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CLEARBROOK HOMEOWNERS ASSOCIATION c/o Foxfire Property Management, Inc. PO Box 1438 Concord, NH 03301 603-228-2151 Semi-Annual Association Meeting Minutes April 8, 2017 The Mountain Club at Loon 90 Loon Mountain Road, Lincoln, NH 03275 Meeting called at approximately 10:05am Present: Lisa Fall, Richard Benevento, Greg Reid, Paul Schirduan, Dan Gozdiff Nathaniel Leach and Jenna Ardine represented Foxfire Property Management Numerous Association Members Establishment of a Quorum Roll call was taken. There were 52 units represented in attendance and by proxy. Minimum Quorum of 24 in attendance was met and exceeded. The Board President declared that a quorum was met. 2016 Annual Meeting Minutes Motion was made by 129 Clearbrook Road to accept the October 2016 Annual Meeting Minutes. This motion was seconded by 1 Canoe Lane Unit 1. Voted: Unanimously in favor. Treasurer’s Report Nathaniel presented the Association’s financial report. As of February 28, 2017, there was $142,323.86 in the association’s operating account and $495,915.17 in the association’s reserve account. Overall the Association’s financials are in good shape. Nathaniel stated that the association has a healthy fiscal account. Nathaniel reported that the Accounts Receivable is looking better than it was at the Annual Meeting but there are a few accounts that still are not in good standing. Letters have been sent to delinquent owners and late fees have been assessed per the association documents at an 18% per annum. 34 Ravine Lane Unit #2 asked what the association currently has in arrears. Nathaniel responded that as of February 28, 2017 the association was $15,673.02 in arrears. Painting Schedule Gary Howe of Progressive Painting will be onsite in the next few weeks to finish up painting all the units that were not painted in 2016 and will start on 2017 schedule. Nathaniel stated that he was confident that Progressive will be able to complete all from 2016 and 2017. The rot repair contractor, Dave LeBlanc will be onsite conducting evaluations and preparing estimates in the next couple of weeks and Foxfire will be sending letters out to the scheduled units at the end of April or beginning of May. Owners will have enough notice in case they wish to hire their own contractor.

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CLEARBROOK HOMEOWNERS ASSOCIATION c/o Foxfire Property Management, Inc.

PO Box 1438

Concord, NH 03301

603-228-2151

Semi-Annual Association Meeting Minutes

April 8, 2017

The Mountain Club at Loon

90 Loon Mountain Road, Lincoln, NH 03275

Meeting called at approximately 10:05am

Present: Lisa Fall, Richard Benevento, Greg Reid, Paul Schirduan, Dan Gozdiff

Nathaniel Leach and Jenna Ardine represented Foxfire Property Management

Numerous Association Members

Establishment of a Quorum Roll call was taken. There were 52 units represented in attendance and by proxy. Minimum

Quorum of 24 in attendance was met and exceeded. The Board President declared that a quorum

was met.

2016 Annual Meeting Minutes Motion was made by 129 Clearbrook Road to accept the October 2016 Annual Meeting Minutes.

This motion was seconded by 1 Canoe Lane Unit 1. Voted: Unanimously in favor.

Treasurer’s Report

Nathaniel presented the Association’s financial report. As of February 28, 2017, there was

$142,323.86 in the association’s operating account and $495,915.17 in the association’s reserve

account. Overall the Association’s financials are in good shape. Nathaniel stated that the

association has a healthy fiscal account.

Nathaniel reported that the Accounts Receivable is looking better than it was at the Annual

Meeting but there are a few accounts that still are not in good standing. Letters have been sent to

delinquent owners and late fees have been assessed per the association documents at an 18% per

annum.

34 Ravine Lane Unit #2 asked what the association currently has in arrears. Nathaniel responded

that as of February 28, 2017 the association was $15,673.02 in arrears.

Painting Schedule

Gary Howe of Progressive Painting will be onsite in the next few weeks to finish up painting all

the units that were not painted in 2016 and will start on 2017 schedule. Nathaniel stated that he

was confident that Progressive will be able to complete all from 2016 and 2017. The rot repair

contractor, Dave LeBlanc will be onsite conducting evaluations and preparing estimates in the

next couple of weeks and Foxfire will be sending letters out to the scheduled units at the end of

April or beginning of May. Owners will have enough notice in case they wish to hire their own

contractor.

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7 Birch Unit #1 stated that their unit was painted last year but not to completion. Nathaniel asked

that they reach out to Foxfire to be put on a list for reevaluation.

144 Clearbrook stated that their home was painted in 2015 by the previous painting company and

it was done very poorly. She has brought this up at the previous annual meeting with no

rectification to date. She requested that this be rectified in 2017. Nathaniel stated that he will

meet onsite with owner to review the previous paint job and see what can be done this year to

make up for the poor job from 2015.

Tree Removal

Nathaniel stated that Foxfire keeps a tree removal list and that owners with tree concerns should

email Foxfire to have their tree added to the list. The Board and tree committee will then

evaluate the tree. Trees are removed in order of highest priority in regards to safety.

6 Ravine stated that there is a tree that has a blue X on it and he does not want that tree removed.

Greg Reid stated that the tree was marked by accident and it will not be removed this year.

Bylaw Revisions

Lisa Fall took the floor to review the changes outlined for the bylaw revisions. The current

bylaws were written 30 years ago when the HOA was established and they are extremely

outdated. Typically, vacancies, evolutions, constructs, need to be updated regularly. The idea

with the proposed updates is to put language in the documents so that can they can evolve with

time so that changes do not need to be made every few years to keep up with the times.

In order to pass, 2/3 of the quorum needs to vote in favor of the changes. The declarations will

need to be updated as well but that will require 2/3 of all owners. This update will need to be

done via postal mail.

The Bylaws outline the day to day operation of the association. It dictates the powers of the

Board and the power of the Management Company.

