AMENDED AND RESTATED BYLAWS OF THE MEADOWS HOMES ASSOCIATION

Number Subject PageI Definitions 1II Membership and Voting Rights 2III Meetings of the Association 2IV Powers of the Association 3V Board of Directors 4VI Standards of Conduct 5VII Powers of the Board 6VIII Duties of the Board 6IX Officers and Their Duties 15X Meetings of Directors 16XI Committees 16XII Books and Records 17XIII Amendments 17XIV Construction and Validity of Bylaws 17XV Fiscal Year 17

ARTICLE I. DEFINITIONS

1. Definitions contained in the Declaration are incorporated by reference herein.

2. “CFR” means the Code of Federal Regulations.

3. “Declaration” means the Amended and Restated Declaration of Covenants, Conditions, and Restrictions of the Meadows Homes Association and any supplements and amendments thereto recorded in the Mecklenburg County Register of Deeds Office.

4. “NCAC” means the North Carolina Administrative Code.

5. “NCGS” means the North Carolina General Statutes.

6. “UCIOA” means the Uniform Common Interest Ownership Act.

7. “USC” means the United States Code.

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ARTICLE II. MEMBERSHIP AND VOTING RIGHTS

1. Membership. Every Owner of a Lot subject to assessment is a Member of the Association. Membership is appurtenant to and may not be separated from ownership of any Lot subject to assessment.

2. Voting Rights. Voting rights of the membership are appurtenant to ownership of the Lots. One vote is allocated to each Lot, multiple ownership of the Lot notwithstanding.

ARTICLE III. MEETINGS OF THE ASSOCIATION

1. Annual and Special Meetings. A meeting of the Association shall be held at least once each year at a time determined by the Board. Special meetings may be called by the President, a majority of the Board, or by Owners having ten percent (10%) of the votes in the Association. [NCGS 47F-3-108]

2. Place of Meetings. Meetings of the Association shall be held in Mecklenburg County, North Carolina, at a place determined by the Board.

3. Notice of Meetings. Written notice of each annual and special meeting of the Association shall be hand-carried or sent by prepaid U.S. mail or electronic means to members, not less than ten days or more than 60 days before the meeting. Notice shall be mailed to the property address or to the member’s address on record with the Association or sent by email to the email address provided by the member. The notice shall specify the date, time, and place of the meeting, and items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws, any budget changes, and any proposal to remove a director or officer. [NCGS 47F-3-108] Only matters specified in the meeting notice may be considered at a special meeting. [UCIOA 3-108(a)(2)]

4. Quorum. A quorum is present throughout any meeting of the Association if persons entitled to cast ten percent (10%) of the votes are present in person or by proxy at the beginning of the meeting. If business cannot be conducted because a quorum is not present, the meeting may be adjourned to a later date by the affirmative vote of a majority of those present in person or by proxy. The quorum requirement at the next meeting, which is subject to the notice requirements under section III.3 above, shall be one-half that applicable to the meeting adjourned for lack of a quorum. The quorum requirement shall continue to be reduced by fifty percent (50%) from that required at the previous meeting until a quorum is present. [NCGS 47F-3-109]

5. Voting. (a) At meetings of the Association: (1) Members may vote in person or by proxy;

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(2) Members who are present may vote by voice vote, show of hands, standing, or any other method for determining the votes of members designated by the person presiding; (3) If only one of the several Owners of a Lot is present, that Owner may cast the vote allocated to the Lot. If more than one of the several Owners are present, the vote allocated to that Lot may be cast only in accordance with the agreement of the majority in interest of the several Owners. Majority agreement is conclusively presumed if one of the Owners casts the vote allocated to the Lot without protest being made promptly to the person presiding by another Owner of the Lot. [NCGS 47F-3-110(a)].

(b) All proxies shall be in writing and filed with the secretary. If a Lot is owned by more than one person, each Owner of the Lot may, by proxy, vote or protest the casting of votes by other Owners of the Lot. An Owner may not revoke a proxy given pursuant to this section except by actual notice of revocation to the person presiding over the meeting. A proxy is void if it is not dated. A proxy terminates 11 months after its date, unless it specifies a shorter term. [NCGS 47F-3-110(b)].

