Association of Property Owners of The Hideout, Inc. Bylaws

Association of Property Owners of The Hideout, Inc.

Bylaws

Approved December 29, 1979 with revisions through April 2, 2024

ARTICLE1 NameandAddress

ARTICLEII............Definitions

ARTICLEIII Purposes

ARTICLEIV...........AssociationMembership

ARTICLEV............MembershipFees&Assessments

ARTICLEVI...........EvidenceofMembershipandTransfer

ARTICLEVII.........MeetingofMembers

ARTICLEVIII AssociationRecords,Inspection

ARTICLEIX...........FinancialManagement

ARTICLEX BoardofDirectors

ARTICLEXI...........TheOfficers

ARTICLEXII.........RulesandRegulations

ARTICLEXIII........SavingClause

ARTICLEXIV........Amendments

ARTICLEXV..........Amendment1-MembershipinCooperative

ARTICLEXVI........Indemnification

ARTICLEXVII Miscellaneous

ARTICLE 1 Name and Address

Section 1. Name

The name of the corporation is “Association of Property Owners of The Hideout, Inc., DBA (doing businessas)HIDEOUTPOAINC” ,aPennsylvanianot-for-profitcorporation.

Section 2. Location of Offices

ThelocationoftheregisteredofficeofthecorporationisasstatedintheArticlesofIncorporation.The principal place of business is located at 640 The Hideout, Lake Ariel, Wayne County, Pennsylvania, 18436.

ARTICLE II Definitions

ThefollowingtermsasusedintheseBylawsaredefinedasfollows:

a) “Amenity” means all Common Areas owned by the Association. “CommonAreas” defined in the DeclarationofProtectiveCovenants1.Definitions,E.means:

i. All streets, lakes, parks, recreational and community facilities and all other areas in the Development not subdivided into Lots, except the areas designed as Tracts 1, 4, 5, 8, 13,

ii. AllrealpropertywhichmaybedesignatedbyDeclarantasCommonAreasinanymapor instrument (including any instrument of conveyance from Declarant to the Association) hereafterrecorded;and

iii. All real property acquired by the Association, whether acquired from Declarant or otherwise.

(AmendedApril2,2024)

b) “Association” means Association of Property Owners of The Hideout, Inc., DBA (doing business as)HIDEOUTPOAINC” ,aPennsylvanianot-for-profitcorporation.

c) “Board of Directors” or “Board” is the group of persons vested with the management of the business and affairs of the Association as is more fully set forth in these Bylaws, as amended December29,1979.

d) “Bylaws” means the written code or codes of rules for the regulation or management of the business and affairs of the Association as adopted from time to time, as amended December 29, 1979.

e) “Common Areas” means all property included, from time to time, within the definition of “CommonAreas”setforthintheDeclaration. Seea)“Amenity”fordefinitionofCommonAreas.

f) “Declaration”meanstheDeclarationofProtectiveCovenantsoftheDeveloperdatedasofMay11, 1970,asthesamemaybesupplementedoramendedfromtimetotime.

g) “Developer”meansBoiseCascadeRecreationCommunitiesanditssuccessorsandassigns.

h) “Development”meansalloftherealpropertyknownasTheHideout,asubdivision,situatedinthe Townships of Lake and Salem, Wayne County, Pennsylvania, as the same is referred to in the Declaration of Protective Covenants, which is duly recorded in the Recorder of Deeds Office in andforWayneCounty,Pennsylvania.

i) “Elected Official” means an officer of a body elected by the Membership of the Association, includingbutnotlimitedtotheBoardofDirectorsandNominatingCommittee,inwhomisvested the authority by the Protective Covenants, Bylaws and/or other governing documents, or to whom the authority has been delegated, to appoint, or to recommend individuals for appointment,election,oradvancement.(AmendedApril1,2023)

j) “Guest” means all spouses, dependent children and legal dependents of Class B & C Associate Members; invitees of: (a) Members, (b) Class A Associate Members and (c)Tenants. The use of anyparticulargendershereinshallbedeemedtoincludeallgenders. (AmendedOctober6,1991)

k) “Lot” means any lot in the Development included from time to time within the definition of “ResidentialLot”setforthintheDeclaration.

l) “Member”meansthosepersonshavingmembershiprightsintheAssociationinaccordancewith theprovisionsoftheseBylaws.

m) "MemberinGoodStanding"meansaMemberwhohasnotdefaultedonanyfinancialobligations to the Association for all lots owned and has not breached any other obligations under the communitylegaldocuments.(AmendedMarch31,2004)

n) “Owner”means:

i. Anynaturalperson,firm,corporation,trustorotherentitywhoholdsfeetitletoalotoran undividedinterestinfeetitletoalot.

ii. Anypersonwhohascontractedtopurchasefeetitletoalotoranundividedinterestinfee titletoalotunderwrittenagreement,inwhichcasethesellerundersaidagreementshall ceasetobethe“Owner”whilesaidagreementisineffect;or

iii. Anylesseeofalotunderarecordedleasefromtheowneroffeetitletosaidlotforaterm ofnotlessthanfifty(50)years,inwhichcasethelessorundersaidleaseshallceasetobe the“Owner”whilesaidleaseisineffect.

o) “Policy”referstothewrittenregulationsorcourseofconductadoptedandfollowedbytheBoard ofDirectorsinthegoverningandoperationofTheHideout.

p) “Relative”means,withrespecttoanElectedOfficial,anindividualwhoisrelatedasfather,mother, son,daughter,brother,sister,uncle,aunt,firstcousin,nephew,niece,husband,wife,father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half-brother, and half-sister. (Amended April 1, 2023)

q) “SingleFamilyDwelling”meansaresidentialdwellingforoneormorepersonseachrelatedtothe other byblood, marriageor legal adoption, or a groupof not more thanthree (3)persons not so related, together with his or her domestic servants, maintaining a common household in such dwelling.

r) “Tenant”meansapersonorpersonsenteringintoaleaseofaSingleFamilyDwellingofamember. One couple and dependents, OR not more than three unrelated adults, are considered “Tenants” for Amenityusepurposes. Allothersareconsidered “guests of Tenants.” See q)fordefinitionof “SingleFamilyDwelling”. (AmendedApril2,2024)

ARTICLE III Purposes

Section 1

This Association shall have the purposes or powers as may be stated in its Articles of Incorporation, andsuchpowersasarenow,ormaybegrantedhereafterbytheNon-ProfitCorporationLawof1972 of the Commonwealth of Pennsylvania, or any successor legislation. The primary purposes of this Associationare:(AmendedApril2,2024)

a) Toassistintheestablishmentandpromotionofaplannedunitresidentialdevelopmentdesigned forhealthfulandharmoniousliving.

b) Topromote,assist,andencouragethecollectiveinterestofallMembersintheDevelopment.

c) To promote and assist in the establishment, care and maintenance of improvements to the common property and any facilities of any kind dedicated to the use and enjoyment of the Developmentwhichnowexistsorwhichmayhereafterbeinstalledorconstructed.

d) To regulate the use, maintenance, repair, restoration, replacement and modification of common propertyintheDevelopment.

e) Toassistandcooperatewiththemembersofalllots,improvedandunimproved,forthepurposeof promotingandmaintainingthenaturalbeautyofthephysicalenvironmentintheDevelopmentso that the value of property will not be impaired or adversely affected by nuisances or other propertyconditionsdetrimentaltothehealthandwelfareoftheMembers,andtotakesuchaction asmaybedesirableandnecessarytopreventorabatesuchconditionsasmaybeconsistentwith theBylaws,theDeclarationofProtectiveCovenants,andtheapplicablelaw.

f) ToaidandcooperatewithmembersoftheAssociationintheDevelopment,intheenforcementof such conditions, covenants, and restrictions on and appurtenant to their property as are now in

existence,aswellasanyotherconditions,andrestrictionsasshallhereaftermaybeapprovedand adopted.

g) To exercise any and all rights, privileges and authority that may be delegated to it from time to timebytheMembersoftheAssociation.

h) In general to do everything necessary and proper for the accomplishment of the purposes hereinabovesetforth.

ARTICLE IV

Association Membership

Section 1. Classes of Members

ThisAssociationwillhavetwoclassesofmembers,whicharedesignatedasfollows:

a) Members

b) AssociateMembers

Section 2. Members

a) ApersonshallbecomeaMemberwithsuchrightsandprivilegesasaresetforthorreferredtoin theCharter,BylawsandDeclarationofProtectiveCovenantif:

i. He/sheholdstitleinfeetoalotinhis/herownname;OR

ii. In the case of multiple Owners of a lot, he/she is designated in writing to be the voting Memberbytheotherco-Owner(s).

b) ThereshallbeonevotingMemberforeachlotregardlessofthenumberofpersonswhomayhave anownershipinterestinsuchLot.Ifmorethanonepersonshallhaveanownershipinterestinany Lot, then all such co-Owners must designate in writing to the Association the Member who is authorized on their behalf to cast the vote for that lot for all co-Owners, and receive official publications and notices including all assessments and charges. In the event that all of the coOwnersfailtodesignateinwritingtheMemberwhoisauthorizedontheirbehalftocastthevote for all co-Owners thenand insuch aneventthe Associationshall be free to recognize the person whose name appears on the Association’s membership list as the person authorized to cast the voteforallco-Owners.

Section 3. Associate Members

Thefollowingshallbeentitledto“AssociateMembership”intheAssociation,byclasses:

ClassA.Thespouse,dependentchildrenandlegaldependentsofa Memberwhoarepartofthesame householdasthevotingmember;OR

ClassB.Allnon-votingco-OwnersofLots;OR

Class C. Persons who by virtue of contractual agreements with the Developer are entitled to membershipintheAssociation;OR

Class D. Social Member. Non-dependent children and Guests of Members shall be considered Associate Members of the Association for the sole purpose of using and enjoying our licensed premises (AmendedApril1,2023)(AmendedJune1,2003)

AssociateMembersshallhavenovoteorrighttonoticeofanyregularorspecialmeetingofMembers.

The privileges anddutiesof Class A, Class BandClass C Associate Membershall be established from timetotimebytheBoardbyresolution. TheprivilegesanddutiesofAssociateMembersneednotbe thesameofthoseofMembers.