The Declarations outline the constitutional, specifications, standards of the association. The

Declarations are going to be reworded so that the Board will have more liberty to grant

permission to owners to make updates or changes to their own units on a case by case basis.

The Association cast their votes for the approval of the bylaws as revised. The ballots were

counted and the revisions were approved.

Open Session

34 Ravine Lane Unit #2 asked the Board if the Annual and Semi-Annual meetings could be

scheduled closer to ski season. Lisa stated that the 3rd

Saturday is easier to accommodate with

meeting venues. The meeting dates were historically scheduled before and after the ski and

winter rush so that the community could discuss the snow and winter process.

1 Canoe Unit 1 asked what the protocol should be in the event of an insurance claim such as a

fire at his townhome unit. Nathaniel stated that the first step would be to contact his own

insurance company and then the homeowner’s insurance would contact the master insurance

company. This would be covered as a combination of the homeowner policy and association’s

policy. He asked if the association inspects the smoke detectors. Nathaniel replied that the

association can inspect the smoke detectors but it would be the homeowners’ responsibility to

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repair any damaged detectors. The homeowner also stated that his yard was dug up as a part of

the NH Electrical Coop cable line project and asked that his yard be returned to its original

condition. There has been photographic evidence was sent to Foxfire in the past few months.

17 Highwood Unit #3 asked when the chimney inspections would be conducted and requested

that when they are, if the contractor could please leave a note saying that they had been in the

unit. Nathaniel stated that Foxfire will be contracting with a new vendor this year and all units

will have a note left in them as well as a report emailed and postal mailed to the unit owner.

28 Ravine Lane Unit #3 stated that the snow was not satisfactorily removed by her unit all

season. The plowing and the walkways shoveling were both subpar compared to years past.

Nathaniel apologized for the inconvenience. This year was the first winter with the new onsite

property manger and snow removal team. Next year, the property will be staked better and the

onsite manager will be provided a map so he will know where the best areas are to store snow.

There was a lot of snow this year and the onsite manager was on a learning curve.

15 Highwood Road Unit #1 concurred that the snow removal was terrible this year. Rich

Benevento stated that the Board hears the concerns of the community and has personally

experienced issues themselves this season. He reiterated that next year there will be a map

provided to the onsite manager so he will know the best places to store snow. He will be sure to

pre-treat the roads liberally with sand and salt.

17 Highwood Rd Unit #3 stated that there is a sink hole that was staked and coned and was not

plowed all season. Nathaniel stated that Lincoln Excavating has been out to evaluate. The catch

basins are on the list of items to be addressed this year. Foxfire will be doing an assessment for

erosion as part of the annual maintenance.

17 Highwood Rd Unit #3 mentioned that they have major concerns with the ice coming off their

roof in the winter and landing on the walkway. The walkway is now breaking up and needs to be

relocated.

15 Highwood Unit #1 stated that there was an electrical box was hit the unit. Nathaniel stated

that he will be doing a site walk in next couple weeks and will notify the NH Electrical Coop.

Nathaniel mentioned that the association website should be available soon. Owners will have the

opportunity to create their own log in and access association documents.

Motion to adjourn made by 1 Canoe Road Unit 1, 15 Highwood Road Unit 1, all in favor.

Meeting adjourned at 11:16am.

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CBHOA: By-Laws © M.J. Clarke - 10 -

PART B

BYLAWS: CLEARBROOK HOMEOWNERS' ASSOCIATION (Approved by Membership, April 8, 2017. Significant changes in blue. Significant deletions in strikethrough.)

1. General Provisions 1.1. Application. The management and administration of that residential development located in Lincoln, New Hampshire, known as Clearbrook, shall be regulated and governed by these Bylaws. All present and future owners of any interest in Clearbrook, including the Association, and all visitors, tenants, occupants or persons who in any way use any of the facilities of Clearbrook, shall hold such interest, visit, lease, occupy or use said facilities, shall be subject to these Bylaws. These Bylaws shall automatically apply to any property which may be added to Clearbrook upon the recording by and at the sole discretion of the Association, in the Grafton County Registry of Deeds of an instrument submitting such additional land to the Declaration of Covenants, Reservations, Restrictions and Easements, dated January 4, 1999, and recorded in the Grafton County Registry of Deeds at Book 2372, Page 0075, as amended from time to time (the “Declaration”). The acceptance of a deed, execution of a lease or an act of occupancy or use which relates to any land, buildings or facilities situated in Clearbrook shall constitute acceptance by the owner that these Bylaws and the Declaration of which they are a part are effective and binding upon him, his heirs, successors and assigns. 1.2. Purpose. In keeping with the concept of Clearbrook as a mountainside village in the natural setting of the White Mountains, it is the purpose of this Association to provide, care for and maintain the parks, common lands, roads and streets situated within Clearbrook, to make, alter and repeal rules and regulations governing the use of said facilities; to amend and repeal restrictions, covenants, conditions, easements and obligations on a uniform basis to protect and enhance the value, appearance, beauty and desirability of the community; to raise money by assessments upon the members hereof, or to borrow the same in order to accomplish the purposes of the Association; to collect said assessments by the filing of liens and/or actions or petitions in court; to enforce such rules, regulations, covenants, easements servitudes, conditions and obligations by court or other appropriate actions; and in general to do such things that are suitable and/or necessary to promote the fair, efficient management and regulation of Clearbrook so as to promote a congenial, valuable, attractive and pleasant residential community in a natural mountainside setting now and in the future. 1.3. Definitions. Words and terms used herein shall have the meaning ascribed to them in that section of Part A (Declaration of Covenants, Reservations, Restrictions and Easements) which is headed "Definitions".