(c) A vote allocated to a Lot owned by the Association may not be cast. [NCGS 47F-3-110(d)]

ARTICLE IV. POWERS OF THE ASSOCIATION

The Association has the following powers under the North Carolina Planned Community Act: [NCGS 47F-3-102]

1. Adopt and amend bylaws and rules; 2. Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments for common expenses from lot owners; 3. Hire and discharge managing agents and other employees, agents, and independent contractors; 4. Institute, defend, or intervene in litigation or administrative proceedings on matters affecting the Association; 5. Make contracts and incur liabilities; 6. Regulate the use, maintenance, repair, replacement, and modification of common elements; 7. Cause additional improvements to be made as a part of the common elements; 8. Acquire, hold, encumber, and convey in its own name any right, title, or interest to real or personal property, provided that common elements may be conveyed or subjected to a

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security interest only if persons entitled to cast at least eighty percent (80%) of the votes in the association agree in writing to that action; 9. Grant easements, leases, licenses, and concessions through or over the common elements; 10. Impose and receive any payments, fees, or charges for the use, rental, or operation of the common elements and for services provided to lot owners; 11. Impose reasonable charges for late payment of assessments, not to exceed the greater of twenty dollars ($20.00) per month or ten percent (10%) of any assessment installment unpaid and, after notice and an opportunity to be heard, suspend privileges or services provided by the Association (except rights of access to lots) during any period that assessments or other amounts due and owing to the Association remain unpaid for a period of 30 days or longer; 12. After notice and an opportunity to be heard, impose reasonable fines or suspend privileges or services provided by the Association (except rights of access to lots) for reasonable periods for violations of the Association’s Declaration, Bylaws, and Rules; 13. Impose reasonable charges in connection with the preparation and recordation of documents, including, without limitation, amendments to the declaration or statements of unpaid assessments; 14. Provide for the indemnification of and maintain liability insurance for its officers, executive board, directors, employees, and agents; 15. Assign its right to future income, including the right to receive common expense assessments; 16. Exercise all other powers that may be exercised in North Carolina by nonprofit corporations; and 17. Exercise any other powers necessary and proper for the governance and operation of the Association.

ARTICLE V. BOARD OF DIRECTORS

1. Number, Term and Qualification. There shall be nine directors, serving staggered three-year terms. At each annual meeting the members shall elect three directors. Each director shall hold office until death, resignation, removal, or disqualification, or until a successor is elected. After adoption of these Amended and Restated Bylaws, persons who are appointed or elected Directors must be Lot Owners who reside in the Meadows.

2. Nomination. Nomination for election to the Board shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting of the Association. The Nominating Committee shall consist of a Chairman, who shall be a

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member of the Board, and two or more members of the Association. The Nominating Committee shall be appointed by the Board prior to each annual meeting of the Association. The Nominating Committee shall make as many nominations as it may determine, but no fewer than the number of vacancies to be filled.

3. Election. (a) Directors shall be elected at the annual meeting of the Association. The persons receiving the highest number of votes shall be elected. Cumulative voting is not permitted.

(b) The Board must publish the names and addresses of all officers and Board members within 30 days of their election. [NCGS 47F-3-103(f)]

4. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of all persons present and entitled to vote at any meeting of the Association at which a quorum is present. [NCGS 47F-3-103(b)]

5. Vacancies. A vacancy occurring in the Board may be filled by the selection by the remaining directors of a successor who shall serve for the unexpired portion of the term. [NCGS 47F-3-103(b)] The members may elect a director at any time to fill any vacancy not filled by the directors.

