Bylaws

SECTION 1. Principal Office. MountainBrook Village Company (hereinafter called “the corporation”) shall maintain a principal office in Arizona.

SECTION 2. Other Offices. The corporation may also maintain offices at such other place or places, either within or without the State of Arizona, as may be designated from time to time by the Board of Directors (hereinafter called “the board”), and the business of the corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 3. Corporate Seal. A corporate seal shall not be a requisite to the validity of any instrument executed by or on behalf of the corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the corporation and in the center the words “corporate seal,” the year incorporated, and the state where incorporated.

SECTION 1. Shareholders’ Meetings. All meetings of shareholders shall be held at such place as may be fixed from time to time by the board, or in the absence of direction by the board, by the president or secretary of the corporation, either within or without the State of Arizona, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual Meetings. Annual meetings of shareholders shall be held within one hundred eighty (180) days of the end of the corporation’s fiscal year on such date as is designated by the president or secretary of the corporation or the shareholders of the corporation owning a majority of the entire capital stock of the corporation issued, outstanding and entitled to vote. At the annual meeting, shareholders shall elect a board and transact such other business as may properly be brought before the meeting.

SECTION 3. Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Arizona statute or by the Articles of Incorporation (hereinafter called “articles”), may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board, or at the request in writing of shareholders owning a majority of the entire capital stock of the corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 4. List of Shareholders. The officer who has charge of the stock transfer books for shares of the corporation shall prepare and make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 5. Notice of Shareholders’ Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all the issued and outstanding shares of the corporation present at the meeting in person or represented by proxy.

SECTION 6. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders,

not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, 4:00 p.m. on the day before the day on which notice of the meeting or the actual dividend check is mailed shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

(a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of shareholders for the transaction of business except as otherwise provided by Arizona statute or by the articles.

(b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number, or voting by classes, is required by Arizona statute or the articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

(c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 8. Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.

SECTION 9. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, by a consent in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding shares entitled to vote with respect to the subject matter of the action.

SECTION 10. Waiver of Notice. Attendance of a shareholder at a meeting shall constitute waiver of notice of such meeting, except when such attendance is for the purpose of protesting that the meeting is not lawfully called or convened. Any shareholder may waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

SECTION 1. Number. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be shareholders.

SECTION 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors then in office, though not less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

SECTION 3. Powers. The business and affairs of the corporation shall be managed by the board, which may exercise all such powers of the corporation and do all such lawful acts as are prohibited not by Arizona statute, the Articles of Incorporation, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 4. Removal of Directors. Any director or the entire board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 5. Place of Meetings. The board of the corporation may hold meetings, both regular and special, either within or without the State of Arizona, and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 6. Annual Meetings. Annual meetings of the board shall be held immediately following the annual meeting of shareholders and in the same place as the annual meeting of shareholders, and no notice to the newly elected directors of such meeting shall be necessary in order legally to hold the meeting, provided a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 7. Regular Meetings. Regular meetings of the board may be held without notice at such time and at such place as shall from time to time be determined by the board.

SECTION 8. Special Meetings. Special meetings of the board may be called by the president or the secretary on one (1) day’s notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors.

SECTION 9. Quorum. A quorum at any meeting of the board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum as provided by Arizona statute or by the articles. If a quorum shall not be present at any meeting of the board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 10. Action Without Meeting. Unless otherwise restricted by the articles or these bylaws, any action required or permitted to be taken at any meeting of the board or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

SECTION 11. Committees of the Board. The board by resolution, adopted by a majority of the full board, may designate from among its members an executive

committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the board. The board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law.

SECTION 12. Compensation. By resolution of the board, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 13. Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any director may waive notice of any annual, regular, or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 1. Designation of Titles. The officers of the corporation shall be chosen by the board and shall be a president, who shall be a member of the board, a vice president, a secretary, and a treasurer. The board may also choose a chairman of the

board. Any number of offices, except the offices of president and secretary, may be held by the same person, unless the articles or these bylaws otherwise provide. The board may require any such officer, agent or employee to give security for the faithful performance of his duties.

SECTION 2. Election, Term of Office, Qualification. The executive officers of the corporation shall be elected annually by the board, each to hold office for one year or until his successor shall have been duly appointed or elected and shall qualify, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

SECTION 3. Subordinate Officers, Etc. The board may appoint such subordinate officers, agents or employees as the board may deem necessary or advisable, including one or more additional vice presidents, one or more assistant treasurers and one or more assistant secretaries, each of whom shall hold office for such period, have authority and perform such duties as are provided in these bylaws or as the board may from time to time determine. The board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state, or city government.