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1.4. Membership. The membership of this Association shall consist of, and be limited to, owners of units in Clearbrook. In the event a unit is owned by more than one person, then the membership relating thereto shall be held in the same names and in the same manner as the unit. 1.5. Severability. The invalidity of any portion or portions of these Bylaws shall not cause any other portion hereof, or of the Declaration to be invalid or unenforceable. 1.6. Construction. These Bylaws shall be interpreted liberally so as to give effect to and to assist and aid in the implementation of the overall concept and plan for the management and government of Clearbrook. 1.7. Amendment. Any provision hereof may be amended by a majority of the votes represented and cast at a duly held meeting of the members of the Association, provided a written copy of the amendment has been provided with the notice of the meeting. Such amendment shall become effective upon recording a copy thereof duly attested by the Secretary of the Association, in the Grafton County Registry of Deeds.

2. Board of Directors 2.1. Composition. The powers and duties of the Association shall vest in a Board of seven directors, all of whom shall be members in good standing (as that term is defined in Section 4.5.4, below) of the Association, or, in the event of a corporate member, a director or officer of a member. 2.2. Election.

2.2.1. Directors shall be elected by the members at the annual meeting of the Association. 2.2.2. Directors shall serve for three years except where the election is to fill the balance of a term in which event the election shall be for the balance of the term. 2.2.3. Members having served six (6) consecutive years as a director or an officer are not eligible for election to another consecutive term as a director or an officer.

2.3. Vacancies.

2.3.1. A vacancy shall occur when a Director ceases to qualify for membership in the Association, or dies or resigns or is removed as a Director by vote of the membership, or by order of any Court having jurisdiction in the matter, or an election for a vacancy occurs and no member agrees to serve. 2.3.2. Whenever a vacancy on the Board exists, the remaining Directors shall appoint a member to serve as a Director until the next annual meeting of the Association at which the members shall elect a person to complete any unexpired portion of the term. Such vacancy

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may be filled by a member who would otherwise be ineligible under section 2.2.3 of the By-laws.1 In the event all positions on the Board are vacant, the members shall fill said vacancies. 2.4. Removal. Any Director can be removed by two thirds of the vote cast at any annual or special meeting of the members of the Association, notice of the time and subject of which has been mailed to all members at least 20 days (including weekends and holidays) prior to the date thereof. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. A director who chooses not to attend the meeting or elects not to be heard at the meeting waives that Director’s opportunity to be heard. The members shall immediately fill such vacancy following such removal. If they should fail to do so, such vacancy may be filled by a majority vote of the remaining Directors. Such Director, if selected by the Directors, is to serve until there is a special meeting called to elect a new Director to replace the Director appointed by the Directors or the next annual meeting whichever shall first occur.

2.5. Voting.

2.5.1. Each Director shall have one vote, and the Board shall transact its business by majority vote, provided a quorum is present. A quorum shall consist of a majority of the Directors.

2.5.2. The Board may act in the absence of a quorum, if all the Directors not present assent in writing to the action taken by signing a copy of the minutes of the meeting, which is then filed with the Secretary. 2.5.3. The Board may act without a meeting if all the Directors sign a record of the action taken, which is then filed with the Secretary.

2.6. Meetings. The Board shall determine the times and places of its meetings. The President of the Association or two Directors may call a meeting. Notices of all meetings shall be mailed by mail, electronic mail or telephone to each Director at least seven days prior to the date thereof. Notice is waived by any Director who attends the meeting or who waives the same in writing. Such notice shall include the time, date, place and agenda for such regular meetings. No notice shall be required for a regular meeting held immediately after, at the same place, as the annual meeting of the Association. Any materials distributed to the Board of Directors for any regular meeting shall be made reasonably available to the members, except for copies of unapproved minutes or matters that are considered in an executive session. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority 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, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business, which might have been transacted at the meeting as originally called, may be transacted without further notice. Any and all meetings of the Board of Directors may be by telephone, video or other conferencing process utilized by the Board, provided that the requirements of these By-Laws are met. Any action by the Board of Directors required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board of Directors shall

1 This allows the Board to perpetuate itself by appointing Directors who have exceeded the term limit in 2.2.3.

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individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. 2.7. Powers.

2.7.1. The Board shall have all the powers and duties of the Association provided by law, the Declaration and these Bylaws, as well as any and all other powers necessary to or convenient to accomplish the purposes of the Association.

2.7.2. Without limiting the generality of subsection 2.7.1 above, the Board:

2.7.2.1. Manager. May employ a Property Manager or a Managing Company (hereinafter Manager), which Manager may perform such duties as are assigned to the Manager, at all times under the direction of the Board of Directors (See 5.2.). 2.7.2.2. Architectural Review. Shall review the style, appearance and siting of all structures proposed for Clearbrook to ensure compatibility with the style, appearance and value of existing structures and with the architectural scheme and concept of Clearbrook as set forth by the architects and land planners who designed the same; and may employ architects and planners to make such review and render such decision. 2.7.2.3. Common Land Maintenance. Shall provide for the performance of all maintenance of the common areas and facilities, including snow removal, landscaping, conservation practices, wildlife management, trash removal and any other services directed by majority vote of the members present and voting at a duly held meeting. The Board shall also have the authority to grant easements, permits and licenses for the use of any common lands or facilities of Clearbrook, as well as approval, permission or consent required of the Association under Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.17, 3.21, 3.22, 3.24, 3.25 and 3.26 of Article 3 of the Declaration. 2.7.2.4. Structural Maintenance. May provide for the maintenance of the outside surfaces of all structures in Clearbrook necessary to keep each one in good appearance and repair and to insure that the outside of no unit of a townhouse or single unit house will be maintained or repaired in a fashion that will impair or destroy the integrity or unity of the structure. Upon notice from an owner, the Association may permit the owners of a structure in Clearbrook to perform such maintenance and repairs on such terms and conditions and with such limitations as the Board determines are consonant with the intent, goals and purposes of the Declaration. Approval from the Board of Directors must be received by an owner before performing such maintenance and repairs. If the Board expends funds in the maintenance or repair of unit, the Board may assess the unit ownership for the cost thereof. The Board may secure and perfect a lien on the unit to secure payment of the expended funds together with reasonable attorney's fees and collection costs. Painting or staining the exterior surfaces of units is to be arranged by the Board. Costs are to be included in the annual operating budget (see 6.2.1). The Association shall not, notwithstanding the provisions of this subsection, have any obligation to commit the funds of the Association to such repairs, or the credit of the

