•AMENDMENT TO THE BYLAWS

2rCAMERON KNOLL OWNERS' ASSOCIATION l

A VIRGINlh NONSTQCK CORPORATION

WHEREAS, on , 1981, sequoia Building

o~s-)

Corporation, the declarant, a Virginia nonstock corporation,I.

execu,ted a declaration of Covenants and Restrictions applicable

to Cameron Knoll, a homeowners association, recorded among the,Land Records of the City of Alexandria, Virginia, in Deed Book

1039, page 354, !1. seq., and

WHEREAs, under Article II of the Declaration, the affairs

of the Association are governed by the Cameron Knoll Owners',Association, a Virginia nonstock corporation incorporated under

Chapter 2 of Title 13.1 of the Code of Virginia (the Virginia

Nonstock Corporation Act), and

WHEREAS, under Article IV, Section 4.4, of the Bylaws of

the Association, the Bylaws may be amended at any meeting of

the Association by the affirmative vote of a majority of a

quorum of members present in person or by proxy provided that

the proposed amendments have been inserted in the notice of

meetings.

WHEREAS, a majority of a quorum of members of the

Assooiation have voted affirmatively, as evidenced by the

Certificate attached hereto, for this Amendment to the Bylaws

of the Cameron Knoll Owners' Association.

NOW, THEREFORE, purauant to Section 13.1-212.1 of the

Virginia NOnstock corporation Act and in.accordance with the

Bylaws of the Cameron Knoll Owners· Association, the Bylaws of

the Cameron Knoll Owners· Assooiation are hereby amended as

follows~

Article IV is hereby amended by adding the following

Sectio~s 4.5 through 4.6 after Section 4.4 so that those

Sections read as follows,

Section 4.5. LATE FEES AND ADMINISTRATIVECHARGES. The Board shall have the authorityto assess late fees on any account which isnot paid within ten (10) days after it is duein such amounts as shall be determined by theBoard by resolution, and, if not sodetermined, late fees shall be in the amountof Ten Dollars ($10.00) per mOnth., If aninstallmen,t remains deUl1quent twenty-five·(25) days after it is due, the Board shallhave the additional authority to assess anadministrative charge of Fifteen Dollars($15.001 to cover the costs 'of handling, orsuch amount as the Board shall determine byResolution, and to refer the delinquentaccount to counsel for legal action.

Section 4.6. ACCELERATION. If an Owner shallbe in default of any installment of anaSsessment, but not limited to the monthly orquarterly installments based on the annualbudget for more than sixty (60) days, theBOard of Directors may demand payment andaccelerate the remaining installments of theannual aSsessment coming due within thatfiscal year and the remaining installmentsshall constitute a lien on the lot.

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IN WITNESS WHEREOF, the Board of Directors nas caused these

Bylaws to be executed in its name on behalf of the Cameron Knoll

Owners' Association this day of , 1985.

BY'-,.,"""'r.:::.- _President

Attestl;;S~.~c~r~.~t~a~r~Y;---------

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BYLAWS OF

CAMERON KNOLL OWNERS' ASSOCIATION

A VIRGINIA NON STOCK CORPORATION

THOMAS & FISKE. P.c.RECEIVEDJUt 21198,

RL....E _

ARTICLE I

INTERPRETIVE PROVISIONS

Definitions of tenas and other interpretive provisions setforth in Article I of the Declaration of Covenants and Restrictionsfor Cameron Knoll (the -Declaration-l are equally appliCable tothese Bylaws and are by this reference incorporated herein.

ARTICLE II

MEETINGS OF THE OWNERS

Section 2.1. Annual Meet1n9s. Tbe first annual meeting ofthe A.sociation shall b8 held, not later than the tirst. anniver­sary of the incorporation. of the Association, at such time andplace .. may be fixed by III resolution of the SOard of Directors.Sub.equent annual meetings of the ~8oc1.t1on shall be beldduring the .econd month preceding the beginning Of each fiscalyear at 8uch time and place 8. may be fixed from time to t:i.me byreSOlutions of the Board of Directors.

