RESTATEMENT OF THE BY-LAWS OF

CATHEDRAL MOUNTAIN RANCH ASSOCIATION

CATHEDRAL MOUNTAIN RANCH ASSOCIATION, a nonprofit membership corporation organized under the laws of the State of Montana, hereby adopts a restatement of the following bylaws and amendments.

ARTICLE I – NAME AND LOCATION

Section 1: The name of the corporation shall be CATHEDRAL MOUNTAIN RANCH ASSOCIATION.

Section 2: The corporation’s registered office shall be located at Cathedral Mountain Ranch, PO Box 504, Nye, Montana 59061.

Section 3: Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE II – MEMBERS

Section 1: No person shall be a member of the Association except a person who is the owner of a lot or condominium unit within Cathedral Mountain Ranch Subdivision, according to the plats now on file or additions thereto hereinafter filed in the office of the County Clerk and Recorder of Stillwater County, Montana.

Section 2: Each owner of each lot or condominium unit in said subdivision, shall by virtue of such ownership be a member of the Association. However, if ownership of a lot or condominium unit is vested in more than one person, while each such person shall be a member, the several co-owners shall be entitled to vote only in accordance with the provisions of these By-laws on VOTING, Article IV.

Section 3: Membership shall be appurtenant to and may be separated from ownership of any lot or condominium unit which is subject to assessment by the Association, but the Association shall not be required to recognize a change of membership until the deed has been transferred on the books of the Association; provided that the Board of Directors on its own volition after consideration by the Board of such evidence as it may require, may recognize a transfer of membership after determining that a transfer of ownership has in fact taken place.

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Section 4: For the purpose of determining membership, the purchaser of a lot or condominium unit who is in possession of the same, even though he may not yet have acquired deed thereto, shall be deemed the owner of the same, and the seller shall be deemed to have ceased to be the owner. Any member whose lot is foreclosed upon by the Association for failure to pay the annual assessment, shall lose the rights of membership for that lot as of the date the foreclosure is completed.

Section 5: Any member who is entitled to vote may have access to the Association records. Access must be obtained in writing by a letter to the Board.

Section 6: Taping/video recording of Board or Annual Meetings may be done at any Board or Annual Meeting by obtaining consent of the Board and those in attendance at said meetings.

ARTICLE III - MEETING OF MEMBERS

Section 1: The annual meeting of the members of the corporation shall be on the second Saturday in July in each calendar year at the time designated by the Board of Directors. The annual meetings to be held at Cathedral Mountain Lodge, Stillwater County, Montana, unless written notice of a different day, or different place, is given by the Board of Directors of the Association as provided hereafter.

Section 2: Special meetings may be called at any time by the order of the Board of Directors or by any ten members of the Association. These special meetings to be held in Stillwater County, Montana, at an hour and place to be specified by the Board of Directors or the ten members calling the meeting.

Section 3: Written notice of any annual or special meeting of members shall be mailed to each member at his last known address as reflected by the Association’s membership records, not less than 30 days prior to the date of the meeting. Such notice shall specify the time, place and purpose of the meeting.

Section 4: The budget presented at the Annual meeting must be approved by the members

present and entitled to vote.

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ARTICLE IV – VOTING AND QUORUM

Section 1: All owners shall be entitled to one vote for each lot or condominium unit owned. The vote for any lot or unit owned by more than one person shall be exercised as such owners may among themselves determine, but in no event, shall more than one vote be cast with respect to any such lot or unit.

Section 2: The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-quarter of the votes of all lot or condominium owners shall constitute a quorum. If however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than as announcement at the meeting, until a quorum as aforesaid shall be present and represented.

Section 3: At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot or condominium. No proxy shall be valid for more than one year from date of issue.

Section 4: No vote may be cast for any lot or condominium unit which is delinquent in the payment of any assessment by the Association.

Section 5: Cumulative voting shall not be allowed.

ARTICLE V – BOARD OF DIRECTORS

Section 1: The corporate powers of the Association shall be exercised by and its affairs and property managed and controlled by a board of five directors who shall be elected by the members of the Association.

Section 2: Until the first annual meeting of the members following the incorporation of the Association, the directors named in the Articles of Incorporation shall serve, but at the first annual meeting of the incorporation, the members shall elect three directors for a term of two years and two directors for a term of one year. Thereafter, as the terms of directors expire, members shall elect successors for terms of two years each. Terms of directors are limited to two consecutive 2 year terms or 4 years at one time. This does not preclude the election of a former director after a vacancy of 2 years from his previous term.

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Section 3: All directors must be a lot or condominium owner.

Section 4: Directors need not be residents of this state.

Section 5: Any director may be removed at any time by a vote of two-thirds of all the lot or condominium owners entitled to vote. Removal can take place at any regular or special meeting of the members, provided notice related to this matter be given that this matter will be considered at such meeting.

Section 6: If a director dies or resigns, or becomes unable to perform Board duties because of a disability, then the remaining members of the Board may elect a successor who shall serve until the next annual meeting of the Association, at which time the members shall elect a successor to fill the balance of the term.

Section 7: Directors shall meet at least one time a year, immediately following the annual meeting of the members of the Association for the purpose of electing officers of the board.

Section 8: Special meetings of the directors may be held at any time on the call of the president or vice-president or any three members of the board.

Section 9: Notice of directors’ meetings shall be given at least 14 days prior to the meeting except that notice of the annual meeting of the directors held immediately following the annual meeting of the members need not be given.

Section 10: Directors’ meetings shall be held within Stillwater or Yellowstone Counties, Montana, at a time and place to be specified in the call of the meeting.

Section 11: A quorum of the Board for the transaction of business at any meeting shall be three members of the Board.