Section 4. Privileges of Membership

Theprivilegesofmembershipshallinclude:

a) TherightofaccesstotheLotorLotsownedbytherespectiveMemberoverandacrosstheroads ownedormaintainedbytheAssociation.

b) TheuseofsuchfacilitiesastheAssociationmayestablishforthehealthandsafetyofitsMembers.

c) TheuseofsuchfacilitiesastheAssociationmayestablishfortheconvenienceandrecreationofits Members.

d) Therighttopetitionandtovotewithrespecttoallmattersthatmaybereferredtothevoteofthe MembersbylaworbytheirBylaws.

e) TherighttoattendallopenBoardmeetings,hearingsandmeetingsofthemembership.

Section 5. Associate Member Privileges

AnAssociateMemberwhocomplieswiththeseBylawsacquiresthemembershipprivilegesreferredto in Section 4 (a), (b) & (c) of this Article Associate Members shall not be entitled to notice of membership meetings, although they may attend such meetings. The rules and regulations of the AssociationshallspecifyfromtimetotimetheprivilegesofAssociateMembers.

Section 6. Obligations of all Classes of Membership

Theobligationofmembershipshallbe:

a) TocomplyatalltimeswiththeRulesandRegulations,policies,andBylawsoftheAssociationand toberesponsibleforlikecompliancebyfamilymembers,Guests,Tenantsandinvitees.

b) Topayallassessments,finesandotherchargesleviedpursuanttotheauthoritygrantedinthese Bylawsincludinginterest.

c) ToberesponsibleforalldamagesattributabletotheMember,theirfamily,theirGuests,Tenants andinvitees.

d) Associate Member obligations include all obligations of membership provided, however, that ClassAAssociateMemberswhoarenotco-Ownershavenoobligationtopaydues.

e) Permits No Permits shall be issued to any Member that has failed to fully pay all outstanding dues,specialassessmentsand/orfinesassessedagainstthembytheAssociationonanyproperty ownedbysuchMemberwithintheAssociation.Notwithstandingtheforegoing,Managementshall be authorized to issue permits in such instances where the failure to do so shall constitute an imminentdangertothemembershiportorepairdamagetothepropertyforwhichthepermitis beingsought. (AmendedApril1,2023)(AmendedMarch31,2004)

Section 7. Tenant Privileges

The Owner In Good Standing who leases his residential unit for occupancy shall be deemed to have assignedlimitedmembershipprivilegestotheTenant. AcopyoftheleaseorAssociationrentalform shall be filed with the Association. By the mere acceptance of the lease and act of occupancy, the TenantshallbedeemedboundandshallabidebyallGuest,rentalandotherrules,regulations,Bylaws andpoliciesoftheAssociationrelatinghereto.OncemembershiprightsareassignedbytheOwner,the Ownershallnothaveprivilegesofuseoftheamenitiesorfacilities.Theprivilegesarereinstatedupon expirationof the Lease. Neither the Lease nor theAssociationrental form shall relieveor release the Owner from theirobligations andresponsibilitiesincidentto theirmembership.If an Owner rents to another Member In Good Standing, then the Owner need not assign their membership rights and privileges.(AmendedApril1,2023)

a) A Tenant who complies with these Bylaws acquires the membership privileges referred to in Section4(a),(b)&(c)ofthisArticle

Section 8. Owner Rental Rights and Restrictions

1. BeginningJanuary1,2023,thefollowingguidelinesforrentalsshallbeimplementedandenforced:

a) “Short-Term Rental” shall be defined as any rental of a single-family dwelling for no more than28consecutiveovernights.

b) TherentalperiodshallfollowthecalendaryearofJanuary1throughDecember31.

c) Members desiring to rent their single-family dwelling on a short-term basis must enroll in the short-term rental program prior to any rental by submitting the necessary paperwork andtheenrollmentfeeestablishedbytheBoardofDirectors

d) Theinitialfeetoregisterforshort-termrentalswithTheHideoutshallbe$1,000.

e) Enrollment in the short-term rental program must be renewed by members each calendar yearpriortoanyrentalinthatyearbysubmittingtherenewalfeeestablishedbytheBoard ofDirectorsandconfirmingtheaccuracyoftheinformationonrecord.

f) Theannualfeetorenewshort-termrentalenrollmentwithTheHideoutshallbe$500.

g) Enrollment in The Hideout’s short-term rental program is not transferrable. If there is a changeinownershipofalot,anynewownerdesiringtorenttheirsingle-familydwellingon ashort-termbasismustbegintheregistrationprocessanewpriortorenting.

h) Members must register each and every renter and anyone accompanying a renter into The HideoutthroughsubmittalofthenecessarypaperworkandapplicablefeetoTheHideout.

i) Noshort-termrentalagreementsmaybeassigned,sublet,transferredorsharedbetween twoseparateentitiesorparties.

j) Anysingle-familydwellingregisteredforshort-termrentalthatreceivesthree(3)citations forviolatinganyHideoutgoverningdocumentwithinacalendaryearshallbedeniedthe abilitytorentthatpropertyforone(1)yearstartingfromthedatethethirdcitationwas issued.

k) Thefeescheduleforshort-termrentalsshallbedeterminedbythenumberofnightsaparty isoccupyingtherentalpropertyasfollows:

1-3overnight=$150

4-7overnight=$175

8-14overnight=$205

15-28overnight=$475

l) Membersmayrenttheirsingle-familydwellingonashort-termbasisnomorethanten(10) timespercalendaryear

m) The Board of Directors isempowered to onlyincrease the fees set forth hereinbymajority voteafterconsultationwiththeBudgetCommittee. (AmendedJuly30,2022)

Section 9. Disciplinary Procedures

These procedures are established to ensure that the Governing Documents (Protective Covenants, Bylaws, Rules and Regulations) of the Association are enforced for the safety of our Association Members,Guests,andTenants,toprotectMember’spropertyaswellasAssociationamenities,andfor the maintenance of an environment supporting healthy and harmonious living. The Governing

Documents are given to all Members when homes are purchased and are updated and readily availabletotheMembershipontheAssociationwebsite. (AmendedApril1,2023)

The Public Safety Department is the administrative and operational arm of the disciplinary process tasked with enforcement of Association rules (Environmental rules may also be enforced by the Environmental department), Each of these departments are tasked with the issuance of citations wheninfractionsoccur,unlessthedepartmentmanagerdeterminesthatcompliancewillbeachieved throughwarningoradmonition. (AmendedApril1,2023)(AmendedApril5,2022)

a) A citation may be issued due to a complaint against a party by another Member, third party or observation of an infraction by a Public Safety Officer/ECC Code Enforcer. A citation shall be issued for each violation and shall include the amount of the fine according to the current fine schedule. TheMembermustsignthecitationandreturnittothePOAofficealongwithpayment withinthirty(30)daysofthemailingofthecitation. (AmendedApril1,2023)(AmendedApril5, 2022)

i. Oncethefineispaid,nofurtheractionistakenunlessc)i,ii,andiiibelowapply. (Amended April1,2023)

ii. If the fine is not paid on-time within thirty (30) days, the fine is attached to the Member’s accountandtheyareflaggedasaMemberNotInGoodStandingandaccesstoallamenitiesis denied.(AmendedApril1,2023)

iii. Within thirty (30) days of the mailing of the citation, a Member may contest the citation. They must still sign the citation, pay the fine and request a hearing before the Disciplinary Committee.(AmendedApril1,2023)

b) A Disciplinary Committee made up of not more than nine (9) members along with one (1) nonvotingBoardMemberhasbeenestablishedbytheBoard toconducthearings (quarterlyoronan as-needed basis depending on case load) to review data/testimony presented. The Committee mayupholdthecitation/fine;upholdthecitationandrecommendincreasing/decreasingthefine; find in favor of the offender, and/or dismiss the citation and return the fine. (Amended April 1, 2023)

i. The committee may also be called upon by Management to advise on disciplinary matters and recommend appropriate sanctions or discipline. A majority of the committee members shallconstituteaquorum. (AmendedApril1,2023)

ii. The committee shall operate and act as provided hereunder only by a majority vote of the Memberspresentatanyhearingatwhichaquorumhasbeenestablished. (AmendedApril1,2023)

c) Ifthecomplaintinvolves:(AmendedApril1,2023)

i. Misconductof a nature thatrequires a hearing ofall involvedparties,or (Amended April 1, 2023)

ii. Such conduct which is contrary to the interest, health, safety, welfare or character of the Association,or(AmendedApril1,2023)

iii. Repeated violations or infractions of the Association’s Bylaws, Consolidated Rules and Regulations, or the Protective Covenants, then the committee shall set a date for a hearing withnoticeofsametotheaccused. Theaccusedshallhaveanopportunitytobeheard,the righttoberepresentedbycounselandtopresentevidenceon theirbehalf.(AmendedApril 1,2023)

d) The accused shall have the opportunity to attend the hearing and enter such defense as he may deem relevant. In the event the accused does not attend the hearing, the same shall proceed in theirabsenceunlesspreviouslyexcusedbythePublicSafetydepartmentinadvanceforaworthy cause shown. The Member may request two (2) continuances for scheduled hearings. The