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Association to contracts for such work, but may require individual owners to post the funds necessary to complete work on the exterior of a Unit Owner's Building in advance or to furnish other satisfactory proof that such funds are available to the Association either by the Assignment or Escrow of Insurance proceeds or other funds in such manner as is satisfactory to the Board of Directors. 2.7.2.5. Law Suits. May institute lawsuits on behalf of the Association and employ legal counsel as necessary to properly accomplish the purposes of the Association. 2.7.2.6. Accounting Services. May employ accounting services necessary to properly accomplish the purposes of the Association. The Board of Directors shall annually, and other times when the Board deems necessary, contract for an Audit of the Association's books and records, such audit to be of such nature as the Board of Directors shall determine. 2.7.2.7. Equipment. May purchase such equipment and other personal property as is necessary to properly accomplish the purposes of the Association, subject to the provisions of subsection 2.7.3 below. 2.7.2.8. Insurance. Shall purchase Fire Insurance with extended coverage covering constructed improvements which are common facilities of the Association in the full replacement value thereof, as determined by an appraisal of such assets, worker’s compensation insurance as required by law, public liability insurance which shall insure the Association, its Officers, Directors, Agent and Servants against liability in the amount of at least $2,000,000 each occurrence and at least $1,000,000 each person including without limitation, property damage; there shall also be an umbrella policy of at least $3,000,000 also insuring Officers and Directors Insurance and including non owners Insurance on vehicles; and any other insurance as the Board may determine. (Also see 2.7.4) 2.7.2.9. Rules and Regulations. May make, amend and repeal Rules and Regulations Governing the use of the Common Land and Facilities of the Association, which rules and regulations shall become effective and binding when enacted by the Directors. However such rules and regulations may be amended or repealed at any subsequent special or annual meeting of the members of Association, provided that notice first be given of the intention to amend or repeal any Rule or Regulation to the Board of Directors and Officers who shall include such notice in the notice of such special or annual meeting. Without limitation such power to regulate shall include the power to assign parking spaces, otherwise regulate parking and the use and speed of Motor Vehicles and to fine offenders for the violation of such rules and regulations as well as the breach of the provisions of the Declaration. Copies of all such Rules and Regulations shall be furnished each member and also all renters through inclusion in leases or rental agreements, and other publications. 2.7.2.10. Contracts. Shall enter into contracts each year on behalf of the Association for the inspection of all fireplaces and chimney flues and cleaning of smoke detectors in all buildings of Clearbrook during the year. This inspection and any needed repair and cleaning will be billed to the homeowner.

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2.7.2.11. Construction Bonds. Shall require all persons undertaking any construction within Clearbrook to furnish security in the form of cash, surety bond or letter of credit, as the Board shall determine, in such amounts as the Board shall deem appropriate to secure the repairs of all damages to the roads, drainage facilities, utilities, landscaping and any and all other common areas and facilities proximately resulting from such construction. 2.7.2.12 Budgets and Assessments. Prepare an annual budget, in which there shall be established the assessment of each owner for the common expenses of the Association and any special assessments for the expenses to the common lands of Clearbrook, as well as make assessments (including special assessments) against the members to defray the expenses related to the common lands on Clearbrook, establishing the means and methods of collecting such assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to carry out administration of the Association.

2.7.3. Contracts and Purchases. In the absence of approval by the Association, the Board shall have no power to expend in excess of $25,000.00 in the year 2002 for the acquisition of personal property, or for capital improvements. For each successive year after 2002, the spending authority of the Board granted in this section shall be increased to reflect any proportionate increase in the cost of living based on the “Consumer Price Index” (CPI-U) for the Northeast as published by the Bureau of Labor Statistics of the United States Department of Labor. The increase shall be determined by the Association’s accountants. Notwithstanding the other provisions hereof, in the event of an emergency involving public health, safety of property and/or human beings, the Board shall in its discretion be permitted to contract for and have carried out such work as may be necessary to rectify such unsafe or unhealthful conditions by approval of the Board. In any situation where the damage is insured against either by the Association or an individual and funds other than funds collected from Association members are available to effect such repairs or improvements as are necessary, the Board shall also be permitted to act, but in all such instances notify members of the problem, the action taken, the cost thereof and the funds used or to be used to defray the cost thereof. In the event of fire or other casualty which shall destroy in whole or in part the exterior of any structure, such structure whether owned by the Association or a member shall be restored as elsewhere set forth in these Bylaws as soon as possible. 2.7.4. Unit Insurance. Each member shall be obligated to keep his own unit and any appurtenant real property insured in full replacement cost of such property with extended coverage. Should a loss by fire or other casualty occur to the real property of such members in such manner that the Association is charged with its repair or replacement as to the exterior or shell of said property, each such owner shall be obligated to escrow such funds with the Association to complete the portion of the replacement which shall be the obligation of the Association. The Association shall be made an assured on such contract of Insurance in accordance with the provisions of the By Laws, and as its interest may appear. If the Homeowners Insurance Company refuses to make the Association an additional insured party on such contract of Insurance, the owner will provide written proof of such refusal from the Homeowners Insurance Company to the Association. In any event Clearbrook shall be entitled to an equitable lien on such funds to the extent necessary for the Association to fulfill its obligations, thereunder. Unless such funds are so made available to the Association, it shall have

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no obligation to proceed with such repairs or replacement until funds are made available. (See 2.7.2.8. and 2.7.2.4.) Upon request by the Board, a unit owner shall produce evidence of insurance in compliance with this section. 2.7.5. Termination of Common Privileges. The Board, on behalf of the Association, shall have the power, to terminate a unit's common privileges and cease supplying such unit with any and all services normally supplied or paid for by the Association. Said termination shall be pursuant to a vote of the Board, and all privileges and services shall be restored upon payment of all assessments.