Section 12: The directors shall elect the officers of the Association. An officer may be removed at any time by a vote of two-thirds of the members of the Board.

Section 13: The Board of Directors shall have the power to adopt and publish rules and regulations governing the use of the property of the Association, and the conduct of the members and their guests thereon, and to establish penalties for the infraction thereof. The Board’s actions will be reviewed at the annual meeting to either permanently approve these actions or modify them.

The Board has all powers, duties and authority and not reserved to the membership by other provisions of these By-laws or the Articles of Incorporation.

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Section 14: All building site construction, remodeling, repair and maintenance projects must be submitted to the Cathedral Mountain Ranch Association Board of Directors for review and approval.

Section 15: The Board of Directors shall have the power, without submitting the same to vote of the members of the Association, to buy such items or equipment or other services or supplies necessary to maintain the operation of the Association.

Section 16: In fullfilling their duties, the Board may not spend in excess of $10,000 not approved by the membership.

Section 17: The Board of Directors shall have the power, without submitting the same to a vote of the members of the Association: (a) to buy such property, both real and personal,as it shall consider necessary or advisable, provided that the total cost of such property does not exceed the amount which may be assessed under these By-laws in any one year, (b) to incur such indebtedness as it shall deem necessary not exceeding $10,000 and to mortgage Association property to secure such indebtedness, (c) to lease all or part of the Association property and (d) to exchange not more than five percent of the Association’s property, both real and personal.

Section 18: Any action the Board is authorized to take, may be taken without a meeting, provided every member of the Board gives his or her written consent to this action.

ARTICLE VI – OFFICERS

Section 1: The Board of Directors at its annual meeting shall elect a President, Vice-President, Secretary, and Treasurer and such assistants as the Board deems necessary. Treasurer or Secretary need not be members of the Board, but may be appointed annually by the Board.

Section 2: The President shall be a member of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 3: The president shall preside at all meetings of the Directors and members, and subject to the control of the Board, shall have general supervision over the affairs of the Association and its officers. He shall sign all written contracts of the Association. He shall perform such duties as may be incident to his office or as may be assigned to him by the Board of Directors.

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Section 4: The vice-president shall act for the president in the event of the absence of the

latter.

Section 5: The secretary shall keep all books and records of the Association and the Board of Directors and record all minutes of meetings of both. The Secretary shall have custody of the Association seal. The Secretary shall also perform such duties as may be incident to the office or as may be assigned by the Board.

Section 6: The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. The treasurer shall receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation’s name in banks, trust companies or other depositories that the board shall select. The treasurer shall submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and in general, perform all of the duties incident to the office of Treasurer and other duties that the President or board may assign to the treasurer. Any or all of these duties and responsibilities may be delegated by the treasurer or the board to a business manager or other responsible person.

ARTICLE VII – WAIVERS AND CONSENTS

Section 1: When any member of the Association or of the Board of Directors is entitled to notice of any meeting of members or directors, such notice may be waived in writing either before or after such meeting.

ARTICLE VIII- CORPORATE SEAL

Section 1: The seal of this Association shall be in circular form, with the words “ Cathedral Mountain Ranch Association” and the “State of Montana” in a circle about the outer edge thereof, and the words “Corporate Seal” across the face thereof.

ARTICLE IX – ASSESSMENTS

Section 1: Within the limitations prescribed in Declarations of Restrictions filed in the office of the County Clerk and Recorder of Stillwater County, Montana, pertaining to Cathedral Mountain Ranch Subdivision First and Second Filings, the Board of Directors may impose assessments upon the lot or condominium units in Cathedral Mountain Ranch Subdivision, First and Second Filings, without submitting the same to the members of the Association. The amount of the assessments shall be uniform to lot and condominium owners alike. No assessments made by the Board of Directors shall exceed the sum of $275.00 per year per undeveloped lot or $525.00 per year per developed lot or condominium unit unless specifically approved by a majority of the members present and entitled to vote at an annual or special meeting of the members of the Association.

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Section 2: A special assessment may be levied against all lot or condominium owners provided it is (1) deemed necessary by the Board and (2) approved by 2/3 of the members of the Association present and voting at a regular or special meeting in which the special assessment is mentioned in the notice and (3) uniform to both developed and undeveloped lots and condominium owners, thus reflecting a sense of fairness in the special assessment.

Section 3: Assessments shall be secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 15% per annum, and the Association may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorneys’ fees of such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for therein by non-use of the Association lands or abandonment of his lot or condominium unit

ARTICLE X – DISSOLUTION

Section 1: The Association may be dissolved by resolution adopted at any regular or special meeting of the members, by the affirmative vote of two thirds of all the votes entitled to be cast at any regular or special meeting at which time dissolution is mentioned in the notice.

Section 2: If such resolution is adopted, then after satisfaction and discharge of all liabilities and obligations of the Association, the remaining assets, if any, shall be distributed to the members on the basis of one share for each lot or condominium unit subject to assessment under these Bylaws.

ARTICLE XI – AMENDMENTS

Section 1: These By-laws may be amended at a regular or special meeting of the members, by a majority of the votes entitled to be cast.

ARTICLE XII – RULES AND REGULATIONS

Section 1: The Association shall have the authority to adopt rules and regulations for governing the conduct of its members on the property.

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In WITNESS WHEREOF, 0n July, 2001, the undersigned have executed this instrument as

evidence of the adoption of the aforesaid Bylaws of this Association

/s/ David Nighbert – Director /s/ Erling Tufte – Director

/s/ William Clossin – Director /s/ Chris Allen – Director

/s/ Robert Holmes – Director

FOOTNOTE; These Bylaws have been restated to reflect past amendments

and to correct the language of the original bylaws.