SECTION 4. Removal. Any officer or agent may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 5. Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 2 and 3 of this Article IV for election or appointment to such office.

SECTION 6. Chairman of the Board. The chairman of the board, if one shall have been appointed and be serving, shall preside at all meeting of the board and shall perform such other duties as from time to time may be assigned to him.

SECTION 7. The President. The president shall preside at all meetings of shareholders, and if a chairman of the board shall not have been appointed or, having been appointed, shall not be serving or be absent, the president shall preside at all meetings of the board. The president shall be the principal executive officer of the corporation and, subject to the control of the board, shall in general supervise and control all of the business and affairs of the corporation. He may sign, either alone or with the secretary or any other proper officer of the corporation thereunto authorized by the board, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board from time to time.

SECTION 8. Vice President. Each vice president shall have such powers and perform such duties as the board or the president may from time to time prescribe and shall perform such other duties as may be prescribed by these bylaws. At the request of the president, or in case of his absence or inability to act, the vice president or, if there shall be more than one vice president then in office, then one of them who shall be designated for the purpose by the president or by the board shall perform the duties of the president, and when so acting shall have all powers of, and be subject to all the restrictions upon, the president.

SECTION 9. The Treasurer. The treasurer shall have charge and custody, and be responsible for, all the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the corporation in such banks and other depositaries as may be designated by the board; he shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and to the directors at the regular meetings of the board or whenever they may require it, a statement of all his transactions as treasurer and an account of the financial condition of the corporation; and, in general, he shall perform all the duties incident to the office of treasurer and such other duties as may from time to time be assigned to him by the board. He may sign, with the president or a vice president, certificates of stock of the corporation.

SECTION 10. The Secretary. The secretary shall act as secretary of, and keep the minutes of, all meetings of the board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be custodian of the seal of the corporation and shall affix the seal, or cause it to be fixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the corporation relating to its organization as a corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of secretary. He may sign, with the president, certificates of stock of the corporation. He shall also have such powers and perform such duties as are assigned to him by these bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these bylaws, as the board shall from time to time prescribe.

Any director or other officer may resign his office at any time by giving written notice of his resignation to the president or the secretary of the corporation. Such resignation shall take effect at the time specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 1. Contracts. The board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board, except that the president of the corporation is authorized to contract loans or issue negotiable paper on behalf of the corporation and in its name to the extent of $10,000. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board may select.

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the board. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board may prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

The board may, from time to time, declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles.

Subject to the further provisions hereof, the corporation shall indemnify any and all of its existing and former directors, officers, employees, and agents against all expenses incurred by them and each of them, including but not limited to, legal fees, judgments, penalties, and amounts paid in settlement or compromise, which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them, other than an action by or in the right of the corporation, for or on account of any action or omission alleged to have been committed while acting within the scope of employment or service as director, officer, employee, or agent of the corporation, if he or she acted, or failed to act, or refused to act, in good faith and in a manner he or she reasonably

believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court. Subject to the further provisions hereof, the corporation shall indemnify any and all of its existing and former directors, officers, employees, and agents against all expenses incurred by them and each of them, including but not limited to, legal fees (but excluding judgments, penalties, and, except as hereinafter set forth, amounts paid in settlement or compromise), which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them by or in the right of the corporation, for or on account of any action or omission alleged to have been committed while acting within the scope of employment or service as director, officer, employee, or agent of the corporation, if he or she acted, or failed to act, or refused to act, in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, whether or not any action is or has been filed against them and except that no indemnification shall be made under this sentence in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

In connection with any action referred to in the previous sentence, if a court shall determine that indemnity for amounts paid in settlement is proper, indemnification shall be mandatory and shall be automatically extended by the corporation for the amounts so paid in settlement and for expenses, including attorneys’ fees to the extent the court deems proper. Except as provided in the next sentence, the corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall have unreasonably refused to permit the corporation, at its own expense and through counsel of its own choosing, to defend him or her in the action. Indemnification against expenses, including attorneys’ fees shall be mandatory and shall be automatically extended by the corporation whether the legal action brought or threatened is by or in the right of the corporation or by any other person to the extent the director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above.

These bylaws may be repealed, altered, or amended, or substitute bylaws may be adopted at any time by a majority of the board at any regular or special meeting.

