duly called, any one or more members of the Board of Directors may be removed with or without cause by a majority of Unit Owners, and a successor may then and there be elected to fill the vacancy so created. Any board member so elected will serve for the unexpired term of the member's predecessor in office. Any board member whose removal has been proposed by the Unit Owners will be given an opportunity to be heard at the meeting at which a vote is to be taken on the issue of his or her removal. Organizational Meeting. The first meeting of the Board of Directors will be held within ninety (90) days after the first annual meeting of the Unit Owners at which board members are elected and at a place as may be fixed by the board. No notice will be necessary to the newly elected Board of Directors in order to legally constitute the meeting, provided a majority of the board is present. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as are determined by the board. At least two (2) meetings, however, shall be held during each calendar year. Notice of each regular meeting of the board will be given to each board member personally, or by mail, telephone, or telegraph, at least ten (10) days before the date set for the meeting. Notice of any meeting in which assessments against Unit Owners are to be considered for any reason shall specifically contain a statement that assessments will be considered and the nature of any such assessments. (m) BYLAWS OF MILES PROFESSIONAL CONDOMNIUM ASSOCIATION PAGE 3 of 16 Section 2.10 Special Meetings. Special meetings of the Board of Directors may be called by the President, and shall be called by the President or Secretary on the written request of at least two (2) board members, on three (3) days notice to each board member, given personally, or by mail, telephone, or telegraph. Any notice will state the time, place, and purpose of the meeting. Section 2.11 Meetings Open to Unit Owners. All meetings of the Board of Directors shall be open to all Unit Owners. Notice of each meeting will be posted at a central location of the Building at least forty eight (48) hours before the meeting, except in the case of emergency meetings. Section 2.12 Waiver of Notice. Any board member may at any time waive notice of any meeting of the Board of Directors in writing, and any written waiver will be deemed equivalent to the giving of the notice required in this agreement. Attendance by any board member of any meeting of the board will constitute a waiver by that member of notice of the time and place thereof. If all board members are present at any meeting of the board, no notice will be required, and any business maybe transacted at any such meeting. Section 2.13 Quorum; Adjournments. At all meetings of the Board of Directors, a majority of the board will constitute a quorum for the transaction of business, and the acts of a majority of members present at a meeting at which a quorum is present will constitute the acts of the Board of Directors. If at any meeting of the Board of Directors less than a quorum is present, a majority of those present may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Section 2.14 Minutes. Minutes shall be taken at all meetings of the Board of Directors. Copies of the minutes shall be available for inspection at the office of the Association by Unit Owners and board members at all reasonable times. Section 2.15 Compensation. No member of the Board of Directors will receive compensation from the condominium for acting as such, but by resolution of the Board of Directors, a fixed fee and expenses of attendance may be allowed for attendance at each regular and special meeting. Nothing contained in these Bylaws will be construed to preclude any board member from serving the Unit Owners or the Board of Directors in any other capacity and receiving compensation for those services. Section 2.16 Liability of Board of Directors. Members of the Board of Directors will not be liable to Unit Owners for mistakes in judgment, for negligence, or otherwise, except for their own willful misconduct or bad faith. Nor will members of the Board of Directors be personally liable with respect to any contract made by them on behalf of the Unit Owners, and the owners will indemnify the Board of Directors and each member of it against all contractual liability to third parties arising out of contracts made by the Board of Directors on behalf of the condominium. Such indemnification, however, will not extend to any contract made in bad faith or contrary to the provisions of the declaration or of these Bylaws. The liability of each Unit Owner arising out of any contract made by the Board of Directors or out of the indemnification of the members of the Board of Directors will be the proportion of BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 4 OF 16 the total liability that the Unit Owner's interest in the Common Elements bears to the interests of all Unit Owners in the Common Elements. Every agreement made by the Board of Directors or by any managing agent or manager employed by the Board of Directors on behalf of the Unit Owners will provide that the members of the Board of Directors, or the managing agent or manager, as the case may be, are acting only as agents for the Unit Owners, and will have no personal liability under the agreement except as Unit Owners. Agreements will further provide that each unit owner's liability under the agreement is limited to the proportion of the total liability under it that his or her interest in the common elements bears to the interests of all Unit Owners in the common elements. ARTICLE III. UNIT OWNERS Section 3.1 Membership. Each Unit Owner will, automatically