6. Compensation. No director shall receive compensation for any service rendered to the Association in the capacity of director. However, directors may be reimbursed for expenses incurred in the performance of their duties. [NCGS 47F-3-118(c)]

ARTICLE VI. STANDARDS OF CONDUCT

1. Conflicts of Interest. Board members must disclose personal or financial interests in any matter before the Board and withdraw from discussion and voting on the matter. (Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Association to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.) [NCGS 47F-3-118(c)]

2. Discharge of Duties. (a) Officers with discretionary authority and directors shall discharge their duties: (1) in good faith; (2) with the care ordinarily prudent persons in like positions would exercise under similar circumstances; and (3) in a manner they reasonably believe to be in the best interests of the Association.

(b) In discharging their duties, officers and directors are entitled to: (1) rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (i) officers or employees of the Association whom they reasonably believe to be reliable and competent in the

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matters presented; or (ii) legal counsel, public accountants, or other persons as to matters they reasonably believe are within the person's professional or expert competence. (2) rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by a committee of the Board of which they are not members if they reasonably believe the committee merits confidence.

(c) Officers and directors are not entitled to the benefit of paragraph (b) above if they have actual knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (b) unwarranted. [NCGS 47F-3-103(a), 55A-8-30, 55A-8-42]

ARTICLE VII. POWERS OF THE BOARD

1. General. All powers of the Association shall be exercised by or under the authority of, and the affairs of the Association managed by, its Board of Directors. The Board shall have the powers necessary for management of the Association’s affairs and for performing the responsibilities and exercising the rights of the Association (not reserved for the membership) set forth in the Declaration and these Bylaws and as provided by law.

2. Delegation. (a) The Board may delegate management of the affairs of the Association to a management services company. The Board may not, however, delegate authority to: (1) adopt rules; (2) approve architectural modifications; (3) waive delinquent assessments; (4) compromise violations of covenants, restrictions, or rules; (5) select awardees of competitively bid contracts; (6) determine whether to perform an audit of the Association books and if an audit is to be performed to determine which certified public accountant will perform the audit; (7) determine whether to file lien claims or to foreclose lien claims; or (8) determine the insurance to be purchased by the Association. [NCGS 47F-3-106(a)(4)]

(b) The Board may restrict delegated check-signing authority to payments for routine recurring expenses within specified dollar amounts and the limits of approved budgets.

ARTICLE VIII. DUTIES OF THE BOARD

1. General. It is the duty of the Board to:

(a) Cause the Common Area, all facilities erected thereon and exterior building surfaces to be maintained, repaired, or replaced as required by the Declaration;

(b) Cause to be kept a complete record of all its acts and corporate affairs;

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(c) Supervise all officers, agents and employees of the Association, and see that their duties are properly performed;

(d) Notify Owners of proposals for new rules and the dates of meetings when the Board will consider them.

(e) Cause officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(f) Submit forms to the North Carolina Secretary of State to maintain a current registered office and current registered agent for the Association. [NCGS 55D-30]

(g) Enforce the Declaration, these Bylaws, and the Rules of the Association; provided, the Board is not obligated to take any enforcement action if it determines that its legal position does not justify the action. [UCIOA 3-102(f)(1)] 2. Budgets and Assessments. The Board must:

(a) Adopt a budget for each fiscal year containing estimates of the cost of performing the functions of the Association and establishing Owner’s annual assessments;

(b) Send written notice of annual assessments to Owners at least fifteen (15) days before the beginning of each fiscal year;

(c) As more fully provided in the Declaration, levy and collect assessments from Owners;

(d) Pay remaining surplus funds to Owners in proportion to their common-expense liabilities or credit them to reduce Owners’ future common-expense assessments after: (1) payment of or provision for common expenses, (2) funding of a reasonable operating expense surplus, and (3) any prepayment of reserves. [NCGS 47F-3-114]

3. Insurance. (a) The Board shall maintain, to the extent reasonably available: (1) Property insurance on real and personal property owned by the Association insuring against all risks of direct physical loss commonly insured against including fire and extended coverage perils. The total amount of insurance after application of any deductibles shall be one hundred percent (100%) of the replacement cost of the insured property at the time the insurance is purchased and at each renewal date, exclusive of land, excavations, foundations, and other items normally excluded from property policies; and (2) Liability insurance in reasonable amounts, covering all occurrences commonly insured against for death, bodily injury, and property damage arising out of or in connection with the use, ownership, or maintenance of the common elements. [NCGS 47F-3-113(a)]