Section 2.2. ~eCia1. Meetin2s. Special lllIIetings of theAssociation shall hila if sought (i) by reeolution of the

lf60ard of Directors, (11) by request of the President of theA880ciation, (iii) by petition(B) Signed by person- who own fee8imple e.tates, or intere.ts therein, in at least one-fourth (¥4)of the Lots, or (iv) while the Declarant i. an owner, by requestof the Declarant, trOVided, that such ~solution, requeSt orpetition(sl'must () specIfy the place at which the .ating is tobe held, (11) either specify II time at whicb the lllIIeting is to behll1d which will permit the secretary to COlaply with section 2.3hereof, Or else specifY that. ttle sec~t.ary shall designat.e thetime of the meeting, (iii) specify the purpose(sl for which themeeting is to be held, and (tvl be delivered to the Secretary.No business other than that stated in such resolution, request orpetition shall be transacted at. such special .eUng.

Sectien 2.3. Notice of Association Meetings. (a) Writtennotice stating the place, day and hOur of each annual .etingand, in case of a special .eting, the purpose(SI for which themeeting is called, shall be given to each owner not less thanfifte.n (15) nor mare than fifty (SO) days before the date ofthe ..eting, either personally or by mail, by the secretary oran Assistant. Secretary to each owner entitled to vat.e at suchmeeting. If mailed, such notice shall be d.emed to be giwn whendeposited in the united St3te. mail addressed to the owner at hisaddress as it appears on the records of the heoaiatien, withpostage thereon prepaid. .

(b) Notwit.hstanding the provisions of sUb.ection (a),notice of a meet.ing to act on an amendment. t:o 'the Articles ofIncorporation, or on a plan of merqer or consolidation shall begiven in the manner prOVided above not le•• than twent.y-five (25)nor IlIOre than fifty (SO) days before the date of the meeting.AnY such notice shall be accompanied by a copy of the proposedamendment or .plan of merger or consolidation.

Section 2.4. Waiver of Not.ice of Meet.ings. la) Whenever anynot.ice is required to be g1ven of any meetIng of the AssoCiation,a waiver t.hereof in writing signed by a persOn entitled to suchnotice, whet.her before or aft.er the tlme st.at.ed therein, shall beequivalent to t.he: giving of such nodce to that person.

(b) A person who at.tends a meedng shall be conclusivelYpresumed to have had t.imely and proper notice at the meet.ing orto have duly waived not.ic~ thereof, unless he at.t.ends for theexpress purpose of object.ing to the transaction of any businesson t.he grounds that t.he meeting was not lawfully called orConvened.

Sect.ion 2.5. Act.ion by OWners Wit.hout. Meeting. Any actionrequired Or permit.ted to be taken at. & meet.ing of the Associationmay be taken without. a meet.ing if a consent in writ.ing, settingforth t.he action ao taken, is signed by all of the Ownersent.itled to vote with respec~ to the subject. mat.t.er thereof.Such consent shall have the same force and effect a8 a unanimousVot.e of the ~ners. . I q '.L._____ u~,~ .

Section 2.6. /Ouoru~ A quorum sball be deemed to be present.throughout. any meetIng of the Associat.ion if persons ent.itled toCast. more than one-fifth (1/5) of the vot.es of each class of mem­bership are present, in person or by proxy, at. the beginning ofsuch meet.ing. If a quorum is present., the affirmat.ive vote ofthe majorit.y of the vot.es represent.ed at the meet.ing and ent.it.ledto vot.e On the SUbject matt.er shall be the act: of the Associat.ionunless t.he vote of • great.er number is required by law or by theArt.icles of Incorporation, and except that. in elect.ions of Direc­tors those receiving t.he great..s~ number of vot.es ahall be deemedelect.ed, even though not receiving a majorit.y.

Section 2.7. Absence of Ouorum. In the absence of a quorumat. any meeting of the Association. the Owners present in perSonor by proxy and entitled to vote thereat, Or, if no Owners

-ent.it.led to vot.e are present. in person or by proxy, any Officerauthorized to pre. ide at or act. aa Secret.ary of such meet.ing, mayadjourn the meet.ing from t.im. to t.ime, for periodS not exceedingt.went.y (2D) days at. anyone t.ime, ant.il a quorum shall be present..No not.ice of t.he t.ime and place of t.he adjourned meet.ing need begiven other than by announcement. thereof at. the t.ime at adjourn­ment.. At. any such adjourned meet.ing at. which • quo~m ispresent, any business may be t.ransact.ed which might. have beentransact.ed at. t.he meet.ing aa originally called if a quorum hadbeen present..

Section 2.8. Vot.es. (a) Each Owner shall have one (1) vot.ein t.he Msocadon lor each [Dt. owned by him, except that. theDeclarant. (so long as t.here are two (2) classes of members asprovided in Section 2 of Ar~icle IV of the Art.icles of IncOrpora­t.ion) shall have three (3) vot.es in the Association for aach Lotowned by it. Should the Association be an Owner, however, t.haAssociat.ion shall not cast. a vot.e with respect to any Lot. it owns.