on becoming an Owner, become a member of the Association and will remain a member until such time as his /her /its ownership ceases, at which time his /her /its membership in the Association will likewise cease. Section 3.2 Annual Meetings. Within thirty (30) days after the filing of the Declaration, Declarant will notify all Unit Owners of it, and the first annual meeting of the Unit Owners will be called by the President to be held within forty five (45) days after that. At the meeting, officers and directors of Declarant holding office as members of the Board of Directors will resign, and all Unit Owners, including Declarant, will elect a new Board of Directors. After that, annual meetings of the Unit Owners will be held on the 1st of June of each succeeding year. At such meetings there will be elected by ballot of the Owners, a Board of Directors according to the requirements of Section Two of Article Two of these Bylaws. The Owners may also transact any other business of the condominium as may properly come before the meeting. Section 3.3 Special Meetings. The President may, and will if directed by resolution of the Board of Directors or by petition signed and presented to the Secretary by Unit Owners owning a total of at least 50 Percent (50 of the common interest, call a special meeting of the Unit Owners. The notice of any special meeting will state the time and place of the meeting, and the intended purpose. No business will be transacted at a special meeting except as stated in the notice unless by consent of 70 percent (70 of the common interest of owners present, either in person or by proxy. Section 3.4 Place of Meetings. Meetings of Unit Owners will be held at the principal office of the condominium, or at any other suitable place convenient to the owners as may be designated by the Board of Directors. Section 3.5 Notice of Meetings. It will be the duty of the Secretary to mail a notice of each annual or special meeting, stating its purpose, time, and place, to each Unit Owner, at the address last furnished the Association, at least ten (10) days before the meeting. The mailing of a notice in the manner provided in this section will be considered notice served. Notice of the annual meeting will be posted at a central location of the Building at least ten (10) days prior to the annual meeting. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 5 OF 16 Section 3.6 Quorum; Majority of Unit Owners Defined. At all meetings of the council, a majority of Unit Owners will constitute a quorum for the transaction of business, and the acts of those Unit Owners entitled to exercise 51% or more of the total voting power of those Unit Owners present at a meeting at which a quorum is present will bind all Unit Owners for all purposes except those for which the approval of a higher percentage is required by these Bylaws, by the declaration, or by law. If, at any meeting of Unit Owners, there is less than a quorum present, a majority of those owners entitled to exercise 51% of the total voting power of those Unit Owners present may adjourn the meeting to a time not less than 24 hours from the time the original meeting was called. At any such subsequent meeting at which a quorum is present, anybusiness which might have been transacted at the meeting as originally called may be transacted without further notice. As used in these Bylaws, the term "majority of Unit Owners" will mean those owners holding 51% in the aggregate in both common interest and in the number of units. Section 3.7 Order of Business. The order of business at all meetings of the Unit Owners will be as follows: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) report of Board of Directors; (f) reports of committees; (g) election of inspectors of election (when appropriate); (h) election of members of Board of Directors (when required); (i) unfinished business; and (j) new business. Section 3.8 Voting. The Owner or Owners of each unit, or some person appointed by the Owner or Owners to act as proxy on his /her /its or their behalf, will be entitled to cast the vote appurtenant to each such Unit at all meetings of the Unit Owners. The appointment of any proxy will be made in a writing filed with the Secretary, and will be revocable at any time by notice in writing to the Secretary. Voting will be on a percentage basis. The percentage of the vote to which an Owner is entitled will be the percentage or the sum of the percentages assigned to the Unit or Units owned by him/her /it as set forth in the Declaration. Section 3.9 Minutes. Minutes shall be taken at all meetings of Unit Owners. Copies of the minutes shall be available for inspection at the office of the Association by Unit Owners and members of the Board of Directors at all reasonable times. Section 3.10 Title to Units. Title to Units may be acquired and held in the name of an individual, in the name of two or more persons as joint tenants, tenants -in- common, or any other joint estate recognized under Wyoming law, or in the name of a corporation, a partnership, or a fiduciary. