BYLAWS
CHRISTIANSTEAD / WEST BRANCH MAINTENANCE ASSOCIATION
TRADING AS THE HIDDEN VALLEY MAINTENANCE CORPORATION
 

ARTICLE ONE. OFFICES.

Section 1. Registered Office. The registered office shall be established and maintained at 702 First State Boulevard, Wilmington, in the County of New Castle in the State of Delaware.

 
Section 2. Other Offices. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, appoint.

 
ARTICLE TWO. MEMBERSHIP.

Section 1. Membership. The purchaser of any lot of land, by the acceptance of a deed to said land, obligates and binds himself, his heirs and assigns, to become a member of the aforesaid maintenance corporation, and to be bound by all of its rules and regulations, and be subject to all of the duties and obligations imposed by membership in said corporation, but no owner shall have more than one membership.

 
Section 2. Voting Rights. All the record owners of lots in Christianstead and West Branch Communities shall be entitled to one (1) vote for each lot in which they hold the interest of a record fee. The vote for such lot shall be exercised as they may among themselves determine, but in no event shall more than one (1) vote be cast with respect to any lot. Each member shall be entitled to one (1) vote for each lot to which it continues to hold title.

ARTICLE THREE. ANNUAL MEETINGS

 
Section 1. Annual Meetings. An annual meeting of the members shall be held at a place to be designated by the Board of Directors on the first Monday in the month of July, in each year, beginning with the year 1992 at 10 am. for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Delaware, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the days designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

 
Section 2. Special Meetings. Special meetings for the members may be called by the president. Board of Directors, or not less than 10 members having voting rights, at a place to be designated by the Board of Directors. If no designation is made, the place of a meeting shall be as determined by those authorized to call the meeting. If all of the members shall meet at any time and place, either within or without the State of Delaware, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

 
Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers, or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purposes or purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the record of the corporation, with postage thereon prepaid.

Section 4. Informal Actions by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting for the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.

Section 5. Quorum. Members holding 25% of the vote that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, the majority of the members present may adjourn the meeting, from time to time, without further notice.

Section 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after three months from the date of its execution, unless otherwise provided in the proxy.

 
Section 7. voting by Mail. Where directors or officers are to be elected by the members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE FOUR. BOARD OF DIRECTORS.

Section 1. General Powers. The affairs of the corporation shall be managed by a Board of Directors. Directors need not be residents of the State of Delaware and need not be members of the corporation.

Section 2. Number, Tenure, and Qualifications. The number of directors shall be three (3). Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of members and the election and qualification of this successor.

Section 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without any other notice than this Bylaw, immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and shall be held at such place as the directors may determine.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice is given be telegram, such notice shall be deemed to be delivered when the telegram is delivered to a telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in a notice of waiver of notice of such meeting, unless specifically required by a law or by these bylaws.

 
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business in any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting, from time to time, without further notice.

 
Section 7. Board Decisions. The act of the majority of directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

 
Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

 
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, it any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE FIVE. OFFICERS.

Section 1. Officers. The officers of the corporation shall be a president, one or more vice—presidents (the number thereof to be determined by the Board of Directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. In addition, the Board of Directors may elect a chairman and may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers shall have the authority to perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except by offices of president and treasurer.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election
shall be held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors shall hold office until his successor has been duly elected and qualifies.

 
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and Duties. The several officers shall have such powers and shall perform such duties as may, from time to time, be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporation having the same or similar general purposes and objectives as this corporation.

Section 6. Powers and Duties Generally. Except as specified by the Board of Directors, the powers of the various officers shall be as follows:

 
A. Chairman. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

B. President. The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the members if present thereat, and in the absence of nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary of the Treasurer or an Assistant Secretary or an Assistant Treasurer.

 
C. Vice President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

 
D. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

E. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors, or members, upon whose requisition the meeting is called as provided in these Bylaws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by this signature or by the signature of any assistant secretary.

F. Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE SIX. CONTRACTS, CHECKS, DEPOSITS, & GIFTS.

 
Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument to the name of any on behalf of the corporation, and such authority may be general or may be confined to specific instances.

 
Section 2. Checks, Drafts, or Orders. All checks, drafts, or 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 or agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors, in the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.

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

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.