DisciplinaryCommitteemaygrantanadditionalcontinuanceduetoextraordinarycircumstances. (AmendedApril1,2023)

e) Afterconsiderationofalltheevidencepresented,thecommitteeshallrenderitsjudgmentandmay imposeanyorallofthefollowingsanctionsasit,initssolediscretion,deemsjustandwarranted: (AmendedApril1,2023)

i. Theadmissionofguiltand/orreparation.(AmendedApril1,2023)

ii. Impositionofafineinanamounttobedetermineddependingontheseverityandgravityof thechargeand/orwhethertheaccusedhasbeeninvolvedinrepeatedviolations. (Amended April1,2023)(AmendedMarch31,2004)

iii. ArecommendationtotheBoardofDirectorsforsuspensionofprivilegesforaperiodoftime as the committee may deem just, but not to exceed twelve (12) months, where the misconduct is of a repeated nature and is such as to be considered disorderly, injurious or hostile and against the better interest or objectives of the Association and its Members. (AmendedApril1,2023)(AmendedMarch31,2004)

f) Management will notify the Member in writing within ten (10) days from the date of the committee’s decision, for the accused to pay any additional fines and/or fees or to make reparationsbeforesuchMembermaybedeclareda“MemberNotInGoodStanding”. (Amended April1,2023)

g) When“suspensionofprivileges”isrecommendedbythecommittee,theBoardofDirectorsshall first approve such a suspension before it becomes effective. The Board may approve or disapprovethesuspensionofprivilegesorimposeanalternativesanctionorremandthematter back to the committee with such directives as the Board may deem fit and proper. (Amended April1,2023)

h) Theaccusedshallhavetheright,withinthirty(30)daysofthecommittee’sdecision,toappealin writing to the Board of Directors for review of the matter on the following grounds only: (AmendedApril1,2023)

i. On the appeal, the Board shall limit its inquiry to a review of the regularity of the proceedings,whethertheproceedingswereconductedingoodfaith,andwhetherornotthe accusedwasaccordedafullandfairhearing.(AmendedApril1,2023)

ii. The Board will notentertainanyappealthat doesnot specificallycomplywithits appellate proceduresonformsprovidedforthispurpose,orthatinvolvesorseeksreconsiderationof thecharges,theevidenceorthecommittee’sdecisionoritsfindingsonthemerits.However, reconsideration may be allowed where the Board determines that new material evidence, whichappellantprovestotheBoard’ssolesatisfaction,wasnotpreviouslyavailableforthe hearingandhassincebeenmadeavailabletotheaccused.(AmendedApril1,2023)

iii. InitssoleandabsolutediscretiontheBoardmay,forgoodcauseshownfortheabove-stated reasons on such appeal, modify the judgment or sanctions previously rendered. (Amended April1,2023)

i) The taking or acceptance of an appeal shall not operate to stay or suspend the effect of any sanctionsorjudgmentimposed.(AmendedApril1,2023)

j) Unless the Association is otherwise notified, all charges or complaints shall be transmitted personally or by certified U.S. mail, return receipt. All other correspondence shall be sent by ordinaryU.S.mail.(AmendedApril1,2023)

k) If themail is returned unclaimed or with a notationbythe postal authorities that the addressee refusestoacceptthemail,then theissuingdepartmentshallsendnoticetothesameaddressby ordinarymail with the return address of the POAappearing thereon. Notice by ordinary mail is

thendeemedcompleteifthemailisnotreturnedtothePOAwithinfifteen(15)daysaftermailing. (AmendedApril1,2023)

l) InadditiontoandindependentoftheDisciplinaryCommitteeaction,theBoardmaysuspendthe voting privileges of any Member. The Board may also suspend any Member or Associate Member’suseoftheCommonAreasasfollows:(AmendedApril1,2023)

i. The rights conferred by Section 4 (b), (c), (d) and (e) of this Article may be suspended or revokedbytheBoardofDirectorsortheirdesignee,iftheMemberisindefaultofhisannual assessment, fines or charges, including interest, levied pursuant to the Governing Documents. (AmendedApril1,2023)

ii. ThevotingprivilegesandtheuseofCommonAreasbyMembersorAssociateMembersmay besuspendedbytheBoardforaperiodtobedeterminedbytheBoard,nottoexceedtwelve (12)months,forviolationsoftheGoverningDocuments. TherightsgrantedinSection4(a) ofthisArticleshallbeabsoluteandmaynotbewithdrawnbytheAssociation. (Amended April1,2023)(AmendedMarch31,2004)

ARTICLE V

Membership Fees & Assessments

Section 1. General Rule

TheAssociationthroughitsBoardofDirectorsashereaftersetforth,maylevyassessments,finesand otherchargesonmembers.

Section 2. Amount and Method of Collection

TheamountofthelevyandmethodofsameshallbefixedbytheBoardsubject,however,toandtaking intoconsiderationadoptionofthebudgetsashereinaftersetforth.Thereshallbesenttoeachmember attheaddresslastgivenbysuchmembertotheAssociation,noticeofanyassessmentwhichshallbe paid onor before the date fixed by resolutionof the Board. The Boardmay seta discountperiod for payment and an interest charge for late payment. The Board may proceed at law in the collection of anyassessments,finesorotherchargesthataredelinquentafterninety(90)daysfromtheirduedate.

Section 3. Enforcement of Payment

The Board may bring such actions as it shall determine appropriate at law or in equity necessary to enforcethecollectionofdelinquentassessments,fines,orotherchargesincluding,butnotlimitedto, provisionsforthesuspensionofmembershipandprivilegesandtheimpositionofalienorliensupon aMember’sproperty.Inallsuchcases,however,reasonablenoticeshallbegiventosuchMemberwith respect to any such non-payment and there shall be given to such Member an opportunity for reinstatement of membership privileges upon satisfactory proof that such delinquency has been corrected.

Section 4. Voluntary Conveyance

All voluntary transfer and conveyances of a property between parties shall be recorded with the Association and no transfers will be accepted unless all delinquent accounts, assessments and other charges are paid at or before the time of the transfer, subject to prior agreements by contract with others by the Association. The grantor and grantee of such property shall be jointly and severally liable for all unpaid assessments and other charges pertaining to said property up to the date of conveyance.

Section 5. Guest Fees

TheBoardmaylevysuchGuestfeeasitmaydeterminenecessaryfromtimetotime.

Section 6. Personal Liability of Stockholders in Corporation

All Lots purchased bya corporate entitymusthave a principal of the corporationholding more than 50%oftheissuedstocksignapersonalguaranteeofallAssociationdebts.Intheinstancewhennoone party holds more than 50% of the issued stock then an aggregate of principals that own more than 50%oftheissuedstockmustexecuteapersonalguaranteeofall Associationdebts. OnJanuary30th of each year, every corporate owner of Lots within the Association must submit a notarized, current list of all Owners, Officers, Directors and stockholders, their number of issued shares and the total numberofallissuedsharesofthecorporation.(AmendedApril1,2023)(AmendedMarch31,2004)

ARTICLE VI

Evidence of Membership and Transfer

Section 1. Membership Certificates

“Certificates of Membership” in the Association may be issued to Members and Associate Members. Such certificates shall be in such form as the Board shall, from time to time, designate and shall be issued over the signature of the President or other officers of the Association. Such certificate shall indicatewhetherornottheholderisaMemberoranAssociateMemberandshallalsoindicatetheLot, the ownership of which gives rise to membership. Such certificate shall also clearly state on its face that the Association is a not-for-profit corporation. Adequate records shall be maintained at the registeredofficeoftheAssociationshowingthenamesoftheMembersandAssociateMembersofthe Association,thetypeofmembershipandthedateofmembership.

Section 2. Transfer

WhenaMemberceasestobeanOwner,suchperson’smembershipandthoseassociatememberships existing through relationships to such person, shall cease, but such person shall remain liable for all Association assessments and other charges incurred prior to the giving of written notice to the AssociationthatsuchpersonisnolongeranOwner.

ARTICLE VII

Meeting of Members

Section 1. Place of Meetings

AnymeetingoftheMembersoftheAssociationshallbeheldintheStateofPennsylvaniaatsuchplace thereinasmaybestatedinthenoticeofsuchmeeting.

Section 2. The Annual Meeting

The Annual Meeting of the Association shall be held on any Sunday in October of each year commencingwiththeyear1970.

Section 3. Notice of Meeting of the Association

Written notice of the place, date and hour of the meeting and, in the case of a Special Meeting, the purposeorpurposesforwhichthemeetingiscalled,shallbedelivered notlessthanthirty(30)days nor more than forty (40) days before the date of the meeting, either personally or by mail, to each Memberentitledtovoteatsuchmeeting. Ifmailed,suchnoticeshallbedeemedtobedeliveredwhen deposited in the United States mail, addressed to the Member at his address as it appears on the recordsoftheAssociation,withpostageprepaid,orsuchnoticemaybepublishedinanynewspaperor publicationprintedundertheauspicesoftheAssociationanddistributedgenerallyamongMembersof theAssociation.AtaSpecialMeeting,nobusinessshallbeconductedexceptthatstatedinthenoticeof saidmeeting.(AmendedApril1,2023)

Section 4. Special Meeting of the Association

Special Meetings of the Association may be called by the President and the Board of Directors by resolutionoftheBoard. ASpecialMeetingmayalsobecalleduponthewrittenpetitionof15%ofthe votingMembersInGoodStandingoftheAssociation.SuchpetitionshallbepresentedtotheSecretary andshallsetforththepurposeoftheSpecialMeeting. Uponreceiptofthepetition,itshallbetheduty of the Secretary to verify the signatures to the petition and if satisfied of the authenticity, they shall forthwithfixaweekenddateofSaturdayorSundayforsuchmeetingandnotifythemembershipofthe time, place and purpose of the meeting within twenty (20) days of the receipt of the petition. The meetingshallbeheldnosoonerthanthirty(30)daysandnotmorethansixty(60)daysafterreceipt of the request. If the Secretary shall neglect or refuse to fix the time and place of the meeting, the persons calling the meeting may fix the time and place in compliance with this section. (Amended March31,2004)

Section 5. Adjournments

AdjournmentsofanyregularorSpecialMeetingmaybetaken,butanymeetingatwhichDirectorsare tobeelectedshallbeadjournedonlyfromdaytoday,orforsuchlongerperiodnotexceedingfifteen (15) days each, as the Members present entitled to cast at least a majority of the votes which all Memberspresentandvotingareentitledtocastshalldirect,untilsuchDirectorshavebeenelected.