2.8. Indemnification. The members of the Board of Directors, shall not be liable to the members for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The members shall indemnify and hold harmless each of the Directors from and against (a) all liability to others arising out of contracts made or action taken or omitted on behalf of the members unless any such contract shall have been made, or action taken or omitted, in bad faith, due to willful misconduct, or contrary to the provisions of the Declaration, these By-Laws or New Hampshire law, and (b) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred by such Director in connection with any threatened, pending, or completed action, suit or proceeding unless he or she acted in bad faith, was guilty of willful misconduct or acted contrary to such provisions. It is intended that the members of the Board shall have no personal liability (except as members) with respect to any contract made or action taken or omitted in bad faith, due to willful misconduct or contrary to such provisions. Every written agreement made by the Board of Directors or by a Manager on behalf of the Association shall, if obtainable, provide that the Board of Directors, or the Manager, as the case may be, are acting only as agents for the members and shall have no personal liability thereunder (except as members). No officer or director shall be exempt from or entitled to indemnification against liability for his own private tortious conduct against the person or property of another. 2.9. No Authority. The Board of Directors shall not have the authority to:

(a) Amend the Declaration; or (b) Amend these By-Laws; or (c) Terminate the Association

2.10 Compensation. Unless waived annually at a duly called and properly noticed meeting of the Association, no Director or Officer shall receive any compensation directly from the Association for acting in such capacity and shall not in any other way benefit financially from services rendered to or on behalf of the Association.

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3. Officers 3.1. The officers shall consist of a President, Vice-President, Treasurer, and Secretary.

3.1.1. President. The President shall act as chief executive officer of the Association and shall preside at all meetings of the Association. He shall be a member of the Board.

3.1.2. Vice-President. The vice-president shall assist the President in the discharge of his duties and shall preside at all meetings in the absence of the President. He may be a member of the Board. The Vice President shall assume the duties of the President, if the President dies, resigns or, notwithstanding any other provisions hereof, is removed by the Board of Directors, or becomes disqualified to act as an Officer of the Association or is unable to act because of physical or mental incapacity.

3.1.3. Treasurer.

3.1.3.1. Duties. The Treasurer shall have charge of all funds of the Association and perform such other duties as directed by the Board. He may be a member of the Board. He shall keep and maintain books and records relating to the financial affairs of the Association; he shall maintain such bank accounts as are approved by the Board, and render a report relating to the same at the annual meeting; he shall submit to the Board a proposed budget for operation of the Association during the forthcoming year in time for the Board to review the same prior to the annual meeting.

3.1.3.2. Budget. The proposed budget shall be submitted to the Board on or before September 1st of each year. It shall include, in addition to such sums deemed necessary to operate the Association for the current year, all amounts necessary to make up any deficits for the year just ended; amounts in excess of any insurance proceeds required for repair and restoration, reasonable reserves for contingencies and of a unit as provided in §6.6 of these Bylaws. It shall include the dollar amount of the proposed assessment to be levied against a member for each improved and/or each unimproved unit which he owns.

3.1.3.3. Bonding. Directors authorized by the Board to deal with the Association's receipts, funds and properties in any way including without limitation the signing of checks, and the deposit or expenditure of funds, shall be bonded in the full amount of the current years proposed budget. 3.1.3.4. Checks, Withdrawals, Transfers and Contract Signatures. Checks and contracts may be executed and delivered for and on behalf of the Association, and Association funds may be withdrawn or transferred from or among its accounts in one of the following ways:

(a) For expenditures of Twenry Five Hundred Dollars ($2500.00) or less, the Manager, acting singly, is authorized to sign and deliver checks or withdraw/transfer funding from Association accounts for the payment of such expenditures. Additionally, any two officers, acting jointly, and so authorized by the Board of Directors may also sign and deliver such checks or withdraw/transfer

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funding from Association accounts for the payment of such expenditures on behalf of the Association.

(b) For expenditures above Twenty Five Hundred Dollars ($2500.00), the Manager, acting singly, is authorized to sign and deliver such checks or withdraw/transfer funding from Association accounts for payment of such expenditures, provided each such expenditure is authorized by the Board. Likewise, the Treasurer, acting jointly with the President, may sign and deliver such checks or withdraw/transfer funding from Association accounts for payment of such expenditures, provided each such expenditure is authorized by the Board.

(c) The Association's contract with such Manager shall specifically designate the

authority of the Manager, described above.

(d) No single officer shall have authority to sign checks or other authorizations for the withdrawal or transfer of funds of the Association from its accounts, including without limitation. withdrawals, transfer orders or voice authorization.

(e) For contracts obligating the Association in the amount of Twenty Five Hundred

Dollars ($2500.00) or less, the Manager, acting singly, is authorized to sign and deliver such contracts on behalf of the Association. For contracts obligating the Association in excess of Twenty Five Hundred Dollars ($2500.00), the Treasurer, acting jointly with the President, or the Manager, acting singly, is authorized to sign and deliver such contracts on behalf of the Association, provided each such contract is authorized by the Board. Such authority is subject to Section 2.7.3 of these By-Laws.

3.1.4. Secretary. The Secretary shall maintain records of all meetings of and actions by the Board and the Association. He shall keep all records, documents and other papers of the Board and of the Association. He may be a member of the Board. The Secretary may also serve as Treasurer. At the election of the Board of Directors, such minutes may be provided electronically or published on any website for the Association, in which case the members shall be provided with the website address for the Association.

3.2. Removal. The officers shall serve at the pleasure of the Board and may be removed by the Board. 3.3. Election and Term. The officers shall be members in good standing (as that term is defined in Section 4.5.4 below) in the Association or spouse of members and, except as provided by subparagraphs 3.4 and 3.5 hereof, they shall be elected by the Board of Directors following the annual meeting of the Association for a term of one year or until their successors are chosen and qualified. 3.4. Term Limit. Members having served six (6) consecutive years as a director or an officer are not eligible for election to another consecutive term as an officer or a director.