ARTICLE SEVEN. BOOKS AND RECORDS.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the membership committee, and shall keep at the principal office a record, giving the names and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE EIGHT. FISCAL YEAR. The fiscal year of the corporation shall be the calendar year.

ARTICLE NINE. DUES AND ASSESSMENTS.

Section 1. Annual Assessment or Dues. Each owner of any lot, by acceptance of a deed therefore, is deemed to covenant and agree to pay to the maintenance corporation annual assessments or charges, and special assessments for capital improvements, if any, such assessment to be fixed, established and collected from time to time as hereinafter provided, that all assessments must be fixed at a uniform rate for all lots. Each such assessment, together with such interest, costs and reasonable attorneys fees shall be the personal obligation of the person who was the owner of the property at the time that the assessment fell due. The personal obligation shall not pass to his successors in title unless expressly assumed by them. The assessments levied by the’ association shall be used exclusively for the purpose of the improvement and maintenance of the trail system, the maintenance, of the paved or unpaved walkways in the public access easement, the maintenance of the storm water retention areas, the maintenance of a sinking fund for non-standard street lights and street signs in the said development, and for the maintenance and repair and payment of the electrical bills for lighting on the entrance islands, and to purchase insurance if the Board of Directors deem it appropriate. Said assessments shall be in sufficient amount to pay the cost required to further the purposes set forth herein, and to keep any improvements made in good order and repair, such as a reasonably prudent man would determine is reasonable, and to offset any uncollected prior assessments. Owners of lots in that portion of the subdivision in which non-standard street lights and street signs are erected may be subject to additional assessments for repairs and maintenance of the non—standard street lights and street signs, as the same may be erected, repaired or maintained, from time to time. The amount of such assessment shall be fixed annually by the Board of Directors, and such assessment shall be charged in equal proportion against each lot, regardless of size.

 
Section 2. Payment of Dues and/or Assessments. The amount of such assessment shall be fixed annually by the board of Directors, and such assessment shall be charged in equal proportion against each lot, regardless of size.
Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the association may bring an action at law against the property, and interest, costs, reasonable attorneys fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessment provided for herein by non-use of the areas referred to herein or abandonment of his lOt. It is expressly agreed that the assessments referred to above shall be a lien or encumbrance on the land in respect to which said assessment is made and it is expressly stated that the acceptance of title to any of the land included in said tract, the owner (not including mortgagee) from the time of acquiring title thereto shall be held to have covenanted and agreed to pay said assessments to the maintenance corporation.

 
Section 3. Default in Payment of Dues and Assessments. By the acceptance of title, each owner shall be held vest in the maintenance corporation the right and power in its own name, to take and prosecute all actions or suits, legal, equitable, or otherwise, which may be in the opinion of the maintenance corporation necessary or advisable for the collection of such assessments. Said assessments shall be subordinate in lien to the lien of any mortgage or mortgages on said property which is subject to such charge regardless of when said mortgage or mortgages were created or when such charges accrued, provided that such subordination shall apply only to charges that shall have become payable prior to the passing of title under foreclosure, of such mortgage or mortgages, and the transferee shall not be liable for payment of any assessment accruing prior to said foreclosure, but nothing herein shall be held to affect the right herein given to enforce the collection of such charges accruing after sale under foreclosure of such mortgage or mortgages; and provided, further, that such charges accruing after sale shall be subordinate in lien to the lien of any further mortgage or mortgages which are placed on property subject to such charges, with the intent that no such charges shall at any time be prior in lien to any mortgage or mortgages whatsoever on such property.

ARTICLE ELEVEN. WAIVER OF NOTICE.

Whenever any notice is required to be given under the provisions of the statutes under which this corporation is set up or under the provisions of the article of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE TWELVE. AMENDMENTS OF BYLAWS.

 
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting if at least ten (10) days written notice is given of intention to alter, amend, or to adopt new bylaws at such meeting of the members. In case of any conflict between the Articles of Incorporation and these Bylaws, the Bylaws shall control; and in case of any conflict between the Declaration and these Bylaws, the Bylaws shall control.

ARTICLE THIRTEEN. GENDER AND NUMBER.

Wherever the word he appears in these bylaws, it shall be construed to mean: he, she, they, or it as the case may be.

IN WITNESS WHEREOF, I, being the Incorporator of Hidden Valley Maintenance Corporation, have hereunto set my hand this 18 th day of January 1988.
Eugene M. Ju1iain