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 6 OF 16 ARTICLE IV. OFFICERS Section 4.1 Designation. The principal officers of the Association will be a President, a Vice President, a Secretary, and a Treasurer, all of whom will be elected by and from the Board of Directors. The board may also appoint any other officers as in its judgment may be necessary. Section 4.2 Election of Officers. The officers of the Association will be elected annually by the Board of Directors and will hold office at the pleasure of the board. Section 4.3 Removal of Officers. On the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, with or without cause, and his or her successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the board called for that purpose. Section 4.4 President. The president will be the chief executive officer of the Association. He or she will preside at all meetings of the Board of Directors and of Unit Owners. He or she will have all general powers and duties that are incident to the office of President of a not for profit corporation organized in Wyoming, including, but not limited to the power to appoint committees from among the owners as he or she may deem appropriate to assist in the conduct of the affairs of the Association. Section 4.5 Vice President. The Vice President shall take the place of the President and perform his or her duties whenever the President is absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors will appoint some other member of the board to do so on an interim basis. The Vice President will also perform any other duties as may from time to time be imposed on him or her by the Board of Directors. Section 4.6 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the Unit Owners; he or she will have charge of the books and papers as the Board of Directors may determine; and he or she will, in general, perform all duties incident to the office of Secretary of a corporation not for profit organized under the laws of the State of Wyoming. Section 4.7 Treasurer. The Treasurer shall have responsibility for the funds and securities of the condominium, for keeping full and accurate accounts showing all receipts and disbursements, and for the preparation of all necessary financial statements. He or she shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Directors or managing agent, in the depositories as may from time to time be designated by the Board of Directors, and will, in general, perform all duties incident to the office of treasurer of a corporation not for profit organized under the laws of the State of Wyoming. Section 4.8 Compensation. No officer will receive any compensation from the Association for acting as such. Nothing contained herein, however, will be construed to preclude any officer from serving the Association in any other capacity, and receiving compensation therefor. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 7 OF 16 Section 5.1 Section 5.2 BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION u PAGE I OF 16 ARTICLE V. OPERATION OF PROPERTY Determination of Common Charges. The Board of Directors will from time to time, and at least annually, prepare a budget for the condominium. This budget will include projections of Common Expenses, Common Revenues (from sources other than assessments of Unit Owners), the amount of Common Charges required to meet the excess of the former over the latter, and an allocation and assessment of the common charges against Unit Owners as provided in the declaration. As used in these Bylaws, the term "Common Expenses" or "Common Charges" shall mean expenses or charges for the Association and condominium for which Unit Owners are proportionately liable, and shall include, but shall not be limited to the foll owing: (a) all expenses of administration of the Association; (b) management fees; (c) all expenses for maintenance, repair, and replacement of the Common Elements; (d) taxes on Association property; (e) taxes on Association owned leased areas; (f) insurance premiums on all policies of insurance obtained by the Board of Directors, managing agent, or manager; (g) security expenses; (h) working capital reserve; (i) general operating reserve; (j) repair and replacement reserve; (k) reserve for deficits accrued in prior years; (1) reserve for acquisition or lease of units, the owners of which have elected to sell or lease the same, or that may become available at a trustee's sale or at foreclosure or other judicial sale; (m) utility expenses for water and gas, and related sewer rents; (n) utility expenses for electricity serving the common elements, other than leased portions of it which will be separately metered; (o) all other amounts that the owners may agree upon or that the Board of Directors may deem necessary or appropriate for the operation, administration, and maintenance of the condominium; and (p) all other amounts designated Common Expenses by the declaration, by these Bylaws, or by law. The Board of Directors will furnish copies of the budget on which the allocations and assessments of common charges are based to all Unit Owners and mortgagees and trust deed beneficiaries. Collection of Assessments. The Board of Directors will assess common charges against the Unit Owners from time to time, and at least annually, and will advise each Unit Owner in writing of the amount of Common Charges payable by him /her /it. If any common charge remains unpaid for more than thirty (30) days from the date due, the Board of Directors will take prompt action to collect the same. Section 5.3 Common Surplus. If in any taxable year, the net income of the Unit Owners from assessments and all other sources except casualty insurance proceeds and other nonrecurring items exceeds the sum of: (a) total Common Expenses for which payment has been made or liability incurred within the taxable year; and (b) reasonable reserves for Common Expenses in the next succeeding taxable year as may be determined by the Board of Directors, the excess will be returned forthwith to Unit Owners, the share of each being in proportion to the amount of assessments for Common Expenses paid by him or her within the taxable year. Section 5.4 Liability for Assessments. All Unit Owners are obligated to pay the Common Charges assessed by the Board of Directors at such times as the