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(b) The Board must notify Owners by hand-delivery or prepaid U.S. mail if the insurance described in paragraph (a) above is not reasonably available, and obtain any other insurance it deems appropriate to protect the association or the lot owners. [NCGS 47F-3-113(b)] (c) The Board must ensure that property and liability policies carried pursuant to paragraph (a) above provide that: (1) Each Lot Owner is an insured person under the policy to the extent of the Lot Owner's insurable interest; (2) The insurer waives its right to subrogation under the policy against any Lot Owner or member of the Lot Owner's household; (3) No act or omission by any Lot Owner, unless acting within the scope of the Owner's authority on behalf of the Association, will preclude recovery under the policy; and (4) If, at the time of a loss under the policy, there is other insurance in the name of a Lot Owner covering the same risk covered by the policy, the Association's policy provides primary insurance. [NCGS 47F-3-113(c)]

4. Taxes. The Board must:

(a) Ensure that information tax returns (IRS Form 1099-MISC) reporting payments exceeding $600.00 for (1) legal services and (2) other services made other than to corporations are sent:

(i) by January 31 to recipients [February 15 if payments to attorneys other than those performing services for the Association are being reported in box 14 of the form -- as, for example, when a settlement amount over $600.00 was paid to the attorney of a person who asserted a claim against the Association), [26 CFR 1.6045-5, IRS General Instructions for Certain Information Returns] and

(ii) by February 28 to the IRS and the North Carolina Department of Revenue (April 1 if filing electronically). [26 CFR 1.6041-1, IRS Instructions for Certain Information Returns]

(b) file the Association’s annual federal income tax return by March 15 (September 15 if an extension of the due date is obtained); [26 USC 528, 26 CFR 1.528-1]

(c) file North Carolina C Corporation income tax returns by April 15 (October 15 if an extension of the due date is obtained); [NCGS 105-130.11(c)]

(d) ensure that federal income taxes owed for the previous year are paid by March 15 and North Carolina income taxes are paid by April 15, even though extensions of the time for filing returns may have been obtained. [IRS Instructions for Form 1120, IRS Instructions for Form 1120-H, 17 NCAC 05C.2004]

5. Providing Information to Owners. The Board must:

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(a) Within ten business days after receipt of a written request, furnish to an Owner or the Owner’s authorized agents a statement setting forth the amount of unpaid assessments and other charges against the Owner’s Lot. A reasonable charge may be made for the issuance of these statements. [NCGS 47F-3-118(b)]

(b) Make an annual income and expense statement and balance sheet available at no charge to all Owners within 75 days after the close of the fiscal year to which the information relates; [NCGS 47F-3-118(a)]

(c) Five days after receipt of a written demand, make available for inspection and copying by an Owner: (1) the Articles of Incorporation; (2) Bylaws; (3) minutes of meetings of the Association; (4) written communications to members generally within the past three years; (5) the latest annual financial statement that includes a balance sheet as of the end of the fiscal year and a statement of operations for that year, and (6) a list of the names and business or home addresses of current directors and officers. [NCGS 55A-16-02(a)]

(d) Five days after receipt of a proper written demand, make available accounting records of the corporation and the membership list for inspection and copying by an Owner. (A proper written demand must: (1) be made in good faith and for a proper purpose, (2) describe with reasonable particularity the purpose and records the Owner wishes to inspect, and (3) demonstrate that the records are directly connected with this purpose. The North Carolina Non-profit Corporation Act generally prohibits the sale of a membership list or use of a membership list for commercial purposes.) [NCGS 55A-16-02(b) and (c), 55A-16-05]