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3.5. Vacancies. Should there be any vacancy in any office either by death, resignation, removal or disqualification of any nature during the term of such office, or should an election for a vacancy be called and no member agrees to serve, the Board of Directors may appoint a successor to serve until the next annual meeting at which time the normal election of officers by the members shall take place. Such vacancy may be filled by a member who would otherwise be ineligible under Section 3.4 of the By-Laws.2 3.6. Indemnification. Officers shall be indemnified and held harmless to the same degree as Directors. See §2.8 hereof.

4. Meetings 4.1. Annual and Semiannual Meeting.

4.1.1. The annual meeting of the Association shall be held on the third Saturday of October and the semiannual meeting of the Association shall be held the third Saturday of April, in Lincoln, New Hampshire, or at such other place or time (which shall not be more than 20 days before or after said date) as the Board shall direct.

4.1.2. At the annual meeting, the Association shall elect directors and officers as required by these Bylaws, approve the operating budget for the coming year, and transact any other business of the Association. 4.1.3. At the semiannual meeting, the Association shall take up any business, other than the election of directors and officers and approval of an operating budget, as may have arisen since the annual meeting or may otherwise be brought before the Association. 4.1.4. Within 30 days of each of the annual and semiannual meetings, the President shall cause a copy of the minutes thereof, including a copy of the budget adopted at the annual meeting, to be mailed to each member.

4.1.5. At the annual meeting the Association shall elect directors and officers as required by these Bylaws, approve the operating budget for the coming year and transact any other business of the Association.

4.2. Special Meetings. Special meetings of the Association may be called at any time by the President, a majority of the Board or those members who have one-third of the total voting power of the Association. No business shall be transacted at a special meeting except as stated in the notice. 4.3. Notice. Written notice of all meetings shall be provided by first class mail, hand-delivery or electronic mail (as each member may have designated by notice in writing to the Secretary) to each member at least 20 days prior to the date thereof. If a member has not designated the form of notice, then notice by first class mail shall be acceptable. Said notice shall state the date, time and place of the meeting, as well as the matters to be considered thereat. 2 This allows the Board to perpetuate itself by appointing a director, whose term has expired, to fill a vacancy.

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4.4. Quorum.

4.4.1. The presence of 10% of the total voting power of the members in person or by proxy at any meeting shall constitute a quorum. The Association shall conduct its business by majority vote of unit owners attending in person or by proxy.

4.4.2. In the absence of a quorum, a majority of the members present may adjourn the meeting to a time not more than 30 and not less than 10 days after the date of the original meeting. At said adjourned meeting, proxies received up to the date thereof shall be counted and the quorum shall be 10% of the total voting power of the members in person or by proxy.

4.4.3. The President shall cause notices of said adjourned meeting and the reasons therefor to be mailed to all members at least seven days before the date thereof.

4.4.4. Notices are waived by those who are present in person or by proxy and by anyone who expressly waives notice.

4.5. Voting.

4.5.1. Each unit shall be entitled to one vote, which shall not be subdivided.

4.5.2. Ownership of all Units shall be determined on the basis of Record Title as shown in the Grafton County Registry of Deeds. 4.5.3. The Association shall be entitled to vote with respect to each unit owned by it. 4.5.4. Only those members who are in good standing shall be entitled to vote at the meeting. In

addition, only those members who are in good standing shall be permitted to offer motions, seconds to motions of others' nominations or otherwise participate in the parliamentary procedures of any Association, Association committee or Board meeting, or serve as an officer or director of the Association. "Member in good standing" means that the member is not more than 31 days past due on any regular or special assessment as of the date of any meeting, nor has the member been placed on written notice that the member is in default of any other of the terms, covenants and conditions of these By-laws, the Declaration or any rule or regulation of the Association. Only those units owned by members who are not more than 31 days past due on all regular and special assessments as of the date of any meeting shall be entitled to vote at the meeting. In addition, no unit, which is more than 31 days past due on all regular and special assessment, shall be permitted to offer motions, seconds to motions of others, nominations or otherwise participate in the parliamentary procedures of the meeting

4.5.5. The Board is entitled to establish reasonable rules and regulations governing the use and

authenticity of any proxies.

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5. Resident Agent and Manager. 5.l. Resident Agent. The Board shall appoint a resident of New Hampshire as agent for the Association to receive service of civil process. Such agent shall serve until his successors are chosen and qualified. 5.2 Manager. (See 2.7.2.1)

5.2.1. Authority. The Manager shall only have authority to bind or contract for the Association where and as directed by the Board of Directors. Such Manager shall at all times consult with the Board of Directors with regard to any contracts in excess of $2500.00 and shall submit all contracts for approval by the Board of Directors. 5.2.2. Bond. Such Manager, and any and all employees, officers, servants and agents of Manager who at any time has access to the funds or property of the Association shall be bonded in an amount which shall be at least equal to the total current annual budget of the Association in a Bonding Company having an A Rating with A Best and Company at all times satisfactory to the Board of Directors of the Homeowners Association. A copy of such Bond or Bonds shall at all times be in the hands of the Board of Directors. If possible the Board of Directors shall require such Bonding Company to give the Board of Directors notice of such cancellation. It shall be a condition of, whether or not such provision is written in the Manager's contract that should a Bond at any time be canceled, or become unsatisfactory to the Association's, then counsel, that the Board shall have a right to cancel such Manager's contract with the Association without any liability to Manager, unless a new bond satisfactory to the Board is immediately provided. 5.2.3. Check Signatures. A Manager may be permitted to sign checks (or other authorizations to pay money) in behalf of the Association, but only if such checks are countersigned by the Treasurer or any other Association Officer or Director authorized to sign with the Manager in behalf of the Association. Each depository of the Association shall be so advised.