The undersigned, Rex H. Manz, Secretary of MountainBrook Village Company, hereby certifies that the foregoing bylaws were duly adopted by Unanimous Consent of the Board of Directors of MountainBrook Village Company In Lieu of First Meeting effective the 22nd day of October, 1992.

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Rex H. Manz, Secretary

The undersigned, constituting all of the directors of MountainBrook Village Company, an Arizona corporation (the “Corporation”), hereby consent to the following action taken without a meeting as permitted by the Bylaws of the Corporation and applicable law:

WHEREAS, the Corporation is a general partner in MountainBrook Village Joint Venture, an Arizona general partnership (the “Joint Venture”), and the Joint Venture is a limited partner in Gold Canyon Golf Resort Limited Partnership, an Arizona limited partnership (the “Partnership”); and

WHEREAS, in connection with a Four Million Dollar ($4,000,000.00) loan to the Partnership from Greyhound Financial Corporation, a Delaware corporation (the “Lender”), it is contemplated that the Joint Venture shortly will enter into a Subordination and Standstill Agreement (Affiliates) (the “Agreement”) in favor of the Lender; and

NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby ratifies, confirms and approves the Agreement and the transaction contemplated thereby; and

FURTHER RESOLVED, that Richard C. Kraemer, President of the Corporation, Gary D. Haarer, Vice President of the Corporation, Robert H. Daskal, Treasurer of the Corporation, Rex H. Manz, Secretary of the Corporation and Larry W. Seay, Assistant Treasurer of the Corporation (collectively, the “Authorized Representatives”), should be, and each of them acting alone hereby is, authorized, on behalf of the Corporation as a general partner of the Joint Venture, to execute the Agreement and any and all other documentation contemplated thereby, in such form and having such substance as any of them deems appropriate in his sole and absolute discretion;

FURTHER RESOLVED, that all action taken by the Authorized Representatives, or any one or more of them prior to the adoption of these Resolutions in connection with the Agreement and the transaction contemplated thereby, should be, and the same hereby is, ratified, confirmed and approved in all respects.

This consent shall be deemed effective as of the 1st day of March, 1993 and shall be filed with the minutes of the proceedings of the Board.

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Richard C. Kraemer

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Robert H. Daskal

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Gary D. Haarer

RESOLVED, that the Corporation should, and it hereby does, approve the formation of an Arizona general partnership to be known as MountainBrook Village Joint Venture (the “Joint Venture”) (with the Corporation and SMI - MountainBrook Limited Partnership, an Arizona limited partnership, to be general partners), and the execution of the Joint Venture Agreement and Certificate of Partnership of the Joint Venture (the “Joint Venture Documents”) contemplated by the formation of the Joint Venture;

FURTHER RESOLVED, that the Corporation, as the general partner of the Joint Venture, should, and it hereby does, approve the formation of an Arizona limited partnership to be known as Gold Canyon Golf Resort Limited Partnership (the “Partnership”) (with UDC Advisory Services, Inc., an Illinois corporation, to be the general partner and the Joint Venture to be the limited partner), and the execution of the Limited Partnership Agreement and Certificate of Limited Partnership of the Partnership (the “Partnership Documents”);

FURTHER RESOLVED, that Richard C. Kraemer, President of the Corporation, Gary D. Haarer, Vice President of the Corporation, Robert H. Daskal, Treasurer of the Corporation, Rex H. Manz, Secretary of the Corporation and Larry W. Seay, Assistant Treasurer of the Corporation (collectively, the “Authorized Representatives”), should be, and each of them acting alone hereby is, authorized, on behalf of the Corporation, to execute the Joint Venture Documents and any and all other documentation contemplated thereby, in such form and having such substance as any of them deems appropriate in his sole and absolute discretion;

FURTHER RESOLVED, that the Authorized Representatives should be, and each of them acting alone hereby is, authorized, on behalf of the Corporation, as the general partner of the Joint Venture, to execute the Partnership Documents and any and all other documentation contemplated thereby, in such form and having such substance as any of them deems appropriate in his sole and absolute discretion;

FURTHER RESOLVED, that all action taken by the Authorized Representatives, or any one or more of them prior to the adoption of these Resolutions in connection with the Joint Venture Documents or the Partnership Documents and the transactions contemplated thereby, should be, and the same hereby are, ratified, confirmed and approved in all respects.

This consent shall be deemed effective as of the 1st day of February, 1993 and shall be filed with the minutes of the proceedings of the Board.