(b) Since an owner may be more than One perSOn, if onlyone of such persons is present. at. a meet.ing of the Associat.ion,t.hat. person shall be ent.itled to cast. t.he owner's votes •. If moret.han one of such persons i_ present., the vot.e(s) appertaining tot.hat. OWner shall be caSt. only in accordance with their unanimousagreement., and such agreement shall be conclusively presumed ifany One of them purport.s t.o cast. the vat.a(s) appert.aining to that.Owner without. prot.ese being made fort.hwit.h by, any at the ot.hersto t.he person presidinq over the meet.ing.

(c) Since a ·person- need not. be a nat.ural person, anyoffiCer Or director of an entit.y which, alOne or t.oget.her wit.hothers, const.itutes an OWner may, on behalf of that entity,a~tend meet.in9s of the Associat.ion and participat.e in the vot.in9.

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ld) '1'he vo~e(s) a'PPerUinlnq to an Owner may be cas~pursusn~ to a wri~~en proxy or proxies duly execu~ed by or onbehalf of the Owner, or in cases Where the Owner 18 more than oneperson, by or on behalf of all such persons. Any such proxyshall be flled wl~h the secre~ary. No proxy shall be valld aftereleven mon~hs from l~s da~e unless o~herwlse provlded ln theproxy, bu~ every proxy shall au~oma~lcally cease and ~ermlna~e

upon ~he conveyance by ~he Owner of hls Lo~ •

•(e) No~wlthBtand1nq any~h1nq 1:0 the conuary ln thlssec~lon, lf the riqht of an Owner to vo~e 18 suspended pur8uan~

~o Ar~lcle VI hereof, ~he vote apper~ainlnq to tha~ OWner's Lotsshall not be cast or coun~ed for any purpose.

Sectlon 2.9. Manner of Vo~lng. Vb~lnq by OWners shall be byvolce vo~e unless any Owner presen~ a~ the meetlnq, ln person orby prozy, demands a vote by wrltten ballo~8 lndlCUlnq the nameof ~he Owner vo~lnq, the number of vo~ea apper~alnlnq to hlm, and~he name of the proxy of such bal1o~ if cast by a proxy. At eachelectlon fOr Dlrec~ors, every Owner en~ltled to vo~e at suchelectlon ahall have the r1qh~ ~o CUl1lula~e hls vo~es~. lh person orby prozy, by qlvlnq one candlda~e aamany vo~es aa the number ofDlrec~ors to be elected at the time multiplied by the number ofhls votes shall produce, or by dls~rlbu~lnq such vo~es on thesame prlnclple amonq any number of such candldates. The vo~inq

for Dlrectors may be by secret ballot. _,Sectlon 2.10. Order of Buslness. A~ each ..e~lnq of the Asso­

clatlon, the Presiden~, or In hIs absence a Vlce Prealden~, shallac~ aa chalr.man of the mee~lnq. The Secretary, or in hls absencesuch person as may be appolnted by the chalrman, shall ac~ asSecre~ary of the mee~lnq. So far as ls consls~en~ wl~h the pur­pose. of the mee~lnq, ~he order of busines. shall be •• followS I

_. ( 1)( 2)

( 3)

( 4)

(5 )( 6)

(7)

(B)(9)

(10)

Call to order.Presentatlon of proofs of due call1nq ofthe meetinq.Roll call and presenutlon and eQJlllnadonof proxles. .Readlng of mlnu~a8 of prevlous meetlnq ormaatlnqs.R.por~s of offlcers and·comml~tee8.

The appolntmen~ of ln8pec~ors of vo~es, lfany votes are 1:0 be taken other than byvoice vo~a.

If the annual mee~lnq, ~he elec~ion ofDirec~ors•Unflnlshed business.Naw buslness.Adjournment.

ARTICLE: III

DIRECTORS AND OPFICERS

Sec~ion 3.1. Number and Selec~lon of Dlrectors. The busl­ness and affairs or the ASSOC1adon snaIl 6e manaqed by a. Boaraof Dlrec~ors. The Board shall consis~ of flve (5) Dlrec~orsselec~ed ln aCCOrdance wl~h Sectlon 2 of Article V of theAr~lcles of Incorporatlon. Tha Board shall be elec~ed a~ ~he

annual mee~lng and serve for a ~erm of ona year or un~il thelrreplacemen~ ls elec~ed.