Section 6. Quorum

Ameeting of the Members dulycalled shall not be organized for the transactionof business unless a quorumispresent.Thepresenceinpersonorbyproxyof10%oftheMembersentitledtovoteonthe mattertobeacteduponshallconstituteaquorum.TheMemberspresentatadulyorganizedmeeting cancontinuetodobusinessuntiladjournment,notwithstanding thewithdrawalofenough Members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, thosepresentmay,exceptasotherwiseprovidedinthisarticle,adjournthemeetingtosuchtimeand placeastheymaydetermine.

a) In the case of any meeting called for the election of Directors, those who attended the second of such adjournedmeetings, although less than a quorum is present, shall nevertheless constitute a quorumforthepurposeofelectionofDirectors.

i. In case of any meeting called for any other purpose, those who attended the second of such adjournedmeetings,althoughlessthanaquorum,shallneverthelessconstituteaquorumfor the purpose of acting, upon any resolution or other matter set forth in the notice of the meetingifwrittennoticeofsuchsecondadjournedmeeting,statingthatthose Memberswho attend shall constitute a quorum for the purpose of acting upon such resolution or other matter,isgiventoeachMemberofrecordentitledtovoteatsuchadjournedmeetingatleast ten(10)dayspriortothedaynamedforthesecondadjournedmeeting.

Section 7. Proxies

AtanymeetingofMembers,aMemberentitledtovotemaydosobyproxyexecutedinwritingbythe Member or by his duly authorized attorney-in-fact and filed with the Secretary of the Association. A proxyshallberevocableatwill,notwithstandinganyotheragreementoranyprovisionintheproxyto thecontrarybuttherevocationofaproxyshallnotbeeffectiveuntilnoticethereofhasbeengivento theSecretaryoftheCorporation.Aproxyshallnotberevokedbythedeathorincapacityofthemaker unless before the vote is counted or the authority is exercised, written notice of such death or incapacityisgiventotheSecretaryoftheCorporation. Noproxyshallbevalidaftertheexpirationof eleven(11)monthsfromthedateofitsexecution,unlessthepersonexecutingitspecifiesthereinthe length of time for which such proxy is to continue in force, which in no event shall exceed three (3) yearsfromthedateofitsexecution.

Section 8. Order of Business

All meetings of the membership shall be conducted according to Roberts Rules of Order unless a differentprocedureiscalledforintheseBylaws.

ARTICLE VIII Association Records, Inspection

Section 1. Required Records

TheAssociationshallkeepanoriginalorduplicaterecordofwrittenminutesoftheMembersandthe DirectorsandofanyotherbodyexercisingpowersorperformingdutieswhichunderthisArticlemay be exercised or performed by such other body, the original or a copy of its Bylaws, including all amendments thereto to date, certified by the Secretary of the Association, and an original or a duplicatemembershipregister,givingthenamesofMembers,andshowingtheirrespectiveaddresses andtheclassandotherdetailsofthemembershipofeach.TheAssociationshallalsokeepappropriate, completeandaccuratebooksorrecordsofaccount.Therecordsprovidedforinthissub-sectionshall bekeptateithertheregisteredofficeoftheAssociationinthisCommonwealthoratitsprincipleplace ofbusinesswhereversituated.

Section 2. Right of Inspection

Every Member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purposeasprescribedbythePennsylvaniastatutes.

Section 3. Proceedings for the Enforcement of Inspection

IftheAssociation,oranofficeroragentthereof,refusestopermitaninspectionsoughtbya Member orattorneyorotheragentactingfortheMemberpursuanttoSection2ofthisArticle,ordoesnotreply tothedemandswithinfive(5)businessdaysafterthedemandhasbeenmade,theMembermayapply tothepropercourtforanordertocompelsuchinspection.Thecourtshalldeterminewhetherornot thepersonseekinginspectionisentitledtotheinspectionsought.Thecourtmaysummarilyorderthe Association, officer, or agent thereof, to permit the Member to inspect the membership register and theotherbooksandrecordsoftheAssociationandtomakecopiesorextractstherefrom;orthecourt may order the Association to furnish to a Member a list of its Members as of a specific date on conditionsthattheMemberfirstpaytotheAssociationthereasonablecostofobtainingandfurnishing such list and on such other conditions as the court deems appropriate. Where the Member seeks to inspect the books and records of the Association, other than its membership register or list of Members,theyshallfirstestablish:

a) That they have complied with the provisions of this section respecting the form and manner of makingdemandforinspectionofsuchdocument;and

b) That the inspection they seek is for a proper purpose. Where the Member seeks to inspect the membershipregisterorlistofmembersoftheAssociationandhascompliedwiththeprovisionsof thissectionrespectingtheformandmannerofmakingdemandforinspectionofsuchdocuments, theburdenofproofshallbeupontheAssociationtoestablishthattheinspectionheseeksisforan improper purpose. The court may in its discretion, prescribe any limitations or conditions with reference to theinspection, or awardsuchotherorfurther relief as the courtmay deemjustand proper. Thecourtmayorderbooks,documentsandrecords,pertinentextractstherefrom,orduly authenticated copies thereof, to be brought within this Commonwealth and kept in the Commonwealthuponsuchtermsandconditionsastheordermayprescribe.

Section 1. Accounting Period

The Association’s fiscal management shall operate within the year. The calendar year herein established,however,shallbesubjecttochangebyamajorityvoteoftheBoardofDirectors.

Section 2. Books and Accounts

BooksandaccountsoftheAssociationshallbekeptunderthedirectionoftheTreasurersubjecttothe Member’srightofinspectionpursuanttoArticleVIIIherein.

Section 3. Preliminary Budget

By June 1st of each year, the Community Manager shall prepare preliminary budgets, as designated below,forthenextsucceedingcalendaryear,tobepresentedtotheBudgetCommitteeforreviewand recommendations.

a)AnnualOperatingExpenseBudget

b)AnnualNewCapitalExpenseBudget

c)AnnualRevenueBudget

d)AnnualCapitalReserveFundBudget

The Budget Committee shall consist of not less than five (5) and not more than nine (9) Members appointedbytheBoard. Inaddition,theBoardofDirectorswillinviteanycurrentBoardCandidateto attend theCommittee’smeetings as anon-participating/non-votingguestto observe andunderstand thebudgetprocess. TheBudgetCommitteeshallrevieweachofthepreliminarybudgetsassubmitted tomakeitsrecommendations,ifany,asitdeemsnecessaryinthebestinterestsoftheAssociation,so that each of the preliminary budgets shall be submitted by the Budget Committee along with any recommendations to the Board by June 30th of each calendar year. The proposed budgets, after submission to the Board for review, modification, and approval, and prior to being adopted and accepted as final budgets by the Board, shall be incorporated into a single Proposed Budget and published for a period of not less than thirty (30) days to allow the Members of the Association an opportunity to review same and to comment thereon, either at hearings held therefore or through such other means as the Board may determine. (Amended April 5, 2022) (Amended June 16, 2020) (AmendedMarch31,2004) (AmendedOctober1989)

Section 4. Publications of Proposed Budgets

PriortothebudgetsbeingapprovedandacteduponbytheBoard,theyshallbepublishedbyposting copies of the proposed budgets in five (5) previously announced conspicuous locations in the Development. Inaddition, the proposed budgetshall be published inthe Associationnewspaper or a copythereofsenttoeachMemberoftheAssociationentitledtovote.

Section 5. Adoption of Budgets

Aftertheproposedbudgetshavebeenpublishedfornotlessthanthirty(30)daysandpriortothefirst dayofthecalendaryeartowhichtheproposedbudgetsapply,theBoardbymajorityvote,shalladopt the final budgets which shall be itemized with particularity and which may contain such changes, additions, deletions, or corrections as the Board deems appropriate and in the best interest of the Association. These adopted budgetsshall thenbeeffectivefor the calendaryear to which theyapply. AftertheproposedbudgetshavebeenadoptedbytheBoard,theBoardshall,takingintoconsideration othersourcesofincomethattheAssociationmayhave,levytheannualassessmentforeachlotforthe followingyearinaccordancewiththetermsandconditionsoftheBylawsandDeclaration.

Section 6. Variation From Budget

A. BudgetReview UponadoptionoftheAnnualBudget,theBoardshallbeboundbythesame.The Board may not, over the calendar year period, vary from the budget by more than 5% without following the budget procedures specified in Sections 4 and 5. Variation is defined as a 5% or greater increase from theapprovedCapital andOperations Budgets. It shallbe the responsibility oftheTreasurer,inconjunctionwiththeCommunityManager,tomeetwiththeFinancialManager ona monthlybasis to reviewactualand projectedbudget performance. Assoonas practical, the CommunityManagershalladvisetheBoardifeithertheactualorprojectedexpenditureswillvary greater that 5% over the calendar year. The Board of Directors, working with the Community Manager,shallsupportthe implementationof anyandallchanges deemednecessarytomeet the approvedCapitalandOperationBudgets.(AmendedJune16,2020)(AmendedApril3,2010)

B. Prior Years Surplus/Deficit The surplus or deficit (excluding depreciation) resulting each year fromthebudgetedoperations,includingBoard-directedfunds,shallbeidentified.Theaccounting firm producing the annual audited statements shall provide, via separate schedule, a listing by departmentofallbudgetedincomeandexpensesversusactualincomeandexpensesproducingan annualsurplusordeficit.Thisscheduleshallbeseparateandincludedaspartofthefinalaudited financialreportprovidedformembershipdistribution. Anysurplusidentifiedshallfirstbeusedto fundanOperatingContingencyFund,thebalanceofwhichshallnotexceedtwohundredthousand dollars ($200,000.00), to be used solely for the purpose of reducing an identified Operations deficit. Any surplus in excess of the amount needed to fund the Operating Contingency Fund, or anydeficitinexcessofthethenexistingbalanceintheOperatingContingencyFund,shallbecome alineentryunderthe“RevenueSection”ofthefollowingyear’sProposedBudget. (AmendedJune 16,2020)(AmendedApril3,2010)

Section 7. Auditing

At the close of each calendar year, the books and records of the Association shall be audited by a certified public accounting firm whose report shall be prepared and certified in accordance with generallyaccepted accounting principles. Based onthis report, the Associationshall printandmail a copy of same to each member entitled to vote, and/or a copy of the report shall be published in the Association newspaper. In addition, the books and records of the Association may be inspected as prescribedinArticleVIII.(AmendedJune16,2020)