6. Assessments and Liens 6.1. Accounting Period. The fiscal year of the Association shall be the twelve (12) month period ending October 31st. 6.2. Liability for Expenses.

6.2.1. Except as provided in §6.4, all expenses of the Association shall be allocated among the members. The amount allocated to an unimproved unit shall be 50% of the amount allocated to an improved end unit. The amount assessed to a middle unit shall be 95% the amount allocated to an end unit. The amount assessed to a free standing single unit and Dartmouth units shall be 110% the amount allocated to an end unit.

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6.2.2. This section shall not be amended except upon a vote of 75% of the total voting power of the members.

6.3. Regular Assessments.

6.3.1. Each member's share of the current year's budget as adopted by the Association shall be assessed to the members as of November 1st of each year. If the assessment proved insufficient, the Board may at any time levy a further assessment upon the members in the same proportions.

6.3.2. Each member shall be personally liable for the payment of all assessments made against him, which shall be due and payable in 12 equal installments beginning the first of May, or in such for assessment by waiving or abandoning his use or enjoyment of the Common Area or Facilities or of his unit.

6.3.3. Failure of the Board or Association to determine assessments for a 12 month period in the manner prescribed above shall not be interpreted as a waiver or amendment of those provisions, nor a release of a member of his obligation to pay assessments, but the assessment for the preceding 12 months shall continue, and installments shall be due thereon, until a new assessment is fixed.

6.3.4. This Section shall not be amended except upon a vote of 75% of the total voting power of the members.

6.4. Special Assessments.

6.4.1. The cost of maintenance and repairs performed as required by §2.7.2.4 shall be wholly assessed to the members who own the units affected by such work. Each such member shall be assessed for the actual cost of the work performed on his unit. In the event of an entire townhouse requires other than normal painting, each member who owns a unit in that townhouse shall be assessed that proportion of the total painting cost as the outside painted surface of the entire townhouse. The same scheme shall be followed in the event the entire roof of a townhouse must be repaired. 6.4.2. In the event a structure is destroyed in whole or in part by fire, windstorm or other casualty, the Association shall remove said debris and assess the cost thereof to the owner or owners thereof in that ratio as the work done relates to the various units affected thereby.

6.4.3. Payment of such assessments is due 30 days after a statement therefor is rendered.

6.4.4. This Section shall not be amended except upon a vote of 75% of the total voting power of the members.

6.5. Effect of Non-Payment.

6.5.1. All assessments and each installment thereof are a separate, distinct and severable personal obligation of the members against whom they are assessed.

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6.5.2. Any such assessments or installments not paid when due, plus interest at 12% per annum, and all costs of collection, including reasonable attorney's fees, are a lien upon the property owned by the defaulting member. Notice of this lien shall be recorded in the Grafton County Registry of Deeds by the Association, which notice shall indicate the identity of the member who owns the unit, the unit of the unpaid assessments and/or installments, the unit or units burdened, and a reference to the Liber and Folio of the Grafton County Registry of Deeds. 6.5.3. The Association may foreclose said lien in the same manner as a power of sale mortgage. In any such foreclosure sale, the proceeds shall be charged with the costs and expenses thereof, including reasonable attorney's fees. The Association may purchase at any such foreclosure sale and may hold, lease, mortgage or sell any property acquired thereat. 6.5.4. Upon foreclosure of said lien against any member, he shall immediately vacate, quit and deliver up the premises to the Association. If said member fails to do so, he shall be liable for reasonable rental in addition to all costs, including reasonable attorney's fees, necessary for the Association to obtain possession of the premises. 6.5.5 Said lien shall be subordinate to any duly recorded first mortgage on the premises. 6.5.6. If a member fails to pay common assessments for a period of ninety (90) days after they come due, the Board of Directors may terminate the unit's common privileges and cease supplying such unit with any and all services normally supplied or paid for by the Association. These services shall be restored upon payment of all assessments.

6.5.7. After a period of one hundred and twenty (120) days in which an owner's dues to the Association have been in default, the Association may appoint a receiver to collect rents and profits as well as take possession of the unit in order to re-let the unit for the benefit of the Association.

6.6. Certificate of Payment. The Association shall issue on request of an owner a certificate of payment or non-payment of assessments as to his unit. 6.7. Surplus. Any surplus shall be retained by the Association and applied toward the next year's expenses or applied to reserve funds. 7. Property Maintenance 7.1 By the Board of Directors. Except as otherwise provided in these By-Laws, the Board of Directors shall be responsible for the maintenance, repair and replacement (unless necessitated by the negligence, misuse, or neglect of a member, or a person gaining access with said member's actual or implied consent, in which case such expense shall be specifically assessed to such member), of all of the common lands and facilities of Clearbrook, whether presently existing or hereafter created or constructed, the cost of which shall be charged as a common expense to members. The cost of any item of maintenance, repair, or replacement which is incurred by or benefits only one or more of the units, but not all units, shall be specially assessed against such unit or units, and not against all