Sec~ion 3.2. Vacancles in Board ot Dlrectors. !xcep~ asprovlded in Sectlon 3.3 hereOf and In sec~10n 4 of Ar~icle V of~h. Ar~lcles of Incorporation, any vacancy occurring 1n the Boardof Dlrec~ors by reason of dea~h, reslqna~lon, inCrease ln thenumber of Dlrec~ors or o~herwlse, may be fllled by the vo~e of amajorlty of the remalnlnq Direc~or(s) .v.n if ~he remaininqDlrector(sl comprlse less ~han a quorum of the Board.

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Section 3.3. Removal of Directors. At 4 meeting of theAssociation called expressly for that purpose, any Directorialather than Directors appointed by the Declarant may be removed,with or without cause, by a majority vote, and 4 successor shallthereupon be elected by such majority to fill the vacancy or ya­canciee thereby created. No Dinctor may be removed, hOwever, if4 sufficient number of votes an cast against his removal Which,if then cumulatively voted at an election of all Directors, wouldbe sufficient to elect hi~.

Section 3.4. Resignation of Director or Officers. AnyDirector or Officer may res~gn at any time bY giving writtennotice to the Board of Directon or to the President or thesecretary. UnleS8 otherwise specified in such written notice,such resignation shall take effect upon ~ceipt thereof. and theacceptance of such resignation sball not be necessary to make iteffective. Except for Directors appointed by the Declarant andOfficers appointed or elected by SUch Directors, if any Directoror Officer was an OWner at the time he became sucb a Director orOfficer, he shall be deemed to have resigned at such time as heceases to be an OWner. . .

Section 3.5. Meetings of Directors. The first meeting ofeach newly-elected Board af DIrectors sball be held tmmediatelyafter the annual meeting of the ~sociation, and no notice ofsuch meeting shall be necessary to the newly-elected Directors inorder leqally to constitute the m.etinq; provided a quorum shallbe present, or the newly-elected Board may convene at such timeand place a. shall be fixed by the consent in writing of all theDirectors. Thereafter, the Board of Directors shall ..et monthlywithout notice at such interval8, time. and place. as may befixed from time to time by resolution. of 'the Board. Specialmeeting. of the Board shall be held when called by the Presidentor by a majority of the Directors with at lea.t three (3) days'notice to the remainder of the Board, or not lei. than twenty­four (24) hours after notice haa been received by the remainder

_~f the Board, whichever period is sbarter. However, notice of aspecial meeting may be waived by any Director in writing or byattending the meeting, unle•• he attends for the express purposeof objecting to the trans.ction of any bus inees on the 9roundsthat the meetin9 was not lawfully called'or convened.

Section 3.6. Quorum of Directors. A majority of the Boardof Directors constitute a quorum for the transaction of business.The act of the majority of the Director. present at a meetin'! ••which a quorum is Present sball be the act of the Board of D rec­tors.

Section 3.7. Actions of the Board Not Requiring Ap~rov81.Subject to any limitatIons cre.tid bY taw, the DeclaratlOn, theArticles of Incorporation, or Section 3.8 hereof, the Board ofDirectors shall have power, by and pursuant to its resolutionsand without the approval of any OWners or Mortga9.e!l, tol

(1) exerci!le all ri9bts, powers and authority con­ferred on the Association or on the Board by Section 13.1-204.1of the Code of Virginia or other law, by the Declaration, by theArticles of Incorporation, or by otber previsions of theseBylaws,

(2) do or cau.e to be done all acts and thingswhich the Association may do, and

(3) employ and dismiss managing agents, indepen­dent contractors, employees and such other persons as the Boardmay determine, and to fix their respective duties and rates ofcompensation.

(4 )ernlnq the usa and

adopt and 4IIlend Rules and Regulations l}Ov­enjoyment ot the Property,

section 3.8. Actions of the Board Requlrlryq Approval. (a)If (and only it) approved In each case bY a maJority of the yotescast at an annual or special meetlnq of the Association at whicha quorum 1s present, the Board of Directors shall have power, byOr pursuant to its resolutions, tOI

•(1) borrOW money on behalf of the Association,

(2) cause liens to be placed on property· of theAssociation other than the Common Area to seCure the payment ofdebts of the Association,

(3) qrant easements to pUblic utility companiesover and throug'h the Property or any portionCs) thereofr

(4' levy a special assessment which would causethe total of such assessments levied in that tiscal year toexceed one hundred dollars ($100.00) in the case of ,any OWner.