Section 8. Maximum Annual Charge

NotwithstandinganythingintheseBylawstothecontrary,theannualchargeforeachLotforeachyear shallbedeterminedasfollows:

a) Eachfiscalyear,byamajorityvoteoftheBoard,theannualchargemaybeincreasedordecreased nomorethantenpercent(10%)oftheannualchargeforthepreviousyear,exceptthat:

b) The annual charge may be increased or decreased in excess of ten percent (10%) of the annual chargefortheprevious yearonlyasprovidedinaccordancewithArticleXIVasamendedperthe April2018referendum (AmendedJune16,2020)(AmendedOctober6,1991)

Section 9. Capital Reserve Fund Assessment

a) The annual charge levied by the Board for the Capital Reserve Fund shall not be used to meet anticipatedoperating expenses for the ensuing year, but will be transferred by the Board to the CapitalReserveFundformajorrepairandcapitalreplacementoftheCommonArea.

b) Capital Reserve Fund amounts shall be in accordance with the annual updated schedule of reservescertifiedaspartoftheannualbudgetoftheAssociationprovidedinthisArticleIX. The said Capital Reserve Fund amounts shall cover, without limitation, all real property and improvements thereon, furniture, fixtures, roads, vehicles and equipment owned by the

Association. Said schedule shall include, without limitation, all fixed asset items of or over Five Hundred($500.00)DollarsinvalueoritemsoforoveranaggregatevalueofTwoThousandFive Hundred($2,500.00)Dollars.

c) The Financial Manager of the Association shall place all Capital Reserve Funds in segregated accountsintendedforthebestinterestsoftheAssociation. (AmendedApril5,2022)

d) WithdrawalsfromtheCapitalReserveFundshallbeauthorizedbyamajorityvoteoftheBoardas partoftheannualbudgetprocessorina“declaredemergency,”whichshallbedefinedinapolicy statementoftheBoardbeforefundsmaybeexpended. (AmendedApril5,2022)

e) WithdrawalsfromtheCapitalReserveFundshallbeonlyforrestoration,repairandreplacement ofexistingcapitalassets,notfornewfacilitiesoradditionsorimprovementstoexistingfacilities orproperty.(AmendedApril5,2022)

f) UponauthorizationoftheBoard,theCapitalReserveFundmaybeusedascollateralforloansor projects for the purposes set forth in Section 9.e) above, so long as the unencumbered portion remainingintheCapitalReserveFundissufficienttomeetOneHundredTwenty(120%)Percent ofthereserverequirementsduringtheperiodoftheloansorprojects.

g) So long as the portion remaining in the Capital Reserve Fund is sufficient to meet One Hundred Twenty(120%)Percentofthereserverequirementsduringtheperiodoftheloan,theBoardmay borrow againstthe Capital Reserve Fundfor currentoperations, provided such loans are repaid totheCapitalReserveFundwithintwo(2)yearswithinterestatthethencurrentrateofinterest intheinterest-bearingaccountsetforthinSection9c)hereinabove.

h) AuthorizedsignatoriesfortheCapitalReserveFundshallbethosedesignatedbyresolutionofthe BoardofDirectors.(AmendedMarch31,2004)(AmendedMarch18,1984)

Section 10. New Capital Reserve Fund

TheAssociationshallmaintaina"NewCapitalReserveFund." Allrevenuesbudgetedfor"NewCapital Reserves"annuallybytheBoardof Directorsshallbecollected andheldinthisfund. Allnewcapital expendituresshall be chargedagainstthisfund.The budget for newcapitalexpendituresinanyyear mustnotexceed80%ofthetotaloftheprioryear’syear-endbalanceandthenewcapitalreservefund balance. New capital reserve funds must be used to fund new capital assets or for additions to or improvementsofexistingcapitalassetsoftheAssociation. TheAssociationshallnotincurnewcapital expenditures totaling more than 80% of new capital reserves without the majority approval of the Membership. (AmendedApril5,2022)(AmendedMarch31,2004)

Section 11. Limited New Capital Expenditures

The Association shall not incur any new Capital expenditures totaling more than 80% of all capital reserves without the approval by majority vote (either at a membership meeting or by referendum withoutameeting)ofthemembersvoting.Allelementsofanexpenditure,inexcessofthis80%figure, will count toward that dollar limitation, and may not be fragmented into separate projects for the purposeofavoidingthespendingcap.Theseelementswillinclude,butnotbelimitedto,itemssuchas planning costs, site surveys, architectural fees, taxes, material costs, delivery costs, labor costs, etc. After membership approval of new capital expenditure project, if additional, reasonable capital expensesarestillneededtocompletetheproject,theBoardmayapprovethosefundswithoutanother membershipvote Afteraprojecthasbeenapprovedbythemembership,theBoardwilldecideonthe mostprudentmethodoffinancingtheproject(i.e.,duesincrease,loan,specialassessment,etc.). After the membership approves a project, the board may exercise its exclusive right to begin, postpone or cancel the project without seeking further membership approval. (Amended March 31, 2004) (AmendedDecember1999)

Board of Directors

Section 1. Number and Qualifications

The affairs of the Association shall be governed by a Board of Directors composed of seven (7) persons,allofwhommustbeMembersInGoodStandingoftheAssociation.

Section 2. Powers and Duties

TheBoardofDirectorsshallhavethepowersanddutiesnecessaryfortheadministrationoftheaffairs oftheAssociationandmaydoallsuchactsandthingsasarenotbylaworbytheseBylawsdirectedto be exercised and done by the Members. In addition thereto, the Board shall have the following powers:

a) ThepowertoadoptacorporatesealastheSealoftheAssociation.

b) The power to designate a banking institution as depository for the Association’s funds; and the officerorofficersauthorizedtomakewithdrawalstherefromandtoexecuteobligationsonbehalf oftheAssociation.

c) ThepowertoborrowmoneyfortheAssociation.

d) Thepowertoassign,mortgage,pledgeorencumberanyAssociationpropertyforsuchborrowings.

e) ThepowertoemployasufficientnumberofpersonstoadequatelymaintainAssociationproperty. ThesalariesofsuchpersonsshallbewithinbudgetarylimitssetinArticleIX.

Section 3. Other Duties

In addition to duties imposed by these Bylaws or by resolution of the Association, the Board of Directorsshallhave,withoutlimitations,thefollowingadditionalpowers:

a) Care,upkeepandsurveillanceoftheDevelopmentandtheCommonAreasandfacilities.

b) Collectionofspecialassessmentsand/orotherchargesfromtheMembers.

c) Designation and dismissal of the personnel necessary for the accomplishment of purposes of the Association.

d) PromulgationofsuchrulesandregulationsnecessaryfortheeffectiveadministrationofArticleIX oftheseBylaws.

e) The power to adopt reasonable rules and regulations as it may deem advisable for the use, operation, maintenance, conservation and beautification of the “Common Areas” and for the health,comfort,safetyandgeneralwelfareoftheMembersandAssociateMembers.

Section 4. Term of Office

The term of office of Directors shall be fixed at three (3) years with staggered terms. Beginning in October 1978, two (2) Directors appointed serve a two (2) year term expiring October, 1980. Three (3)existingDirectorswillcompletetheirtermin1979andtwo(2)Directorselectedin1978willserve full three (3)year termsuntil October1981;andthereafter the term ofsuch Directorsshall be three (3)yearsassetforthinArticleX,Section5,andcommenceatthecloseoftheAnnualMeetingatwhich theyareelected.

Section 5. Election of Directors

A. Election of Directors shall be by either electronic/digital media or written ballot as hereinafter provided. (Amended May 6, 2021) In all elections, each Member In Good Standing is entitled to one (1) vote per Lot multiplied by the number of Directors to be elected. Only one vote per

Directorperballotisallowed. ThereisnorequirementthatallvotestowhichaMemberisentitled becast;however,anyballotwithmorethanonevoteperDirector,ormorevotesthanthenumber of open positions, will be disqualified. The person(s) receiving the most votes will be elected to thevacantposition(s).

B. Each year, to ensure continuity, a five (5) voting member Nominating Committee with staggered terms shall be established to screen potential candidates. In each odd calendar year, three (3) MembersInGoodStandingshallbeelectedfortwo(2)yearterms,andineachevencalendaryear, twoMembersinGoodStandingshallbeelectedfortwo(2)yearterms. (AmendedApril1,2023) (AmendedMay6,2021)

i. Five (5) Members In Good Standing shall be elected by the membership at the Annual Meeting. In the event that all five (5) positions are not thereby filled, the remaining positions shall be appointed by majority vote of the Board of Directors for Member(s) In GoodStandingwhoarenotcurrentlyservingontheBoardandarenotaRelativeofaBoard Director (see Article II Definitions “Relative”). Such appointment(s)shall be made within sixty (60) days of the Annual Meeting. If any committee vacancies occur, the Board will appoint a Member In Good Standing to complete the term of the vacated Member. (AmendedApril1,2023)

ii. One (1)currentBoardof Directors Member, withat least one(1) year experience shall be appointedbytheBoardtobeanon-votingliaisontotheNominatingCommittee. TheBoard shall make these appointments within sixty (60) days of the Annual Meeting. (Amended May6,2021)

iii. TheNominatingCommitteeshall,bymajorityvote,selectoneoftheelectedmembersasits ChairnolaterthantheadjournmentoftheCommittee'sfirstmeetingeachyear. ByMarch 15th of each year, the NominatingCommittee shallsubmitto the Boardof Directors, forits approval,theElection/CampaignRulesandGuidelines. (AmendedMarch31,2019)

C. PotentialcandidatesforelectiontotheBoardofDirectorsmayseekendorsementby: (Amended April1,2023)

i. Self-Nomination by April 15th, by submitting a Personal Statement of Candidacy, a signed Affidavit,andacompletedAuthorizationforRelease(authorizationforbackgroundcheck) (AmendedApril1,2023)

