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BY-LAWS

ARTICLE II - MEMBERSHIP AND VOTING RIGHTS

SECTION 1. Members. Every person, firm, association, corporation or other legal entity who is a record Owner or Co-Owner of the fee simple title to any Unit shall be a Member of the Association, Provided however, that any person, firm, association, corporation, or legal entity who holds such title or interest merely as a security for the performance of an obligation (including but not limited to mortgages) shall not be a member of the Association.

SECTION 2. Associate Members. Every person who is entitled to possession and occupancy of a Unit as a tenant or leasee of a Unit Owner for a period of one (1) year or more may be an associate Member of the Association, but shall not be entitled to any vote with respect to association matters.

SECTION 3. Change of Membership. Change of Membership shall be accomplished by recording in Rockingham County Registry of Deeds a deed or other instrument establishing record title to a Unit, and delivering to the Secretary of the Association, a certified copy of such instrument. The membership of the prior Unit Owner shall be thereby terminated.

SECTION 4. Rights of Membership. Every person who is entitled to membership in the Association, pursuant to the provisions of these By-laws, shall be privileged to use and enjoy the General Common Elements, subject however to the right of the Association to:

(a) Promulgate rules and Regulations governing each use and enjoyment.

(b) Suspend the use and enjoyment of the General Common Elements as provided in SECTION FIVE of this Article II; and

(c) Dedicate or transfer all or part of the General Common Elements, other that any Building in which any units are contained, as provided in Section 1(n) of Article V hereof.

SECTION 5. Suspension of Rights. The membership and voting rights of any member may be suspended by the Board for any period during which any assessment against the Unit to which his membership is appurtenant remains unpaid; but upon payment of such assessments, and any interest accrued thereon, whether by check or cash, his rights and privileges shall be immediately and automatically restored. Further, if Rules and Regulations governing the use of the Common Elements and the conduct of persons thereon have been adopted and published, as authorized in the By-laws, the rights and privileges of any person in violation thereof may be suspended at the discretion of the Board for a period not to exceed thirty (30) days for any single noncontinuous violation. If the violation is of a continuing nature, such rights and privileges may be suspended indefinitely until such time as the violation is abated. No such action shall be taken by the Board until the Unit Owner is afforded an opportunity for a hearing which is consistent with the principles of Due Process of Law.

SECTION 6. Contribution to Capital. The Board may impose upon each Unit Owner, upon the acquisition of title to his Unit, a non-refundable contribution to the capital of the Association in an amount equal to two (2) months condo fees. If imposed, payment of such fee shall be a condition precedent to membership in the Association. Any unpaid membership fee shall be deemed a lien on the Unit in the same manner as any unpaid Common Expenses attributable to such Unit.

SECTION 7. Votes. Each Unit Owner shall be entitled to such vote(s) for each Unit to which he holds title as is provided in Paragraph XIV of the Condominium Declaration. When one or more CO-Owners signs a proxy or purports to vote for his or her CO-Owners, such vote(s) shall be counted unless one or more of the CO-Owners is present and objects to such vote(s); or, if not present, submits a proxy or objects in a writing delivered to the Secretary of the Association before the vote (5) are counted. If CO-Owners disagree as to the vote (S), the vote (S) shall be split equally among the CO-Owners. Each Unit shall have only one vote.

SECTION 8. Proxies. Proxy ballots shall all be permitted with respect to all elections of Directors, and all amendments to the Articles of Incorporation, the Condominium Declaration or these By-laws, or any other matter which is to come before a meeting of the membership of the Association. Each proxy shall be in writing, signed by the Unit Owner whose vote is being cast by the proxy, or where a Unit is owned jointly, by one of the Unit Owners whose vote is being cast by the proxy, or by his or their duly authorized representative, and shall be delivered to the Secretary of the Association, or such other person as the President may designate, at least twenty-tour hours prior to the commencement of the meeting at which ballots are to be cast. Proxies may be revoked at any time prior to the opening of the polls, and no p proxy shall be voted on after eleven (11) months from its date unless said proxy provides for a longer period, not to exceed two (2) years from the date of execution.

All proxies shall be substantially in the form prescribed by the Board and if not in such form, shall be deemed to be invalid by the Board, which shall exercise its sole and absolute discretion in making such a determination.

ARTICLE III
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