(b. If (and only if) approved in each case a8 specifiedin subsection (a) above and by the holder(s) of the indebtednesssecured by at least two-thirds (2/3) of the Mortqaqes on theLots, the Board of Directors shall have·.'power, by or pursuant toits resolutions, teu .

(1)fifteen (15'. overfiscal year,

increase annual assessments by mare thanthe total of all assessments for the precedinq

maintain fir. and extended coveraq. insurance onof the Association on a current replacement costnot les8 than one hundred percent (~OO,) of the

(2) dedicate, convey, or otherwise transfer theCommon Area or any portiones) thereof or estate Or interesttherein except as contemplated by subsection (a)(4) bereof, and

.- (3) use hazard insurance ~ceeds for losses toany. property owned by the Association for other than the repair,~eplacement or reconstruction of such property.

section 3.9. Duties of the Board. It·shall be the duty ofthe Board of Directors, on behalf of the Association, to,

(1) csuse to be kept a complete record of the pro­ceedinq8 and resolutions of the Board and to present a statementthereof to the members at the annual llIlIetinq of the umbers Orat any special meetinq when such statement is reque.ted by one­fourth (1/4) of the Class A members who are entitled to vote,

(2) prepare the bUdqet of the Association for theforthcominq fiscal year for pre.entation at tbe annual meetinq ofthe Association and provide notice of such assessment to eachOwner prior to the annual m.etinq at which it is to be pre.ented.

(3) levy and cause to be collected asseuments aqainstthe Lots in accordance with Article VII'of the Declaration,

(4) caUS8 the books and records required to be keptby the ~reasur.r to be audited whenever a resolution of the Asso­ciation shall so direct'

IS)insurable propertybaai. in an amountinsurable value'

(6) maintain public liability insurance on the CommonArea, 'nahMs!'1i pd. in such amounts a8 the Board may from timeto time deter.mine by resolution,

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( 7) caUse all officers 01:' employe.s havinq fiscalresponsibilities to be bonded, .. the Board Illlly deem appropriau~

( 8) cause the common area to be maintained, and

(91 cause the e:r:terior of the improvements on theLots and the Lots to be maintained pursuant to Section 1 ofArticle V of the Declaration•

•Section 3.10. APEointment and Term of Officers. The officersof the Association shill 2.nclu.de a. President, VJ.ca President andsecretary, who shall be tlllImbera of the Board of Directors, a Trea­surer, the members of any camm1tte•• appointed by the Board, andsuch other officers havinq such t1t1•• and duties as the Board mayfrom time to tim. determine by n.olution. All officers shall beappointed by the Board to aerve at the pl...ure of the Board. Theoffices of President, Vice pre.ident and Secretary sball be heldby different persons, but the s.cretary or any other parsons maybold any nUmber of other office••

Section 3.11. Residency of Officers. No office~ of the Asso­ciation need be a resJ.aen~ of Ebe Property, but if any officer issuch a resident at the time of his appointment to office, he shallbe deeud to bave resiqned that office at such time as he ceasesto be such a resident.

Section 3.12. Committ.... '1'be Board of Directors may createand abolisb from time to tJ.me such CDIlllDitt.es (inclUding, withOutlimitation, the Architectural COntrol committe. contemplated bySection 1 of Article V of the DIIclaration I a. the Board may deemappropriate to aid in the administration Of the affairs of the AssO­ciation. SUch collUlli ttee. sh&11 bave the powers and dUties fixed byresolution of the Board of Directors from time to time. The Boardof Directors shall appoint the cbaiman of each committee, and mayeither appoint the other members th.reof or leave .ucb appointmentto the committe. chairman. '1'b. cba1man and other members of any~ittee are Officers within the maaninq of th••e Bylaw••

Section 3.13. DUties of Officers.

(al President. It aba11 be the duty of the president topreside at th. meetJ.nqs of the bllOciation and the Board of DireC­tors, aee to the e:r:ecution of the n.olutions of the Associationand the Board and to report to each on any failure of any of itsr.solutions to be .:r:ecuted, and to appoint a Secretary pro tem atany meeting at whicb the Secretary u absent, and, .ubject "EO""resolu.tions of the Board of Directors, to manaqe and control theaffairs of the Association as ita cbief ezecutive officer. Inthis capacity he shall. siqn all. 1••••• , IDOrtqaqes, deeds and,.other written instruments and ah&11 ca-eign all checks andpromis.ory note••

(blpre.idene toevent of hi.