board may determine. No Unit Owner may exempt himself or herself from liability for any assessment for Common Charges by waiver of the use or enjoyment of any of the Common Elements or by abandonment of his or her unit. No Unit Owner, however, will be liable for any assessment for common charges against his /her /its Unit subsequent to a sale, transfer, or other conveyance by him /her /it of the Unit made according to the provisions of Section 3 of Article 7 of these Bylaws. Moreover, any Owner of a Unit that is free and clear of all liens and encumbrances other than a first mortgage or deed of trust and any lien for unpaid common charges, may, subject to the provisions of these Bylaws, convey the Unit to the Board of Directors or its designee, corporate or otherwise, as grantee on behalf of all other Unit Owners and such conveyance will exempt the Owner from liability for any Common Charges assessed thereafter. On the voluntary sale or conveyance of a Unit, all unpaid assessments against the seller for Common Expenses shall first be paid from the proceeds of sale or by the purchaser in preference to any other assessments or charges of whatever nature except: (a) assessments, liens, and charges in favor of the state or any political subdivision thereof for taxes past due and unpaid on the unit; or (b) amounts due under mortgage or deed of trust instruments duly recorded. Any payment by a purchaser will be without prejudice to the right of the purchaser to recover over from his /her /its seller any amounts for which he /she /it was not liable under his/her /its contract of sale. Additionally, any purchaser or mortgagee or trust deed beneficiary will be entitled to a statement from the Board of Directors setting forth the amount of unpaid common charges due the Association from any seller, and will be entitled to rely on the statement. The purchaser, mortgagee, or beneficiary will not be liable, nor will the subject unit be subject to a lien, for any unpaid common charges in excess of the amount set forth in the statement. A mortgagee, trust deed beneficiary, or other purchaser of an unit at a trustee's sale, or at a foreclosure or other judicial sale, will not be liable for nonpayment of any common charges assessed prior to the date of the sale, and the unit will not be subject to a lien for nonpayment of the charges. Section 5.5 Default in Payment of Common Charges. In the event a Unit Owner fails, for thirty (30) days following the due date, to pay to the Board of Directors the Common Charges assessed against his /her /its Unit, the Unit Owner will be deemed in default, and will be obligated to pay interest at the legal rate on the Common Charges from the due date thereof, together with all expenses, including reasonable attorney's fees, incurred by the Board of Directors in any proceeding brought to collect the same, or to foreclose the lien for nonpayment thereof. BYLAWS OF MILES PROFESSIONAL CONDOMNIUM ASSOCIATION PAGE 9 or 16 :522 Section 5.6 Foreclosure of Liens for Unpaid Common Charges. It will be the right and duty of the Board of Directors to attempt to recover unpaid Common Charges, together with interest, and expenses of the proceeding, including reasonable attorney's fees, by an action brought against any Unit Owner in default on his /her /its obligation to pay the same, or by foreclosure of the lien on any unit in respect to which the default has occurred. Any such lien may be foreclosed in the same manner as a mortgage on real property. In any foreclosure, the Unit Owner will be required to pay reasonable rental for the unit for the period beginning on the date notice of default is first served and ending on the date of sale; and the Board of Directors, as plaintiff in the foreclosure, will be entitled to the appointment of a receiver to collect the same. The Board of Directors, acting on behalf of all Unit Owners as the Unit Owners, will have power to bid on and purchase any such unit, and to acquire, hold, lease, encumber, convey, or otherwise deal with it. Suit to recover a money judgment for unpaid Common Charges will be maintainable without foreclosing or waiving the lien securing the same, and foreclosure will be maintainable notwithstanding the pendency of a suit to recover a money judgment. Section 5.7 Maintenance and Repair. (a) Each Owner will promptly perform all maintenance and repair work within his /her /its own unit, which if omitted would affect any Common Element, any portion of the property belonging to other Owners, or the condominium as a whole, being expressly responsible for all damages and liabilities that any failure to repair or maintain may cause. (b) All maintenance, repairs, and replacements to the common elements, whether located inside or outside individual units, will be the responsibility of the Board of Directors and will be charged to all Unit Owners as Common Expenses unless the maintenance, repairs, or replacements are necessitated by the negligence or misconduct of individual Unit Owners, in which case the expenses will be the responsibility of and will be charged to the individual Unit Owners. (c) Each Unit Owner will be responsible for and reimburse the Association for any expenditures incurred in repairing or replacing any Common Element damaged through his/her /its fault. Section 5.8 Uses of Units. Units will be occupied and used by their respective Owners for business purposes. (b) No portion of an unit other than the entire unit may be rented, and no unit may be rented for hotel or transient purposes. (c) Throwing garbage or trash outside of disposal installations provided for such purposes is prohibited. (d) No Owner or lessee will install wiring for any electrical