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Richard C. Kraemer

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Robert H. Daskal

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Gary D. Haarer

The undersigned, being the Directors named in the Articles of Incorporation of MountainBrook Village Company, an Arizona corporation, hereby consent to the following action taken without a meeting as permitted by Section 10-044 of the Arizona Revised Statutes:

WHEREAS, the Articles of Incorporation of the Corporation were filed with the Arizona Corporation Commission on October 22, 1992, and a copy of the Articles of Incorporation is being transmitted to a newspaper published and printed in, and of general circulation in Maricopa County, Arizona, for publication in three consecutive issues as required by law; and

WHEREAS, all acts required to complete and validate the incorporating of the Corporation (subject to the filing of the affidavit of publication of the Articles) have now been taken and, therefore, the Corporation may function in perpetuity from October 22, 1992, unless its incorporation is sooner revoked by authority of law; and

WHEREAS, the initial Directors desire to confirm the appointment of the Directors of the Corporation, approve Bylaws of the Corporation, elect officers of the Corporation, approve a form of stock certificate of the Corporation, approve a form of seal of the Corporation, approve the appointment of the statutory agent of the Corporation, adopt a fiscal year for the Corporation, and otherwise take action in lieu of the organizational meeting of the Board of Directors of the Corporation contemplated by A.R.S. § 10-057; and

WHEREAS, UDC Homes, Inc. has submitted a written offer to subscribe for a share of the Corporation’s common stock, which offer is attached hereto as Exhibit “A”; and

WHEREAS, it will be necessary or convenient for the Corporation from time to time to open bank accounts (which term shall include savings and loan associations); and

WHEREAS, various banks often demand different resolutions in order to open such accounts, and it is the desire of the Corporation to give certain persons broad authority to open such accounts and to certify to such resolutions required by such banks.

NOW, THEREFORE, BE IT RESOLVED, that a copy of the Articles of Incorporation and the Affidavit of Publication of the Articles of Incorporation in a newspaper published and printed in, and of general circulation in Maricopa County, Arizona (when received), all of which are more particularly referred to above, shall be placed in the minute book of the Corporation.

FURTHER RESOLVED, that the appointment of Richard C. Kraemer, Robert H. Daskal and Gary D. Haarer as Directors of the Corporation in the Articles of Incorporation is hereby ratified, confirmed and approved.

FURTHER RESOLVED, that without prejudice to the powers of the Board of Directors of the Corporation to make, alter, amend or repeal the Bylaws of this Corporation as conferred by the provisions of its Articles of Incorporation, the form of Bylaws submitted herewith to the Directors should be, and it hereby is, in all respects approved, and that said Bylaws should be, and they hereby are, adopted as the Bylaws of the Corporation.

FURTHER RESOLVED, that a copy of the Bylaws be incorporated in the minute book of the Corporation immediately following the copy of the Articles of Incorporation.

FURTHER RESOLVED, that the following persons are unanimously elected to the offices shown opposite their names for the term specified in the Corporation’s Bylaws:

FURTHER RESOLVED, that acceptances of the aforesaid offices from the above-named persons should be, and they hereby are, attached hereto and made a part hereof as Exhibits “B,” “C,” “D,” “E,” “F” and “G”.

FURTHER RESOLVED, that the form of stock certificate conforming to Article VII, Section 1 of the Bylaws is approved and adopted as the form of certificate for shares of the capital stock of the Corporation, and same should be, and hereby is, attached hereto and made a part hereof as Exhibit “H”.

FURTHER RESOLVED, that the following form of seal conforming to Article I, Section 3 of the Bylaws should be, and it hereby is, approved and adopted:

FURTHER RESOLVED, that the appointment in the Articles of Incorporation of Lowe & Berman, P.A., 2901 North Central Avenue, Suite 1100, Phoenix, Arizona 85012, as statutory agent for the Corporation should be, and it hereby is, ratified, confirmed and approved.

FURTHER RESOLVED, that the Corporation hereby adopts as its fiscal year, for the purpose of Title 43 of the Arizona Revised Statutes, as well as for other purposes, the first day of October to the last day of September of each year.

FURTHER RESOLVED, that the offer from UDC Homes, Inc. to subscribe for one (1) share of the

Corporation’s authorized but unissued common capital stock in consideration of the contribution to the Corporation of its receivable from Superstition Mountain Investment, Ltd., an Illinois limited partnership, in the amount of $100,000.00 be, and it hereby is, accepted and $99,900.00 of such consideration is hereby allocated to capital surplus and the remainder of such consideration shall constitute stated capital.