(a) AnyMemberInGoodStandingseekingendorsementbySelf-Nomination,shallfileby April 15th with the POA Executive Assistant on behalf of the Secretary of the Association,aPersonalStatementofCandidacyforelectionasaDirectorfortheterm beginning immediately upon the adjournment of the next Annual Meeting. All potentialcandidatesseekingendorsementbytheNominatingCommitteemustsubmit asignedAffidavit(approvedbytheBoardofDirectorsonNovember19,2017),anda completed Authorizationfor Release (authorizationfor background check), andshall abide by all the stipulations therein. (Amended May 6, 2021). A potential candidate willbeconsideredforendorsementbytheNominatingCommitteeonlywhenallfiling requirements are met. Potential candidates must disclose, in writing, if they are in active litigation with the Association at any time during the election cycle, OR BY; (AmendedApril1,2023)(AmendedMay6,2021)

ii. PetitionbyMay15th,bysubmittingtheOfficialNominatingPetitionforTheHideoutBoard of Directors Annual Election (“Petition”) containing original signatures from ten-percent (10%)ofthetotalnumberofbudgetedbillableLotsownedbyMembersInGoodStandingas of April 15th. No Member, regardless of the number of Lots owned, may sign the Petition more than once. The potential candidate must also submit a Personal Statement of Candidacy,asignedAffidavit,andacompletedAuthorizationforRelease(authorizationfor backgroundcheck) (April1,2023)

(a) Commencing on April 15, 2023 and for each subsequent year, any Member In Good Standing seeking endorsement by Petition shall file by May 15th with the POA Executive Assistant on behalf of the Secretary of the Association, an Official Nominating Petition for The Hideout Board of Directors Annual Election (“Petition”) containing original signatures from ten-percent (10%) of the total number of budgeted billable Lots owned by Members In Good Standing as of April 15th. No Member, regardless of the number of Lots owned, may sign the Petition more than once. Should the Petition be determined to have an insufficient number of valid signaturesattimeoffiling,itshallbedeemedinvalid Allpotentialcandidatesseeking endorsement from the Nominating Committee by Petition must submit a signed Affidavit (approved by the Board of Directors on November 19, 2017), and a completedAuthorizationforRelease(authorizationforbackgroundcheck)atthetime theyfilethePetitionandshallabidebyallthestipulationstherein. (AmendedMay6, 2021). Whenallfilingrequirementsaremet,thePOAExecutiveAssistantonbehalfof the Secretaryof the Association, shall certifythe validityof all Petitionsignatures by contacting each Member on the Petition by phone. A potential candidate will be considered for endorsement by the Nominating Committee only when all filing requirements are met. Potential candidates by Petition shall be accorded the same privileges as those who are Self-Nominated or Nominating Committee-endorsed. Potential candidates must disclose, in writing, if they are in active litigationwith the Association at any time during the election cycle, OR BY; (Amended April 1, 2023) (AmendedMay6,2021)

iii. NominatingCommitteeEndorsementbyJune1st: TheNominatingCommitteeshallbetween May 15th and June 1st, if necessary, attempt to endorse at least two (2) more potential candidates for election than are needed to fill the prospective vacancies on the Board of Directors. All potential candidatesmust submita signed Affidavit(approved bythe Board of Directors on November 19, 2017), and a completed Authorization for Release (authorization for background check), and shall abide by all the stipulations therein. (AmendedMay6,2021). Apotentialcandidatewillbeconsideredforendorsementbythe Nominating Committee only when all filing requirements are met. Potential candidates must disclose, in writing, if they are in active litigation with the Association at any time during the election cycle. These potential candidates shall appear last on the ballots, and they shall be accorded the same privileges as Self-Nominated and Petition candidates. (AmendedApril1,2023)(AmendedMay6,2021)

(a) Commencing with the 2023 election cycle and for each subsequent year, the Nominating Committee shall, between May 15th and June 1st if necessary, attempt to endorseatleasttwo(2)morepotentialcandidatesforelectionthanareneededtofill the prospective vacancies on the Board of Directors, and shall notify each added potential candidate of the Committee’s decision via regular and electronic mail. All potentialcandidatesseekingendorsementbytheNominatingCommitteemustsubmit asignedAffidavit(approvedbytheBoardofDirectorsonNovember19,2017),anda completedAuthorizationforRelease(resultinginasuccessfulbackgroundcheck),and shall abide by all the stipulations therein. (Amended May 6, 2021). A potential candidate will be considered for endorsement by the Nominating Committee only whenallfilingrequirementsaremet. Thesecandidatesshallappearlastontheofficial electionballot,andtheyshallbeaccordedthesameprivilegesasSelf-Nominatedand Petitioncandidates. Potentialcandidatesmustdisclose,inwriting,iftheyareinactive litigationwiththeAssociationatanytimeduringtheelectioncycle.(AmendedApril1, 2023)(AmendedMay6,2021)

D. Nominating Committee

Endorsement/Non-Endorsement: The Nominating Committee will evaluate each potential candidate by utilizing the Nominating Committee Evaluation Process

(approved by the Board of Directors on July 30, 2022). After evaluation, the Nominating Committeewillnotifyeachpotentialcandidateviaregularandelectronicmailoftheirdecisionto endorse or not endorse them by June 1st. Each potential candidate will acknowledge receipt of theirendorsementbysigningtheNominatingCommitteeNoticeofEndorsementandwilldeliver it to the POA Executive Assistant within 15 days of said Notice’s date. Nominating Committee endorsed candidates will be placed on the official election ballot in the order in which all candidacy filing requirements were met. Individuals who are not endorsed by the Nominating Committee will not be placed on the official election ballot. Should a Nominating Committee endorsed candidate violate any of the conditions of their signed Affidavit and/or the Election/CampaignRulesandGuidelines(approvedbytheBoardofDirectors)atanytimeduring the election cycle, they shall be disqualified and removed from the official election ballot. As a result, any votes the candidate received during the election cycle will be null and void. SelfNominated, Petition, and Nominating Committee endorsed candidates are subject to the same rules,privileges,restrictionsanddiscipline.(AmendedApril1,2023)

E. By June 1st, endorsed candidates may submit a Campaign Letter/Statement to the Nominating Committee for review. Campaign Letters/Statements that are approved by the Nominating Committee will be published in the July, August and September editions of the Association newspaperandontheAssociationwebsitepriortothemailingoftheElectionPacket. (Amended April1,2023)

F. All votes in Board elections shall be cast via ballot and each ballot shall set forth the names of those Members In Good Standing who have become candidates for the office of Director in the order in which they filed their statements or petitions of candidacy with the Secretary of the Association.

G. TheballotsshallbepreparedbytheSecretaryoftheAssociationand,nolaterthanthirty-one(31) days prior to the Annual Meeting of the Association, shall be mailed, along with notice of the Annual Meeting and voting instructions (the Election Packet), to each Member entitled to vote, commensuratewiththenumberofLotsowned.

H. Ballotingprocedures:

i. The member(s) at the time of their initial registration, and each subsequent annual registration,shallbeaskedtospecify,inwriting,whichtypeofvotingmethodtheyprefer. The Executive Assistant shall be notified of the choice to facilitate member notifications (mailings)andallowforverificationofnon-duplicatevoting. (AmendedMay6,2021)

(a) Electronic voting procedures will be detailed by the firm handling the process. (AmendedMay6,2021)

(b) For those who opt for written ballots instead of electronic voting, the following procedureswillapply(AmendedMay6,2021). Eachcompletedballotshallbeplaced inthesuppliedBallotenvelopeandsealedbythevotingmember;thereshallbeonly one(1)ballotperBallotenvelope. Thisenvelopeshallnotbewrittenonormarkedin anyway. Anymarkingsthereonshallinvalidatetheballottherein,asshallanyother item in the Ballot envelope, including additional ballots; specifically, because of the verificationprocedureshereinaftersetforth,theinclusionofmorethanoneballotina Ballotenvelopeshalldisqualifythereturn.

ii. The ballot envelope shall be placed in the larger, pre-addressed Voting/Proxy envelope distributed with the Election Packet and said envelope shall be sealed and bear thereon the name, signature, andLot number of the votingmembers andsuch otherinformation astheBoardmaydeterminenecessarytovalidatethereturn.

iii. Completed Voting/Proxy envelopes shall be returned to the Secretary of the Association no later than ten (10) days prior to the Annual Meeting. These envelopes may be returned via mail at the member’s expense or may be deposited into the designated

lockedreceptacle at thePOAoffice during regularbusiness hours. Access to said locked receptacle shall, at all times, be under the exclusive control of the Association’s certified publicaccountingfirm.

I. ElectionCommittee:TheElectionCommitteeshallbecomprisedof:

i. TheSecretaryoftheAssociation,

ii. ThePublicSafetyDirector/designee,

iii. AnyCurrentBoardmember,

iv. AdesignatedCPAoftheAssociation’scertifiedpublicaccountingfirm.

J. ResponsibilitiesoftheElectionCommittee: TheElectionCommitteeshalloverseethevalidation andcountingoftheballotsasfollows:

i. Onthemorningofthevotecount,theElectionCommitteeshallretrievetheVoting/Proxy envelopes from the locked receptacle and validate that each signed envelope is that of a Member In Good Standing who is entitled to vote. Upon such validation, the unopened Voting/ProxyenvelopesshallbetakentothePOAmeetingroomfortheformalvotecount meeting,whichshallbeopentoallMembersInGoodStanding.

ii. Duringthismeeting,eachcandidatemayhavetwo(2)representativeswhoare Members In Good Standing to assist in the vote count. Additionally, one or more POA staff member(s) shall be assigned for each candidate to ensure that there will be three (3) counterspercandidate.

iii. ThePublicSafetyDirector/designeeshalldistributethesealedVoting/Proxyenvelopesto the vote counters who shall open the envelopes and separate the Ballot envelopes from theproxies.

iv. The Public Safety Director/designee shall then collect all Voting/Proxy envelopes and proxies for later processing, and shall direct the vote counters to open the Ballot envelopes, remove the ballots, and place them face-down on their tables. Any Ballot envelope containing more than one ballot shall disqualify all ballots therein. The vote countersshallbeinstructedtoavoidlookingattheballotfaces.

v. The Public Safety Director/designee shall then collect all ballots and assemble them for counting.

vi. TheSecretaryoftheAssociationshallthenreadaloudthevotesfromeachballotandthe votecountersshallrecordallvotesfortheirrespectivecandidatesontallysheetssupplied bytheAssociation. TheSecretarymayaskforsub-talliesforeachcandidateseveraltimes duringthecountingprocess.

vii. When all votes have been counted, the Secretaryshall solicit a final tally from each vote counterandshallverifythateachcandidate’stalliesconcurwithinareasonablemarginof error.

viii. The candidates with the most votes shall be declared elected and all vacancies shall be declaredfilled.