or telephone installation, television antenna, air conditioning unit, or machine of any kind (a) BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 10 OF 16 BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 11 OF 16 on the exterior of the project which protrudes through the walls or the roof of the project except as authorized by the Board of Directors. (e) Owners will not take or cause to be taken within their units any action that would jeopardize the soundness or safety of any part of the condominium property or impair any easement or right appurtenant to it or affect the Common Elements without the unanimous consent of all Unit Owners who might be affected. No immoral, improper, offensive, or unlawful uses will be made of condominium property or any part of it, and each Unit Owner, at his /her /its own expense, will comply with, perform, and fully satisfy all city, state, and federal laws, statutes, ordinances, regulations, orders, or requirements affecting his /her /its unit. Section 5.9 Modifications by Unit Owners. No Unit Owner will make any structural addition or alteration in or to his /her /its unit without the prior written consent of the Board of Directors. On request by any Unit Owner for approval of a proposed addition or alteration, the Board of Directors will answer the same within thirty (30) days after receipt of it, and failure to do so within the stipulated time will constitute a consent. Any application to any governmental authority for a permit to make any addition or alteration in or to any unit will be executed by the Board of Directors only. Neither the board nor any member of the board, however, will be liable to any contractor, subcontractor, or workers, or to any person claiming injury to person or property as a result of the addition or alteration or the construction of it. Section 5.10 Right of Entry. Each Unit Owner will grant to the manager, managing agent, or other person or persons authorized by the Board of Directors, a right of entry to correct any condition threatening his /her /its Unit or originating in his /her /its Unit and threatening another Unit or a Common Element; to install, alter, or repair mechanical or electrical services or other Common Elements located in his /her /its Unit or elsewhere; and to correct any condition which violates the provisions of any mortgage secured by, or deed of trust covering, any other Unit. Requests for entry will be made in advance and will be scheduled for times convenient to the Owner except that in case of emergencies, right of entry will be immediate, and will exist whether the Unit Owner is present at the time or not. Section 5.11 Use of Common Elements. Unit Owners will not place or cause to be placed in the lobbies, vestibules, stairways, elevators, and other condominium areas and facilities of a similar nature comprising either general or limited Common Elements, any furniture, packages, or objects of any kind. The areas (other than lobbies) will be used for no other purpose than for normal transit through them. Section 5.12 Modifications by Board of Directors. Any additions or alterations in or to the Common Elements costing Three Thousand andNo /100 Dollars ($3,000.00) or less may be made by the Board of Directors without approval of the Unit Owners, and the costs of it will be treated as Common Expenses. Whenever, in the judgment of the Board of Directors, the Common Elements require additions or alterations costing in excess of Three Thousand and No /100 Dollars ($3,000.00), the making of the additions or alterations will require approval by a majority of Unit Owners. After (f) approval has been obtained, the Board of Directors will proceed with the additions or alterations, and the costs will be treated as Common Expenses. Section 5.13 Repair or Reconstruction. In the event of any damage to or destruction of any improvements on the condominium property or any part thereof, including any Unit therein, but excluding furniture, fixtures, decorations, equipment, or personal property installed or placed therein by Unit Owners or to any Common Element or elements or any part of them, the improvements or Common Elements will be promptly repaired and restored by the Board of Directors using the proceeds of any insurance procured and maintained as provided in this agreement. If the proceeds are inadequate to cover the cost of repair and restoration, Unit Owners directly affected by the damage or destruction will be assessed on an equitable basis according to the benefit to be derived by them from the repair and restoration. Section 5.14 Fire and Extended Coverage Insurance. The Board of Directors, or the Association, as the case may be, will obtain and continue in effect insurance against loss by fire and other casualties normally covered under special -form fire and extended coverage insurance as written in Wyoming, covering all general and limited Common Elements, all structural portions of the condominium property, and all Units, but not including furniture, fixtures, decorations, equipment, or personal property installed or placed therein by Unit Owners, in an amount satisfactory to the Board of Directors. The premiums for such insurance will be a common expense to be paid by monthly assessments levied by the Board of Directors. In the event a Unit Owner's use of a unit is such that it requires significant insurance for the Common Elements, as determined by the Board of Directors or the Association, said Unit Owner shall reimburse and indemnify the Association for such costs thereof. Section 5.15 Liability Insurance. The Board of Directors or the managing agent or manager, as the case may be, will obtain and continue in effect