FURTHER RESOLVED, that any officer of the Corporation should be, and he hereby is, authorized and empowered to open bank accounts in such banks as he may determine in his discretion, on behalf of the Corporation; that he should be, and hereby is, authorized and empowered to sign checks on any accounts which are opened; and that he should be, and he hereby is, authorized and empowered to have access to any safe deposit boxes established by the Corporation under the authority granted herein.

FURTHER RESOLVED, that the Secretary and any Assistant Secretary, are each authorized to execute such standard forms of certificate of corporate resolutions as such bank or banks may require in connection with any accounts which are opened or for use of such bank’s or banks’ night depository or safe deposit facilities.

This consent shall be deemed effective as of October 22, 1992 and shall be filed with the minutes of the proceedings the Board.

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Richard C. Kraemer

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Robert H. Daskal

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Gary D. Haarer

The undersigned, UDC Homes, Inc., a Delaware corporation, hereby subscribes for one (1) share of the authorized common capital stock of MountainBrook Village Company, an Arizona corporation, for which the undersigned agrees to contribute to said corporation a portion of its receivable from Superstition Mountain Investment, Ltd., an Illinois limited partnership, in the amount of $100,000.00.

The undersigned understands that the share to be purchased has not been registered under federal, state or other securities laws; that, consequently, it is not freely transferable; and that the corporation will make appropriate stop-transfer notations on its stock transfer records and may, at its option, place an appropriate legend evidencing the restrictions on transfer of the certificates representing the share.


UDC HOMES, INC., a Delaware corporation

By

	Its	Executive Vice President-Finance

The undersigned hereby accepts his election as a Director and as President of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Richard C. Kraemer

The undersigned hereby accepts his election as a Director and as Vice President of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Gary D. Haarer

The undersigned hereby accepts his election as a Director and as Treasurer of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Robert H. Daskal

The undersigned hereby accepts his election as Secretary of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Rex H. Manz

The undersigned hereby accepts his election as Assistant Treasurer of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Larry W. Seay

The undersigned hereby accepts her election as Assistant Secretary of MountainBrook Village Company, an Arizona corporation, as of October 22, 1992.

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Gina M. Self


Section 4	Deposits	14

ARTICLE VII	CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1	Certificates for Shares	15

Section 2	Transfer of Shares	15

ARTICLE VIII	FISCAL YEAR	16

ARTICLE IX	DIVIDENDS	16

ARTICLE X	INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS	16

ARTICLE XI	REPEAL, ALTERATION OR AMENDMENT	19


ARTICLE I	OFFICES AND CORPORATE SEAL	1

Section 1	Principal Office	1

Section 2	Other Offices	1

Section 3	Corporate Seal	1

ARTICLE II	SHAREHOLDERS

Section 1	Shareholders’ Meeting	1

Section 2	Annual Meetings	2

Section 3	Special Meetings of Shareholders	2

Section 4	List of Shareholders	2

Section 5	Notice of Shareholders’ Meetings	3

Section 6	Closing of Transfer of Books or Fixing of Record Date	3

Section 7	Quorum and Adjournment	4

Section 8	Voting	5

Section 9	Action Without meeting	5

Section 10	Waiver of Notice	6

ARTICLE III	DIRECTORS

Section 1	Number	6

Section 2	Vacancies	6

Section 3	Powers	6

Section 4	Removal of Directors	7

Section 5	Place of Meetings	7

Section 6	Annual Meetings	7


Section 7	Regular Meetings	8

Section 8	Special Meetings	8

Section 9	Quorum	8

Section 10	Action Without Meeting	8

Section 11	Committees of the Board	8

Section 12	Composition	9

Section 13	Waiver of Notice	9

ARTICLE IV	OFFICERS

Section 1	Designation of Titles	9

Section 2	Election, Term of Office Qualification	10

Section 3	Subordinate Officers, Etc.	10

Section 4	Removal	10

Section 5	Vacancies	11

Section 6	Chairman of the Board	11

Section 7	The President	11

Section 8	Vice President	12

Section 9	The Treasurer	12

Section 10	The Secretary	13

ARTICLE V	RESIGNATIONS

ARTICLE VI	CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1	Contracts	14

Section 2	Loans	14

Section 3	Checks, Drafts, Etc.	14


Richard C. Kraemer		President
Gary D. Haarer		Vice President
Robert H. Daskal		Treasurer
Rex H. Manz		Secretary
Larry W. Seay		Assistant Treasurer
Gina M. Self		Assistant Secretary