6. Swimming Pool. The Board must:

(a) Operation. (1) Provide for operation of the pool by a person or persons who shall be responsible for operation, maintenance, pool safety, and record keeping. (2) Maintain documentation that the person responsible for operating the pool has been trained on pool equipment operation, disease and injury prevention, pool water chemistry, and regulatory requirements for public swimming pools. (A pool and spa operator certificate issued by the National Swimming Pool Foundation or other organization that provides training on those subjects shall be accepted as meeting this requirement.) [15A NCAC 18A.2537(c)]

(b) Permits. (1) Ensure that each February an application, accompanied by the appropriate fee, is submitted to the Mecklenburg County Health Department for a permit to operate the swimming pool. [Mecklenburg County Health Ordinance Rules Governing Public Swimming Pools, Sections 4(b) and (c)]

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. (2) Post the permit in a location where it can be readily observed by persons upon their entering the pool area. [Mecklenburg County Health Ordinance Rules Governing Public Swimming Pools, Section 3(a)]

(c) Water Quality. (1) Maintain test kits or equipment at the pool capable of measuring disinfectant level, pH, total alkalinity, and cyanuric acid level. (2) Ensure that the pool is inspected daily and maintain at the pool site for six months written daily records that include: (i) disinfectant residual in the pool; (ii) pool water pH; (iii) total alkalinity and cyanuric acid levels; and (iv) pool drain cover/grate inspection

(d) Safety. (1) Have one of the following types of lifesaving equipment conspicuously and conveniently on hand at all times:

A non-telescoping, non-adjustable, non-collapsible pole not less than 12 feet long, with a body hook securely attached.

A minimum ¼ inch diameter throwing rope as long as one and one-half times the maximum width of the pool or 50 feet, whichever is less, attached to a U.S. Coast Guard approved ring buoy.

(2) Post a sign with legible letters of at least four inches in height stating: "WARNING-NO LIFEGUARD ON DUTY." (3) Post signs with a minimum letter size of one inch, legible from the pool entrance, stating: "CHILDREN SHOULD NOT USE THE SWIMMING POOL WITHOUT ADULT SUPERVISION", and: "ADULTS SHOULD NOT SWIM ALONE". (4) Post a sign prohibiting pets and glass containers in the pool area. (5) Post a pool-closed sign at the entrance whenever an operation permit is suspended for water quality or safety violations. (6) Provide a telephone, permanently affixed to a location inside the pool enclosure, capable of directly dialing 911; post a sign with legible letters at the telephone providing dialing instructions, address of the pool location, and the telephone number; post instructions by the telephone stating IN CASE OF EMERGENCY DIAL 911. [15A NCAC 18A.2530, 2537(b)(1); Mecklenburg County Health Ordinance Rules Governing Public Swimming Pools, Section 7(e)]

(e) Depth and Safety Markings. [15A NCAC 18A.2523, 2537(b)(6)] (1) Mark the depth of the water at or above the water surface on the vertical wall of the pool and on the edge of the deck next to the pool. (2) Place depth markings at (i) the points of maximum and minimum depths, (ii) the transition point where the slope of the bottom changes from the uniform slope of the shallow area, and (iii) at both ends of the pool. (The markings shall be in Arabic numerals at least four inches high and of a color contrasting with the background. They shall indicate the depth of the pool in feet of water and shall include the word "feet" or symbol "ft." Markings installed in pool decks shall provide a slip resistant walking surface.)

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(4) Provide "No Diving" markers on the pool deck adjacent to areas of the pool less than five feet deep. (The markers shall consist of (i) the words "No Diving" in letters at least four inches high and of a color contrasting with the background or (ii) at least a six-by-six inch international symbol for no diving in red and black on a white background.