Vice President. It sball be the duty of the Vice.c~ 2.n £h. place and st.ad of the president in theab.ence o~ faUure or inability to act.

(c) secretary. It sball be the duty of the Secretary torecord the votes, kiep the m1nut•• and record the reeolut1.ons atall .etinq. of the Association and of the Board of Directors,k.eep the corporate seal of the blociation and aff1:r: the same onall papers requirinq such seal, to give all notices required bythese Bylaws to be qiven to owners and Directors, to give to eachOwner notice of each asse.sment aqa1nst his Lat(.) a. soon aspracticable after the a•••• sm.nt U: lUde, to qive notic~ and acopy Of the Rules and _qulationa and any amendment thereofto .ach OWner a. soon a. practicabl. after the adoption thereof,to make it possible for any owner to inspect and copy, at reason­able tilnes and by appointment, the ncords of the Association

(othar than records 1n the custody at the Treasurer) and ot theBoard, to 9iv8 notice to .ach Owner of any dedicadon, ccnveyanesand transfer by the Association of any property or af any ea••mentor other eatate Or interest therein, and to give on behalf of theBoard of Directors or any Architectural Control Committee thenotice contemplated by Section 1 of Article V of the Declaration,

(d) Treasurer. It shall be the duty of the Treasurer toreceive and d8POS~t In appropriate insured accounts with financialinstitutions all income of the AsSOCiation, to disburse the fundsof the AIIsociation only in aCCOrdance with resolutions of the Boardof Directors, to 81qft checks and promissory notes of the Associa­tion, to keep orderly books showinq the income and expenditures ofthe Association and to make it possible tor any OWner Co inspectand copy the same at reasonable times and by appointment, and toprepare and deliver to the President Or Vice President the cer­tificate required by Section 8 of Article VII of the Declaration.

(e' All officers. It shall be the duty of each Officer(inclUding the foreqolng officers), to pertorm such dU~ies as arenormally associated with his office in parliamentary organiza­tions, ezcept to the extent (if any) incondstent wIth theseBylaws and the odler Associat.ion DoCWllents, .nd ncb Officershall perform such other duties a8 'are assigned to his office bylaw or resolution of the Association or of the Board of Directors.

Section 3,14. Committees. 'l'he Boa~ of Directors may createand abolish from time to tim_ such committeae ae the Board ruydaem appropriate to aid in the adminhtrat.ion of the affairs ofthe Asaociation, Such committees shall have the powers andduties fixed by resolution. of the Board freta tim_ to time, 'l'heBoard ehall appoint the chairman of each committee, and mayeither appoint the other members dlerltOf or lea.e such appoint­ment. to the chairman thereof.

Section 3,15, Actions by Directors or Committee Without_oMeeting. Any action required or permitted to be taken at a

meetlnq of the Directors or of a committee may be taken without a~.etinq if a consent in writing, setting torth the action taken,ehall be aiqned either before or after such action by all of theDirectora, or all of the members of the ~ittee, •• the casemay be, Such consent shall have the same forea and effect as aunan Unou II vo te •

Sect.ion 3.16. Conflicts of Interest. (a. No contract orother tranaaction between the Assoclatlon and one or more of itsDirectora Or Officers, or in Which one or IllOre of its Directorsor Officers are interested, and no contract or other transactlonbetween the Association and any other corporation, partnershiP,joint ventura, trust or other entity in which one or more of itsDirectors Or Officars are directors Or officers or are interested,shall be either void or voidable because of euch relationship orintereat or because such Directors(s) are prelent at the Illeetinqof the Board of Directors which authorizes, .pproves Or ratifieseuch contract or transaction or because his or their votes arecounted fOr such purpose, prOVided that the material facts .a tohis or their relationship or interest are disclosed or knowns(i) to the Board of DirectOrS which authorizes, approves 4r rati­fies the contract. or transaction by a vote sufficient tor thepurpose without counting the votes of such interested Director(s),or (ii) to the Owners entitled to vote and they authorize, approveor ratifY such contract or transaction by vote or written consent.

(b) No contract Or other transaction deSCribed in sub­section (a. of this section shall be void or voidable despitefailure to comply with parts (i) or (ii) of subsection (a), pro­vided that such contract or transaction was fair and reasonableto the Association in view of all the facts known to any Directoror Officer at the time such contract or traneaction was enteredinto on behalf of the Association.