insurance against liability for personal injury and death and for damage to property arising from accidents occurring within the general and limited Common Elements in such amounts, as will be determined by the Board of Directors, but not less than S1 Million per occurrence and $2 Million in the aggregate. The premiums for the insurance will be a common expense to be paid by monthly assessments levied by the Board of Directors. Section 5.16 Beneficiaries of Insurance. All policies of insurance required to be obtained in this document will be written in the name of Miles Professional Condo,niniuna Associates. Even though not named in such policies, however, each Unit Owner and his /her /its mortgagee or mortgagees, or trust deed beneficiary or beneficiaries, if any, will be a beneficiary in the percentage assigned to his /her /its respective Unit in the declaration. Sect: ion 5.17 Right of Owners to Insure Units. Any insurance procured or maintained by the Board of Directors, or managing agent or manager, as the case may be, will be without prejudice to the right of each Unit Owner to procure and maintain the Unit insurance as he /she its sees fit. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 12 OF 16 r, 25 Section 5.18 Rules and Regulations. Rules and regulations concerning the use of the Common Elements and of individual Units may be promulgated and amended from time to time by the Board of Directors with the approval of a majority of Unit Owners. Copies of all rules and regulations will be furnished by the Board of Directors to each Unit Owner before their effective date. Section 5.19 Abatement of Violations. Violation of any provision of the Declaration, of these Bylaws, or of any rule or regulation adopted pursuant to it, will give the Board of Directors, acting on behalf of all Unit Owners, the right, in addition to any other rights set forth here: (a) to enter any Unit in or as to which the violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit Owner, any thing or condition constituting the violation or breach; and the Board of Directors will not be deemed guilty of trespass in so doing; or (b) to enjoin, abate, or remedy the continuance of the violation or breach by appropriate legal proceedings, or to bring an action for recovery of damages. ARTICLE VI. MORTGAGES AND DEEDS OF TRUST Section 6.1 Notice of Encumbrance. An Owner who mortgages his/her /its Unit or deeds his /her /its Unit in trust will, within seven (7) days after such mortgage or deed of trust has been executed, notify the manager, managing agent, or secretary of the Association of the name and address of his /her /its mortgagee or trust deed beneficiary; and the Secretary will maintain such information in a book entitled "Mortgagees of Units." Section 6.2 Payment of Assessments. No Unit Owner will be permitted to convey, mortgage, deed in trust, pledge, sell, or lease his /her /its Unit unless and until he /she /it has paid in full to the Board of Directors all unpaid charges assessed against his /her /its Unit, and until he /she /it has satisfied all unpaid liens against his /her /its Unit other than mortgage liens. Section 6.3 Notice of Unpaid Assessments. The Secretary of the Association will, at the request of a mortgagee or trust deed beneficiary of a Unit, report any unpaid assessments due from the Owner of such Unit. Section 6.4 Notice of Default. On giving notice to a Unit Owner of a default, whether in payment of Common Charges or otherwise, the Board of Directors will send a copy of the notice to each holder of a mortgage secured by the Unit, or trust deed beneficiary of the Unit, whose name and address appears in the book entitled "Mortgagees of Units." Section 6.5 Inspection of Books. Unit Owners, mortgagees, andbeneficiaries under deeds of trust covering Units will be permitted to inspect the books of account of the condominium at reasonable times during business hours. BYLAWS OF MILES PROFESSIONAL CONDOMMIIIM ASSOCIATION PACE 13 of 16 BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 14 of 16 ARTICLE VII. SALES AND LEASES OF UNITS Section 7.1 Compliance with Article. No Unit Owner may sell or lease his /her /its Unit or any interest in the Unit except by complying with the provisions of this Article. Section 7.2 Severance of Ownership. Any sale of a Unit must include the sale of the undivided interest in the Common Elements appurtenant to that Unit; the interest of the seller in any Units acquired by the Board of Directors, or the proceeds of the sale or lease of it; and the interest of the seller in any other assets of the condominium (collectively referred to in this agreement as appurtenant interests). No part of the appurtenant interests of any Unit may be sold, transferred, or otherwise disposed of, except as part of a sale, transfer, or other disposition of the Unit to which the interests are appurtenant; or as a part of a sale, transfer, or other disposition of such part of the appurtenant interests of all Units. Any deed, mortgage, deed of trust, or other instrument purporting to affect a Unit or one or more appurtenant interests without including all the interests will be deemed to include the interest or interests that were omitted; it being the intention hereto prevent any severance of combined Ownership of Units and their appurtenant interests. Section 7.3 Right of First Refusal. Any Unit Owner who receives a bona fide offer for the sale or lease of his /her /its Unit which he or she intends to accept will, subject to the exception of paragraph 7.5, give notice to the Board of Directors of the terms of the offer, the name and address of the offeror, and other information as the board may reasonably request. The