K. Election Committee members shall certify the results of the vote count at the Annual Meeting, and the term of office of each newly elected Director shall commence immediately upon the adjournmentofthatmeeting.

L. All Voting/Proxy envelopes, ballots, and statements of candidacy shall be retained by the SecretaryoftheAssociationforaperiodofone(1)year. (AmendedMarch31,2019)

Section. 6. Vacancies

VacanciesintheBoardofDirectorscausedbyanyreasonshallbefilledbyvoteofthemajorityofthe remainingDirectors,eventhoughtheymayconstitutelessthanaquorum,andeachpersonsoelected shall be a director andserve to complete the termof that director whose vacancyis being filled. The Board of Directors may request recommendations from the Nominating Committee to fill such vacancies.

Section 7. Removal of Directors

a) BytheMembership. Uponthewrittenpetitionof15%ofthevotingMembersInGoodStandingof theAssociationfilednolaterthansixty(60)daysbeforeanyAnnualorspecialmeetingdulycalled, anyone(1)ormoreoftheDirectorsmaybeproposedtoberemovedforcause(includingwithout limitation, for fraudulent or dishonest acts) by the vote of Members entitled to cast at least a majorityofvoteswhichallMemberspresentwouldbeentitledtocastatanyannualelectionofthe Directors and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heardatthemeeting.

b) BytheBoardofDirectors. TheBoardofDirectorsmaydeclarevacanttheofficeofaDirectorifhe isdeclaredofunsoundmindbyanorderofcourtorisconvictedofafelony,orfailstoattendthree (3)consecutiveregular,specialorworkshopmeetingsoftheBoardasprovidedhereinbelow:

i. Upon the second consecutive failure of any Board member to attend a regular, special or workshopmeetingoftheBoard,theBoardshallsendtosaidBoardDirectorawarningletter that ARTICLE X, Section 7 b) ii) and iii) of these By Laws shall occur upon their third consecutivefailuretoattend.

ii. Upon the third consecutive failure of any Board member to attend regular, special or workshopmeetingsoftheBoard,theBoardshallgivewrittenNoticetosaidBoardmember ofahearingandshallholdahearingtodeterminewhethertherearereasonableexcusesfor thethree(3)absences.

iii. IftheBoardofDirectorsfindsnoreasonableexcusesforthethree(3)consecutiveabsences, then the Board by vote of the majority of the remaining Directors may declare vacant the office of the Director and shall fill said vacancy in accordance with Article X, Section 6 of theseBylaws.

Section 8. Removal of Directors by Court

Thepropercourt,injurisdictionmayuponpetitionofanymemberordirector,removefromofficeany directorincaseoffraudulentordishonestactsorgrossabuseofauthorityordiscretionwithreference totheAssociation,orforanyotherpropercause,andmaybarfromofficeanydirectorsoremovedfor aperiodprescribedbycourt TheAssociationshallbemadeapartytosuchaction.

Section 9. Organization Meeting

ThefirstmeetingofanewlyelectedBoardofDirectorsshallbeheldwithinten(10)daysofelectionat suchplaceasshallbefixedbythe DirectorsatthemeetingatwhichsuchDirectorswereelected,and nonoticeshallbenecessarytothenewlyelectedDirectorsinorderlegallytoconstitutesuchmeeting, providing a quorum of the Board shall be present. The intent is to allow newly elected Directors to participate in any Board meeting called immediately after election. At this meeting, the Board shall elect by majority vote of all Directors then in office, not just those present, the Chairman and such corporateofficersasprovidedinArticleXI,Section1oftheBylaws.(AsamendedDecember1999)

Section 10. Regular Meetings

RegularmeetingsoftheBoardofDirectorsmaybeheldatsuchtimeandplaceasshallbedetermined, from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or by telegraph, at least three (3) days prior to the day namedforsuchmeeting.ThereshallbekeptminutesofallmeetingsconductedbytheBoard,together with the record of voting at such meetings. These minutes shall be subject to inspection by any MemberoftheAssociationinthemannerprescribedinArticleVIII.

Section 11. Special Meetings

SpecialmeetingsoftheBoardofDirectorsmaybecalledbythePresidentonthree(3)days’noticeto each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three (3) Directors.

Section 12. Waiver of Notice

BeforeoratanymeetingoftheBoardofDirectors,anyDirectormay,inwriting,waivenoticeofsuch meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a DirectoratanymeetingoftheBoardofDirectors,shallbeawaiverofnoticeby,ofthetimeandplace thereof.IfalltheDirectorsarepresentatanymeetingoftheBoard,nonoticeshallberequiredandany businessmaybetransactedatsuchmeeting.

Section 13. Quorum

AtallmeetingsoftheBoardofDirectors,amajorityoftheDirectorsshallconstituteaquorumforthe transactionof business, and the acts of themajority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors,therebelessthanaquorumpresent,themajorityofthosepresentmayadjournthemeeting fromtimetotime.Atanysuchadjournedmeeting,anybusinesswhichmighthavebeentransactedat theoriginalmeetingmaybetransactedwithoutfurthernotice.

Section 14. Executive and other Committees of the Board

a) EstablishmentandPowers–UnlessotherwiserestrictedintheBylaws:

The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one (1) or more committees to consistof one (1) or more Directors of the corporation, anysuchcommittee,totheextentprovidedintheresolutionoftheBoardofDirectors,shallhave andmayexerciseallofthepowersandtheauthorityoftheBoardofDirectors,exceptthatnosuch committeeshallhaveanypowerorauthorityastothefollowing:

i. The submission to Members of any action requiring approval of Members under these Bylaws.

ii. ThefillingofvacanciesintheBoardofDirectors.

iii. Theadoption,amendmentorrepealoftheBylaws.

iv. TheamendmentorrepealofanyresolutionoftheBoard.

v. Action on matters committed by the Bylaws or resolution of the Board of Directors to anothercommitteeoftheBoard.

TheBoardmaydesignateone(1)ormoreDirectorsasalternateMembersofanycommitteewho mayreplaceanabsentordisqualifiedMemberatanymeetingofthecommittee.Intheabsenceor disqualification of a Member of a committee, the Member or Members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may

unanimously appoint another Director to act at the meeting in the place of any such absent or disqualifiedMember.

b) Term. EachcommitteeoftheBoardshallserveatthepleasureoftheBoard.

c) Effect on Responsibility of Board. The establishment of any committee of the Board of Directors andthedelegationtheretoofpowerandauthorityshallnotalonerelieveanyDirectorofhisduty totheAssociationunderSection14ofthisArticle.

Section 15. Interested Directors

BoardDirectorsarerestrictedfrompersonallybeingapartofanycontractoranybusinesstransaction with the Association. Each candidate, at the time they submit their letter of interest to run for a Director position on the Board is required to sign an affidavit that states, if elected, they as an individual contractor, consultant or investor/owner/interested party in a business will be restricted from doing business (bid on any contracts, render any supplies, equipment or services) with the AssociationatanytimeduringtheirtenureontheBoard. AllsittingBoardDirectorsbringuniquelife skills,businessexperienceandexpertisetotheBoardwhicharewelcomedanddrawnuponfreelyas part of their participation as an active Board Director dedicated to the good of the Association. (AmendedApril5,2022)

Section 16. Director’s Fiduciary Relationship to Association

Directors shall be deemed to stand in fiduciary relation to the Association, and shall discharge the dutiesoftheirrespectivepositionsingoodfaithandwiththatdiligence,careandskillwhichordinarily prudentpersonswouldexerciseundersimilarcircumstances.

Section 17. Participation in Meeting by Conference Telephone

One(1)ormoreDirectorsmayparticipateinameetingoftheBoardbymeansofconferencetelephone orsimilarcommunicationsequipmentbymeansofwhichallpersonsparticipatinginthemeetingcan heareachother.

Section 18. Compensation

The Directors shall not receive compensation for their official services for the Association; however, reimbursement for reasonable expenses incurred for their official duties may be allowed with the approvaloftheFinancialManagerandCommunityManager.TheDirectorsshallnotbeemployeesof theAssociation.(AsamendedDecember1999)(AmendedApril5,2022)

Section 19 - Openness of Board Meetings

All BoardMeetings will be opento all members ingoodstanding, exceptthosemeetings, or portions thereof,involvinganyofthefollowingAssociationmatterofbusiness:

a) Todiscussthereputation,character,physicalcondition,mentalhealth,orprofessionalcompetence ofanyindividual.

b) To consider and discuss the discipline of, removal of, or hear complaints or charges brought againstAssociationemployees,stafformembers.

c) To discuss labor, employment, personnel, and litigation and legal matters, and legal advice and attorney-clientcommunications.

d) Todiscussdeploymentofsecuritypersonnelordevices.

e) To negotiate, discuss, or consider any contracts, bids or proposals if a public discussion is determinedbytheBoard,initsdiscretion,tohaveadetrimentaleffectonthenegotiationpowerof theAssociation.(AsamendedDecember1999)

The Officers

Section 1. The Officers

A. All officers must be Members In Good Standing of the Association and must also be a Director Except for the position of Assistant Secretary, no officer may be an employee of the Association andshallservewithoutanycompensation. Noofficermayholdmorethanoneoffice,exceptina situation whereby no other Directors are willing to serve a vacant office. In any event, the PresidentandSecretarymaynotholdanyotheroffice.

B. TheofficersoftheAssociationshallbetheChairoftheBoard,President,VicePresident,Secretary, TreasurerandsuchotherofficersandassistantofficersastheBoardmayfromtimetotimeelect.