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Section 3.17. Indemnification of Direetors, Officers,EmDloyees and Agents! InsuranCe. (ai Tbe Association shallrnaemnlfy any person who wa. Or 18 a party or is threatened to bemade a party to any threatened, pending or completed action, suitOr proceeding, whether civil, criminal, administrative, arbitra­tive or investigative (other than an action by or in the right ofthe Association) by reason of the fact that he is or waa aDirector, Officer, employee or agent of the Association, or is orwas serving at the request" of the Association a. a director,officer, employee Or agent of another corporation, partnership,joint venture, trust or other entity, against eXpenses (includingattorneys' f.ea), judgments, flnes and amounts paid in settlementactually and reasonably incurred by him in connection with suchaction, aui t or proceed lng if be acted in good fal th and in themanner he reasonably bel1eved to be in or not opposed to the bestinterests of the Association, and, with respect to any criminalaction or proceeding, had no reasonable caus. to believe bis con­duct was unlawful.

Cb) The Association sball indemnify anyperspn whowas or is a party or is thrllatened to be Ill8de a pat1:y to anythreatened, pending or completecl action Or suit by or in theright of the AssociaUon to praaure a judqfllent in its favor byreuon of the fact that he ia en:' ".. a Director, Officer,employee or agent of the As.ociation, or i. or was .erving atthe requ.e~ of the Associatlon .. a director, officer, employeeor agent of another corporation, partnership, joint venture,trust or o~er entity against espens•• Cincluding attol:neys I

fees) actually and reasonably incurred by him in connection withdefen.e or .ettlement of such aation or suit (if he acted in goodfaith and in a manner he eeallOnably believed to b. in or notopposed to the b.st interests of the AlllIOciation) and except thatno indemnificatlon shsll be made in ~.pect of any claim, issueor matter aa to which such penon sball have be.n adjudged to be

, liable for nll911gence or misconduct in the performance of hisduty to the Association unle•• and only to the extent that the

_.court in which sucb actlon 01:" suit was brought shall determineupon application that, despite the adjudication of liability but~n view of all circumstances of the ca.e, .ucb person is fairlyand reasonably entitled to indemnity for such expense which suchcourt shall dee. proper. . , .

(c) To the extent that a Director, Officer, employee oragent of the Association has been successful on the merits orotherwise in defen.e of any action, suit or proceedLng referredto in subsection (a) or (b), or in defen.e of any claim, issueor matter therein, he shall be indemnified by the A8sociationagainst expense•. Clncluding at~rneya' fees) actually and reason­ably incurred by him in connection therewitb.

(d) Any Lndemnitlcatlon under subaections Ca) and (bl(unleu ordered by a court) shall be made by the Auociation onlyas authorized in the specific ca.e upon a determination thatindemnification of the Cirectar, Officer, employee or agent isproper in the circumstances because he hae met the applicablestandard of conduct set forth Ln subsections Ca) and (bl. Suchdetermination shall be mad.' (1) by the Board of Directors by amajority vote of a quorum consisting of Cirectora who wer.e notpartie. to such action, suit or proceeding, or (2) if such aquorum 1s not obtainable, or, even if obtainable a quorum ofdisinterested Directors so directs, by independent legal eounselin a written opinion, or (3) by the ovaera.

(e) Expenses (Lncludlng attorneys I fees) incurred indefending an action, suit or proCeeding, whether civil; criminal,administrative, arbitrative or investigative, may be paid by theASSOciation in advance of the final dlsposition of such action,suit or proceeding 8S authorized in the manner provided in

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subsecdon (d) upon receipt of an undertaking by or on behalf' ojthe Director, Officer, employee or agent to repay such amountunless it shall ultimately be determined that he ia entitled tobe indemnified by the Association as authorized in this section.

(f) The Association shall have power to make any othetor further indemnity, including criminal proceedings, to any petson referred to in this section that may be authorized by IInyBylaw made by the ownen qr any resolution adopted, before orafter the event, by the owners, except an indemnity against hisgros. negligence Ot villful misconduct. lech such indemnity maycontinue e. to a person who haa cessed to have the capacity

. referred to above and My inure to the benefit of the heirs,executors and administrators of such a person.

(g) The Association shall have power to purchese andmaintain insurance on behalf of any person who is or vas aDirector, Officer, employ.e or agent of the Association, or is 0'va. serving at the reque.t of the AII.ociation as a director,officer, employee or agent of another corporation, partnership,joint venture, company, trust or other entity agaibst any liabi­lity ....erted against him and incurred by bim in any such capa­city or arising out of hi. statu... such, whether or not theAssociation would have the power to indemnify him against .uchliability under the provision. of this ~ection.