giving of this notice will constitute a warranty and representation by the Unit Owner to the Board of Directors that the Owner believes the offer to be bona fide in all respects and intends to accept it. Within ten (10) days after receipt of the notice, the board may elect, by notice to the Unit Owner, to purchase or lease the Unit, on behalf of the Unit Owners, on the same terms and conditions stated in the Unit Owner's notice. If the board or its designee fails, within ten (10) days, to give notice of its intent to purchase or lease the Unit, the Unit Owner will be free to contract, sell, or lease the same to the outside offeror on the terms and conditions set forth in the original offer. Section 7.4 Consent of Unit Owners. The right of first refusal set forth above may not be exercised by the Board of Directors without the prior approval of a majority of Unit Owners. Section 7.5 Release of Right of First Refusal. The right of first refusal set forth above may be released or waived by the Board of Directors. Section 7.6 Certificate of Termination or Waiver of Right of First Refusal. Any Unit Owner who has given the notice required in Section Three of this article, or in respect to whom the provisions of the section have been waived, may request a certificate of termination or waiver, as the case may be, of the right of first refusal. On the request, a certificate of termination or waiver will be executed and acknowledged by the secretary of the Association, and the certificate will be conclusive on the Board of Directors and the Unit Owners in favor of all persons relying on it in good faith. Section 7.7 Financing Acquisition of Units by Board of Directors. Acquisition of Units may be financed from the acquisitions reserve, working capital, and Common Charges in the ARTICLE VIII. EMINENT DOMAIN Section 8.1 Condemnation of Common Elements. If all or any part of the general or limited Common Elements is taken, injured, or destroyed by eminent domain, each Unit Owner will be entitled to participate, through the Association, in the proceedings incident to it. Any damages, however, shall be for the taking, injury, or destruction as a whole, and will be collected by the Board of Directors. If those Unit Owners entitled to exercise 60 Percent (60 or more of the total voting power of the Association duly and promptly approve the repair and restoration of the general or limited Common Elements, the Board of Directors will contract for repair and restoration, and will disburse the proceeds of the award in appropriate progress payments to contractors engaged in repair and restoration. If the proceeds of the award are insufficient to defray the entire expense of repair and restoration, the excess of the expense over the proceeds will be treated as a Common Expense. In the event that those Unit Owners entitled to exercise 60 Percent (60 or more of the total voting power of the council do not duly and promptly approve the repair and restoration of the Common Elements, the net proceeds will be divided by the Board of Directors among all Unit Owners in proportion to their respective general or limited common interests, as the case may be, paying out of the share of each Unit Owner the amount of any unpaid liens on his /her /its Unit, in the order of priority of the liens. Section 8.2 Condemnation of Units. If all or any part of any Unit or Units, other than the undivided interest or interests in the general and limited Common Elements appurtenant to it, is taken, injured, or destroyed by eminent domain, each Unit Owner so affected will be entitled to participate directly in the proceedings incident to it. Any damages will be payable directly to the Unit Owner or Owners. Section 9.1 hands of the Board of Directors. If the funds are insufficient, the board may levy an assessment against Unit Owners in proportion to their Ownership of the Common Elements, as a common charge. The board is also authorized to borrow money to finance the acquisition of these Units. No lien or encumbrance on any property, however, other than the Unit to be acquired, may be suffered to secure the financing. ARTICLE IX. RECORDS Records; Certification by Certified Public Accountants. The manager, managing agent, and Board of Directors will keep detailed records of all actions of the manager, managing agent, and Board of Directors, as well as minutes of the meetings of the Board of Directors, minutes of the meetings of the Unit Owners, and financial records and books of account for the condominium, including a chronological record of all receipts and disbursements. A separate account will also be kept for each Unit containing, among other things, the amount of each assessment against the Unit, the date when due, amounts paid on it, and the balance remaining due. The Board of Directors will also prepare an annual written report summarizing receipts and disbursements of the condominium, copies of which will be made available to all Unit Owners. BYLAWS OF MILES PROFESSIONAL CONDOMNIUM ASSOCIATION PAGE 15 of 16 ARTICLE X. MISCELLANEOUS Section 10.1 Notices. All notices required or permitted to be sent to the Board of Directors will be sent by registered or certified mail in care of the manager or managing agent, or if there is no manager or managing agent, to the office of the Board of Directors at 611, S. Washington Afton, Wyoming, or to any other address as the board may from time to time designate. All notices required or permitted to be sent to any Unit Owner will be sent by registered or certified mail to the condominium or to any other address as the Owner may have designated in writing to the Board of Directors. All notices to Unit mortgagees or trust deed beneficiaries