(f) Sanitary Facilities. (1) Post a sign visible upon entering the pool enclosure directing pool users to shower before entering the pool. [15A NCAC 18A.2526(a)] (2) Provide metal or plastic soap dispensers (no glass permitted in these units) at each lavatory or shower. [15A NCAC 2526(j)] (3) Provide mirrors of shatterproof materials. [15A NCAC 18A.2526(k)]

(g) Pool Chemicals. Ensure that pool chemicals are stored in a clean, dry, well-ventilated area and are organized so as to prevent the chemicals from reacting. [15A NCAC 18A.2537(b)(15)]

(h) Reports of Injury or Illness. Report any death, serious injury or complaint of illness attributed by a bather to use of a public swimming pool to the local health department within two working days of the incident or complaint. The report must include the following:

(1) Name and telephone number or address of the person injured or making a complaint.

(2) Date of the incident or onset of illness.(3) Description of the type of injury or complaint.(4) Name and phone number of the person rendering assistance or first aid. (5) The name of any known hospital, rescue squad or physician providing

medical assistance.(6) Names and phone numbers of available witnesses to the incident. [15A

NCAC 18A.2540]

(i) Feces and Vomit. Take the following steps to manage fecal and vomitus accidents: (1) Direct everyone to leave all pools into which water containing the feces or vomit is circulated and do not allow anyone to enter the pool(s) until decontamination is completed; (2) Remove as much of the feces or vomit as possible using a net or scoop and dispose of it in a sewage treatment and disposal system; (3) Raise the free available chlorine concentration to two ppm at a pH of 7.2 to 7.5 and test to assure the chlorine concentration is mixed throughout the pool; and (4) For accidents involving formed stools or vomit, maintain the free available chlorine concentration at two ppm for at least 25 minutes or at three ppm for at least 19 minutes before reopening the pool. For accidents involving liquid stools increase the free chlorine residual and closure time to reach a CT inactivation value of 15,300 then backwash the pool filter before reopening the pool. CT refers to concentration (C) of free available chlorine in parts per million multiplied by time (T) in minutes. [15A NCAC 18A.2535(13)]

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7. Determining Owner Responsibility for Damage to Common Areas. Upon request by aggrieved Owners, where the claim is $5000.00 or less, the Board must provide Owners notice of the charge and opportunity to be heard and present evidence to the Board before determining that they are responsible for damage to common areas and adding the cost of repair or replacement to their Lots’ assessments [see paragraph VII.2(a) of the Declaration]. Owners shall be given written notice of the Board’s decision. (Where the claim exceeds $5000.00, liabilities of Owners for damage to common areas shall be determined as otherwise provided by law.) [NCGS 47F-3-7. 107(d)]

8. Fines for Violations of Declaration, Bylaws, or Rules. (a) The Board must provide Owners notice of the charge and opportunity to be heard and present evidence before determining whether to impose fines for violations of the Association’s Declaration, Bylaws, or Rules. After Owners have been heard, and if a fine is to be imposed, the Board must: (1) determine a daily amount appropriate for the offense, but not to exceed $100.00; and (2) provide Owners written notice of the Board’s decision and the date on which a daily fine begins. (Beginning the sixth day after the Board’s decision, a fine may be imposed for each day that the violation occurs.) [NCGS 47F-3-107.1]

(b) The Board must determine whether to waive all or part of a fine if the Owner ultimately complies with the Association’s Declaration, Bylaws, or Rules.

9. Suspension of Privileges or Services for Violations of Declaration, Bylaws, or Rules. The Board must provide Owners and tenants notice of the charge and opportunity to be heard and present evidence before determining whether to suspend their privileges or services for violations of the Association’s Declaration, Bylaws, or Rules. After they have been heard, the Board must provide them written notice of the decision. (Suspensions of privileges may be continued until the violations are cured.) [NCGS 47F-3-107.1]

10. Unpaid Assessments: General. The Board must:

(a) Determine the amount of any charges (not to exceed the greater of $20.00 per month or ten percent (10%) of any unpaid assessment installment) to be imposed if any assessment is not paid within 30 days after the due date; [NCGS 47F-3-102(11)]

(b) Provide Owners notice and an opportunity to be heard before determining whether to suspend privileges during any period that assessments or other amounts due remain unpaid for 30 days or longer; [NCGS 47F-3-102(11)]