C. The selection of the bestqualified Association Board Officers shall be by the majority vote of the currentDirectors. TheDirectors,inexecutingtheirfiduciaryduty,willnominateindividualswho are best qualified to successfully carry out the duties of the position(s). Each candidate should possess the skills, experience, desire to serve and be willing to commit the time and energy requiredtosuccessfullyfilltheposition.(AmendedApril5,2022)

Section 2. Chair

The Chair, in addition to being called upon to fulfill their generic duties of an active Director on the Boardwillperformthefollowingspecificresponsibilitiesrequiredoftheirposition:

a) TheChair,inconjunctionwithotherBoardDirectorsandtheCommunityManager,willcreatethe agenda for all Board workshop, executive and special meetings and all regular and special membershipmeetings.

b) The Chair will preside and maintain order over all Board workshops, executive and special meetings. They also preside, maintain order overand provide a reasonable time/opportunity for Association members to ask questions and express their concerns during all regular and special membershipmeetings.

c) TheChairwill,ifthePresidentandtheVicePresidentoftheBoardarebothabsent,orintheevent they are both unable or refuse to act, assume the authority and responsibilities of the President/VicePresidentduringthistime.

d) TheChairistheBoardadvocatefortheAssociation’svolunteerCommitteesandassuchis:

i. Responsibletoorganize,supportandguideourvolunteercommittees.

ii. Collects and evaluates input from their fellow Directors based on their interactions, observationsoftheirassignedcommittees.

iii. Will ensure that all committee forwarded CMRs are properly processed, reviewed and presentedtotheBoardforneededaction.

iv. WillhostanannualmeetingofalltheCommitteeChairstoreviewpast,presentandfuture workactivities/concerns/recommendations.

(AmendedApril5,2022)

Section 3. President

The office of the President of the Board of Directors is a critical managerial position that requires strong people skills and organizational skills with excellent management and business skills. The President, in addition to being called upon to fulfill the generic duties of an active Director on the Board,istheprimarylinkbetweentheBoardofDirectorsandtheAssociationmanagementteam. As

such the President’s responsibilities include, but are not limited to, interactions with the Community Manager with regard to personnel matters, legal matters, emergencies, member concerns and policy matters established by the Board. In fulfillment of this responsibility the President, will (at least weekly) discuss concerns, exchange ideas and provide needed support. These sessions also provide the President the opportunity for observations required for the written performance review of the Community Manager. The President will also communicate with our legal counsel, as needed. The President is the Board officer responsible for investigating any and all complaints against any other Board Director(s) for any inappropriate actions/activities and if needed, ensure the correct disciplinaryactionisadministered. (AmendedApril5,2022)

Section 4. Vice President

TheVicePresident,inadditiontobeingcalledupontofulfillthegenericdutiesofanactiveDirectoron theBoard,isintheabsenceofthePresidentortheChairorintheeventoftheirinabilityorrefusalto act, designated by the Board of Directors and empowered to act and shall thereupon be vested with the powers and duties of the President/Chair. Based on the potential that the Vice Presidentcan be called upon to fill these important roles, it is important that the Vice President candidates be nominated and chosen based on their possessing strong leadership and managerial skills. It is also necessary that the Vice President have regular interactions with the President and Chair so as to be wellinformedofcriticalitems,events,etc. (AmendedApril5,2022)

Section 5. Secretary

TheSecretary,inadditiontoactivelyparticipatingingeneralBoardfunctions,dutiesandactivities,is responsible for ensuring that all the Association’s governing documents and operational process documentationiscurrentandmaintained.AstheAssociation’s“ChiefDocumentOfficer”they,working closelywiththeadministrationteamwillverifythatqualitycontrolsareinplacetoensureallrequired documentsandprocessesarecurrent,updatedandmeasured.(AmendedApril5,2022)

Section 6. Treasurer

The Treasurer of the Association is insured as per the guidelines established by the Board and the Association’ s accounting firm. The Treasurer, in addition to actively participating in general Board functions,dutiesandactivities,isresponsibleforthefollowing:

a) IncoordinationwiththeFinancialManagerandCommunityManagerwillmeetmonthlytoreview allfundsdistribution.

b) SignchecksasrequiredinconjunctionwithauthorizedBoardandstaffmembersaccordingtobest financialpractices.

c) Mustperformmonthly bank, investmentaccountandbudget performancereviews andreporton sametotheBoardatthemonthlyBoardWorkshopmeetings.

d) ShallserveastheBoard’snon-votingliaisontotheBudgetCommittee.

e) IncooperationwiththeFinancialManager,will,attheAnnualMeeting,presentananalysisofour financialstatusandfiduciaryobligations.

(AmendedApril5,2022)

Section 7. Removal of Officers

Anyofficermayberemovedwhen,inthejudgmentofthemajorityoftheBoard,thebestinterestofthe Associationwillbeservedbysuchremoval.Theofficerwillbenotifiedofhisremovalbycertifiedmail.

Section 8. Officer’s Fiduciary Relation to Association

Officers shall be deemed to stand in a fiduciary relation to the Association, and shall discharge the dutiesoftheirrespectivepositioningoodfaithandwiththatdiligence,careandskillwhichordinary prudentpersonswouldexerciseundersimilarcircumstances.

ARTICLE XII

Rules and Regulations

TheBoardofDirectorsshalladoptsuchrulesandregulationsasmaybenecessaryorappropriatefor the accomplishment of the purposes of the Association. Such rules and regulations shall become effectivewhenapprovedbyamajorityvoteoftheBoardofDirectors.

ARTICLE XIII

Saving Clause

These Bylaws shall replace any and all previous existing Bylaws of The Association of Property Owners of the Hideout, Inc., and shall not impair or affect any act done, offense committed, or substantial right accruing, accrued, or acquired, or liability, duty, obligation, penalty, judgment or punishmentincurredpriortothetimetheseBylawsoranysubsequentBylawsoramendmentthereto takes effect, butthesamemaybeenjoyed, asserted, enforced, or prosecuted asfullyandto thesame extentasiftheseBylawsoranyamendmentstheretohadnotbeenenacted.

ARTICLE XIV

Amendments

Except for spelling, grammatical, or typographical corrections, these Bylaws may only be amended upon written consent of Members In Good Standing via mailed referendum. The result of the referendum will be determined by a simple majority of the eligible ballots received by the return deadline.(AmendedApril2018)

ARTICLE XV

Amendment 1 Membership in Cooperative

The Association of Property Owners of the Hideout, Inc. (the “Association”), and all other Owners of property at The Hideout Development as defined in Article II, subsection g) of these Bylaws, shall automaticallybecomemembersofROAMINGWOODSEWER&WATERASSOCIATION,anon-profitcooperativecorporationorganizedbytheAssociation, pursuanttoaPlanofDivisionof theAssociation, forthepurposeofoperatingthesewerandwatersystemsatTheHideoutDevelopmentasdefinedin theseBylawsandDeclarationofProtectiveCovenants.(AmendedApril1,2023)

ARTICLE XVI

Indemnification

Section 1. Personal Liability of Directors

A Director of the Association shall not be personally liable, as such, for monetary damages for any actiontaken,orfailuretotakeanyaction,unless:

i. The Director has breached or failed to perform the duties of his or her office, and (Amended April1,2023)

ii. Thebreachorfailuretoperformconstitutesself-dealing,willfulmisconduct,orrecklessness.The provisionofthisSectionshallnotapplytotheresponsibilityorliabilityofaDirector,pursuantto anycriminalstatue,ortheliabilityofaDirectorforthepaymentoftaxespursuanttolocal,state, or federal law. Any repeal or modification of this Section by the Board of Directors of the

Associationshall beprospectiveonly, andshall notaffect, tothedetrimentof any Director,any limitation on the personal liability of a Director of the Association, existing at the time such repealormodification.(AmendedApril1,2023)

Section 2. Indemnification of Directors and Officers

TheAssociationshallindemnifyanyDirectororOfficeroftheAssociationwhowas,orisaparty,oris threatened to be made a party, to any threatened, pending or completed action, suit or other proceeding,ifsuchpersonis:

i. ADirectororOfficeroftheAssociation,OR

ii. Was serving in the capacity of Director or Officer at the request of the Association. Such indemnificationshallbeagainstallexpenses(includingattorney’sfees),monetarypenaltiesand damages(includingsettlementsarisingfromsuchaction),unless:

(a) The behavior which gave rise to such action is deemed by the Board to constitute selfdealing,willfulmisconduct,orrecklessness,OR

(b) Applicablelawsexpresslyprohibitsuchindemnification.

Section 3. Indemnification of Committee Members

TheAssociationshallindemnifyanymemberofaBoard-Sanctionedcommitteewhowas,oris,aparty, or is threatened to be made a party, to any threatened, pending or completed action, suit or other proceeding arising from their membership on the committee. This indemnification shall include all expenses (including attorney's fees), monetary penalties and damages (including settlements arising fromsuchaction),unless:

a) The behavior which gave rise to such action is deemed by the Board to constitute self-dealing, willfulmisconduct,orrecklessness,OR

b) Applicablelawsexpresslyprohibitsuchindemnification.(AmendedMarch31,2004)

Section 4. Payment of Indemnification

A Director, Officer or Board-Sanctioned Committee Member entitled to indemnification under these Sections of the Bylaws shall submit to the Secretary of the Association a written request for such indemnificationwithinthirty(30)daysofreceivingnoticeoflegalactionbeingbroughtagainsthimor her. A Director, Officer or Board-Sanctioned Committee Member whom the Board deems to be entitled to indemnification under these Sections shall be indemnified within thirty (30) days of the Board’sreceiptofhisorherwrittenrequest.(AmendedApril1,2023)(AmendedMarch31,2004)

Section 5. Proceedings Initiated by Indemnified Individuals

Unless specifically authorized by the Resolution of the Board of Directors of the Association and directed to do so, a Director or Officer who initiates legal action shall not be indemnified by the Association.

Section 6. Insurance

The Board of Directors shall have the power to purchase, satisfy and maintain, at the Association’s expense, insurance on behalf of the Association, and on behalf of others, to insure the obligations providedhereinorotherwise.(AmendedApril1,2023)

Section 7. Indemnification Not Exclusive

The foregoing indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, both as to action in one’s official capacity and as to action in another

capacity while holding such office, and shall insure to the benefit of the heirs, executors and administratorsofanysuchperson.

ARTICLE XVII Miscellaneous

Section 1. Personal Service Restrictions

TheAssociationcannothirethespouse,lifepartnerorothermembersofthehouseholdofaDirector orofanyCandidateforDirectorasanemployeeoftheAssociation,otherthanasatemporaryseasonal Associationemployee. (AmendedMarch31,2004)