(h) Porthe purpose. of this 'ection, references to th'-As.ociation- include all conetituent corporatione ab.orbed in aconeolidation or IllarrJer aa .".11 a. the neulting or survivingcorporation, ao that any peraon who is or vae • director, officII!employee or agent of such a constituent corporation or is or va.serving at the requeet of SUCh con.tituent corporation .. a diractor, officer, employe. or agent of another corporation, partner­ship, joint venture, canpany, trust or other entity shall standin the same poeition under the provision. of this section vithre.pect to the resulting or surviving corporation a. he would if

_.be had served the resulting or .urviving corporation in the samecapacity. .

Section J.18. Compensation of Directors and Officers. Nosalary or other compensation shall 6e paId to any Director orOfficer of the Association for serving or acting a. such, butthis shall not preclude the payment of .alary or other compen­sation for the performance by such Director or Ollicer of other.ervices to the Aesociation.

ARTICLE IV

MISCELLANEoUS

Section 4.1. Piscal Year. The first fi.cal year of theAssociation shell beg~n on the date of its incorporation and endon the la.t day of January. Bach sub.equent fiscal year shallcommence on January 1 and end on December Jl.

Section 4.2. Books and ReCOrds. The Association shall keepcorrect and completilDOOks and records of account and shall keepminutes of the proceedinge of the .etinge of the Association,the Board of Directors, and committe.s having any of the authorit1of the Board of Directors, lind .hall keep at its reqisteredoffice or principal office in this State .·record of the namesand addresses of its members entitled to vote. All books andrecords ot' an As.ociation may be inspected by any Owner, or hisagent or attorney, for any proper purpose at any reasonable time.The record of the names of person. entitled to vote shall beprima facie evidence of the right to vote. Whenever any Owner

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canveyB a Lo~ to a new OWner, i~ 111 the rllIJpon.ibiUty of the newOWner to no~1fy the secretary at: the ABaaciaUon at: the convey­ance. Any baok., records and minu~e. _y be in writ~en form orin Ally other farm capable at: being converted into wri~ten fomwithin a reasonable ~1me.

Section 4.3. Pines and Sua neion at: Hi hts. The Board at:Directors, or a COJlllU. tee creaCe e ar of Directors forthis purpOse, shall conatiute a b: unal baving the power toimpose Unea and suspend the rights to vou in the As80ciationand to ua8 and enjoy the Co1ImlDn Araa in the cas. at: OWners foundby the tribunal to bit responsible (personally Dt' undllt' the provi­sion. at: S8c~ion 1 at: Article IX at: the DeclaraUon) for anyviolatien at: any provision of the DeCllaraticn ar an AssociatianDoCWllen~. No .uch penal~y Shall be iJDpo8ed un~U and unless eachat: the persana con.U~uting the OWner cbarged with such" viola­Uan haa been given (1) natic. of the naun of the allegedVial.~ian and the provisian allegedly vialated, and (~) an oppor­~unity to appear bet:are the tribunal t:ar the purpose of speakingand asking and &IIswering qu..tion. wlaUng to the cbarge. Anypusan appearing bet:are the tribunal ahall bave the dght to bitrepresented by counsel. ':be tribunal lII&y deliberat'-:,pr'ivauly,but shall iiither annaunce ita decisian in the presence af theaccu.ed ar give the accused na~ice thereof. A decisian Adverse~a tha accusad ahall require a twa-thirds (2/3) Illlljarity vct:e afthe whale MmtlerBhip af the tribunal. rine. may na~ exceed PiftyDollars ($50.00) t:at' .ach vialation, Dt' Fifty DoUars ($50.00)~ diem t:ar each vialatian of • can~inulnq natura. NO t:ine may~iiiipased far .failure to pay an. ........nt. .

Sectian 4.4. M.~had at: Aeendment. 'lb••e Bylawa lII&y beall8nded a~ any .eeIng at the Au;aaadan by .. vote at: .. lIlll]orityaf a quorum af members pre.ent in penon en:' by pt'Oxy providedthat the praposed ...nd=en~ baa been ina.ned iil the nadce at:meeting excep~ tha~ the Federal Rouaing AdlliniauaUan or theVeteran. AdJDiniB~ratian shall bave the riCJh~ to veto amendmentwhUe there 111 a Claa8 B member._.

• • • •We, the ini~ial Direc~an at: the AallOciaUan, have adopted

~hese Bylaw. this 20th day at: Hay, 1982, as. "idanced by aursignatures ber8~a.

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