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units as a class. 7 .2 By the Member. Except for any portion of a unit required above to be maintained, repaired or replaced by the Board of Directors, each member shall be responsible for the maintenance, repair and replacement, at his or her own expense, of his or her unit, and any part thereof. Each member shall be responsible for performing the normal maintenance for any unit, including any areas covered by licenses, easements or permits granted to the member, and areas appurtenant to his or her unit, including keeping it in a clean and sanitary condition and free and clear of snow, ice and any accumulation of water, and shall make, at his or her own expense, all repairs thereto, beyond normal maintenance, caused or necessitated by his or her negligence, misuse or neglect. In addition, each member shall be responsible for all damage to any and all other units or to the common lands and facilities resulting from his or her failure to make any of the repairs required to be made by this section. Each member shall perform his or her responsibility in such a manner as shall not unreasonably disturb or interfere with the other members. Each member shall promptly report to the Board of Directors or the Manager any defects or need for repairs for which the Board of Directors is responsible. If any member fails to discharge any duty imposed by this subsection. or pay for any damage caused by such failure, the Board may, after sixty (60) days written notice or reasonable notice in an emergency, itself discharge the duty or pay for the damage and specially assess the expense against the member. 7 .3 Rights of Access. A member shall grant a right of access to his or her unit to the Board of Directors or the Manager, or to any other person authorized by the Board for the purpose of making inspections or for the purpose of correcting any condition originating in his or her unit and threatening another unit or the common lands and facilities or for the purpose of performing installation, alterations, or repairs to the mechanical or electrical services located within the common lands provided that notice of such entry is given to the member and occupants in advance and that any such entry is at a time reasonably convenient to the member. In case of any emergency, such right of entry shall be immediate, whether the member is present at the time or not. 7.4 Action After Fire or Casualty. In the event of damage to any portion of Clearbrook by fire or other casualty, if a master casualty policy of insurance is in place, the proceeds therefrom shall be used to repair, replace, or restore the portions of any unit(s) for which the Association is responsible, any facilities in the common lands damaged, unless the members vote not to repair, replace or restore the same. In the event individual policies of Insurance have been procured by the members with respect to their units, then in the event of damage to any such unit(s) by fire or other casualty, the proceeds of such policies shall be used to repair, replace and restore the unit(s) and related improvements.

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Amended: 24 Nov 81 L-1435, F-610, #1286, 1287, 742 (Revised three envelopes) 7 Jan 82 L-1437, F-912, #1308 (Additional land from Green Acre Woodlands, Inc.) 23 Mar 82, L-1441, F-975 #1331, 1332 18 Nov 82 L-1459, F-335, #1459 27 Dec 82 L-1462, F-481, #1593 (Revised envelope 119) 26 Apr 83 L1469, F-794, #1740 (Clearbrook II plan) 8 Sep 83 L-1482, F-131, #1935 (Revised envelope 101) 6 Jun 1984 L-1508, F-003 (Change in no. of units) 13 Mar 89 BK 1795, PG 430 (10% quorum & meeting dates) 27 Nov 89 BK 1834, PG 0682 (Require construction bonds) 22 May 1992 BK 1969, PG 0208-0220 (Replacement of partners, added Directors, Property Mgr) 1 Aug 1996 BK2210 PG 0458-0480 (Complete Revision) 9 Nov 1999 BK-2425 PG-0049 (Composition of Board) 19 Apr 2002 BK-2660 PG-0414 ($25K limit, members in good standing vote) 5 Jun 2003 BK-2830 PG-0870 (Annual meeting dates) 1 July 2014 BK 4966 PG-0839 (Revised envelope 116) 28 April 2017 BK 4280 PG-629 (Bylaws Revision)

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PART C

DESCRIPTION OF CLEARBROOK 1. Description. The premises comprising Clearbrook and made subject to this instrument are those shown on a plan entitled "Clearbrook" prepared by Gordon E. Ainsworth & Associates, Inc. dated September 12, 1980, to be recorded in the Grafton County Registry of Deeds simultaneously herewith, which is incorporated herein and made a part thereof by reference. 24 Sept 80, Liber 1406, Folio 418, Plan #742. Clearbrook Homeowners Association By: Kenneth Gropper, President Michael J. Clarke, Secretary STATE OF NEW HAMPSHIRE Grafton, ss. Personally appeared Kenneth Gropper and Michael J. Clarke, who acknowledged themselves to be President and Secretary of the Clearbrook Homeowners Association, and acknowledged that they executed the foregoing instrument for and on behalf of said partnership for the purposes therein contained, before me, this 22nd day of July, 1996. ___________________________ ___________________________ Received and recorded: . IN WITNESS WHEREOF, The Clearbrook Homeowners Association has caused this instrument to be executed for and on its behalf by its Board of Directors, this 22nd day of July, 1996. STATE OF NEW HAMPSHIRE Grafton, ss. Amendment 1 (§2.1, 3.3 and 3.5) filed November 9, 1999 .

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APPENDIX A

CLEARBROOK HOMEOWNERS’ ASSOCIATION

Single Units: 101 102 103 104 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 Dartmouth Units: 3W 11W 21S 22S 23N 26W 27W 29W 30W 39W 72E 76W 91W 105 106 Middle Units: 1M 7M 11M 12M 13M 39M 40M 41M 42M 43M 46M 47M 51M 54M 57M 59M 61M 64M 66M 67M 73M 76M 78M 79M 83M 84M 86M 87M 93M 94M 96M

End Units: 1E 1W 3E 4E 4W 5E 5W 6E 6W 7E 7W 8E 8W 9E 9W 10N 10S 11E 12E 12W 13E 13W 14E 14W 15N 15S 16E 16W 17N 17S 18N 18S 19N 19S 20N 20S 21N 22N 23S 24E 24W 25E 25W 26E 27E 28E 28W 29E 30E 31E 31W 32E 32W 33E 33W 34E 34W 35E 35W 36E 36W 37E 37W 38E 38W 39E 40E 40W 41E 41W 42E 42W 43E 43W 44E 44W 45E 45W 46E 46W 47E 47W 48E 48W 49E 49W 50E 50W 51E 51W 52E 52W 53E 53W 54E 54W 55E 55W 56E 56W 57E 57W 58E 58W 59E 59W 60E 60W 61E 61W 62E 62W 63E 63W 64E 64W 65E 65W 66E 66W 67E 67W 68E 68W 69E 69W 70E 70W 71E 71W 72W 73E 73W 74E 74W 75E 75W 76E 77E 77W 78E 78W 79E 79W 80E 80W 81E 81W 82E 82W 83E 83W 84E 84W 85E 85W 86E 86W 87E 87W 88E 88W 89E 89W 90E 90W 91E 92E 92W 93E 93W 94E 94W 95E 95W 96E 96W .