will be sent by registered or certified mail to their respective addresses, as maintained by the secretary in the book entitled "Mortgagees of Units." All notices will be deemed to have been given when mailed, except notices of change of address which will be deemed to have been given when received. Section 10.2 Waiver. No restriction, condition, obligation, or provision contained in these Bylaws will be deemed to have been abrogated or waived by reason of any failure to enforce it, irrespective of the number of violations and failures to enforce that may occur. Section 10.3 Invalidity. If any provision or provisions of these Bylaws is or are declared invalid, the invalidity will in no way impair or affect the validity, enforceability, or effect of the remaining provisions of these Bylaws. Section 10.4 Captions. Captions are inserted in these Bylaws for convenience and reference only, and will not be taken in any way to limit or describe the scope of these Bylaws or any provision thereof. ARTICLE XI. AMENDMENTS Section 11.1 Amendments. These Bylaws may be amended or supplemented by the vote of those Unit Owners entitled to exercise 90 Percent (90 or more of the total voting power of the Unit Owners at a meeting of Unit Owners duly called and held for this purpose. Any amendment or supplement shall be filed for record in the office in which these Bylaws are recorded. I, Mitchell 0. Miles as secretary of Mile Professional Condominium Association, hereby certify that the foregoing constitute the bylaws of this corporation as adopted and in full force and effect on this 19 day of November 2009. BYLAWS OF MILES PROFESSIONAL CONDOMINIUM ASSOCIATION PAGE 16 OF 16 EXHIBIT E. Mountain Moon Services LLC 529 Construction Consulting —Facilities Systems Maintenance Project Management ICC Certified Building Electrical Inspections No. 5313088 P.O. Box 1654 —150 Braves Road Afton, Wyoming 83110 307 884 -6677 307- 885 -6677 PROJECT: Miles Building Miles Beverage Inc., 24 E 6` Ave. Miles CPA, 611 S. Washington SUBJECT: Designating existing building as Commercial Condominiums Separation of Occupancies EXISTING OCCUPANCY DESIGNATIONS: Unit #1 Miles Beverage Inc.: S -1, moderate hazard storage Unit 2 Miles CPA: B, Business REFERENCE: 2006 IBC, Table 508.3.3, Required Separation of Occupancies PROPOSAL: Designate a part of Unit #1 as Unit #3 As a commercial condominium the building will be designated as mixed occupancy as it now is since no lot lines will be running through the building. If Unit #3's occupancy remains S -1, no modifications are proposed since there would be no occupancy change. If Unit #3's occupancy changes to classes B, F -1, or M, again, no modifications are proposed since classes B, F -1, M and S -1 are all considered as equal hazard. If Unit #3's occupancy changes to class A, R, F -2, S -2, or U, a 2 hour rated fire barrier will need to be constructed between it and Units #1 and #2. o Separation between Unit #1 and Unit #3 Install 1 '/z hour fire rated doors in existing doorways through block wall. Ensure that wall above block is 2 hour fire rated, which already extends to underside of roof sheathing. This will likely require adding 2 layers of 5/8" Type X drywall to each side. OCCUPANCY DEFINITIONS: o Separation between Unit #2 and Unit #3 Ensure that wall is 2 hour fire rated and extends to underside of roof sheathing. This will likely require adding 2 layers of 5/8" Type X drywall to each side of existing wall as well as to a new wall framed in the attic up to the underside of the roof sheathing. Ensurel that the fireplace vent and all other mechahical /electrical penetrations are fire rated. Occupancy F -1 examples include fabrication or manufacture of: Appliances Athletic equipment Baked goods Beverages over 12 percent alcohol Bicycles Brooms or brushes Business machines Canvas, carpets, rugs, clothing, leather Disinfectants Dry cleaning and dyeing Electronics Engines Food processing Furniture Laundries Metals Millwork Musical instruments Paper mills or products Photographic film Plastic products Shoes Soaps and detergents Upholstering Woodworking Occupancy M examples include: Department stores Drug stores Markets Retail or wholesale stores Sales rooms 530 Occupancy S -1 includes storage of: Aerosols Bags Baskets Belting Beverages in plastic containers Books and paper in rolls or packs Boots and shoes Cardboard Clothing Furniture Glues Grains Linoleum Lumber Motor vehicle repair with limited quantities of hazardous materials Soaps Sugar Tires, bulk storage Upholstery Occupancy B includes: Animal hospitals, kennels, pounds Banks Barber and beauty shops Civic administration Dry cleaning and laundries Education above the 12 grade Electronic data processing Laboratories for testing and research Motor vehicle showrooms Outpatient clinics Post offices Print shops Professional services Occupancy F -2 includes fabrication or manufacture of: Beverages up to and including 12 percent alcohol Brick and masonry Ceramic products Foundries Glass products Gypsum Ice Metal fabrication Occupancy S -2 includes storage of: Asbestos Beverages up to and including 12 percent alcohol in metal, glass or ceramic containers Cement in bags Chalk, crayons Dairy products in nonwdxed coated paper containers Electronics Empty cans Food products Foods in noncombustible containers Glass bottles empty or filled with noncombustible liquids Gypsum board Metals Mirrors Parking garages open or closed Porcelain and pottery Stoves Talc and soapstones Washers and dryers Occupancy R is any residential Occupancy A is any assembly buildings including restaurants and areas for worship, recreation or amusement. Occupancy U includes agricultural and greenhouses.