11. Unpaid Assessments: Liens. (a) When an assessment remains unpaid for 30 days or more, the Board must determine whether to establish a lien by having a claim of lien filed with the clerk of the superior court of Mecklenburg County. [NCGS 47F-3-116(a)]

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(b) No fewer than 15 days before filing a claim of lien, the Board must provide Owners written statements of assessment amounts due by first-class mail. If the Lot Owner is a corporation or limited liability company, the Board must also send the statement to the corporation’s or limited liability company’s registered agent; [NCGS 47F-3-116(b)]

(c) The Board must notify Owners by first-class mail if it intends to seek payment of attorneys' fees and court costs it incurs in connection with collecting sums due. The notice shall show the outstanding balance as of the date of the notice and state that the Owner has 15 days from the mailing of the notice to pay the outstanding balance without the attorneys' fees and court costs. The notice shall also provide the name and telephone number of a representative of the Association to discuss payment of the outstanding balance in installments. [NCGS 47F-3-116(e)]

(d) The Board must determine whether to accept a proposed installment payment schedule for an outstanding balance. (Reasonable administrative fees and costs for accepting and processing installments may be added to the outstanding balance and included in an installment payment schedule. Reasonable attorneys' fees may be added to the outstanding balance and included in an installment schedule if the Owner was given notice as required in paragraph (d) above.) [NCGS 47F-3-116(i)]

12. Unpaid Assessments: Foreclosure. (a) When an assessment remains unpaid for 90 days or more, the Board must determine whether to: (1) foreclose the claim of lien through nonjudicial power of sale in accordance with Article 2A of Chapter 45 of the North Carolina General Statutes; (2) pursue judicial foreclosure as provided in Article 29A of Chapter 1 of the General Statutes (A claim of lien securing a debt consisting solely of fines, interest on unpaid fines, or attorneys' fees solely associated with fines may only be enforced by judicial foreclosure); (3) take other actions to recover sums due; (4) accept a deed in lieu of a foreclosure; [NCGS 47F-3-116(g)] or (5) take other appropriate action.

(b) If it determines to foreclose a claim of lien through nonjudicial sale the Board must:

(1) vote to commence the proceeding against the specific unit; [NCGS 47F-3-116(f)] (2) send to the Owner’s last known address by first-class mail a detailed written statement of the amount of principal, interest, and any other fees, expenses, and disbursements that in good faith it is claiming to be due as of the date of the statement; [NCGS 47F-3-116(f)(5) and NCGS 45-21.16(c)(5a)] (3) appoint a trustee to conduct the nonjudicial foreclosure proceeding and sale; [NCGS 47F-3-116(f)(6)] (4) provide a letter to the trustee confirming that on a specified date the written statement in subparagraph (2) above was sent to the Owner’s last known address; [NCGS 45-21.16(c)(5a)].

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(c)  If the clerk of court authorizes sale of the property, the Board must: (i)  review the notice of sale issued by the trustee and determine whether to bid on the property; (ii)  cancel the claim of lien if, within the upset bid period(s) the Owner satisfies the debt secured by the claim of lien and pays all expenses and costs incurred in filing and enforcing the lien, including, but not limited to, advertising costs, attorneys' fees, and the trustee's commission; (After the bidding, the trustee files a preliminary report of sale with the county. The sale is not final at that point, because North Carolina allows submission of “upset bids” – that is, bids higher than the reported sale price -- within a ten-day period following filing of the preliminary report. Each submitted upset bid starts a new ten-day upset bid period.) [NCGS 47F-3-116(f)(8)]

(d) If the proceeds from the sale are less than the amount due, the Board must determine whether to pursue an action for the deficiency against the former Owner.

13. Accommodations for the Handicapped. The Board must:

(a) Adopt rules that permit Owners, at their expense, to make reasonable modifications to townhomes occupied or to be occupied by a handicapped person, if the proposed modifications may be necessary to afford the handicapped person full enjoyment of the townhome;

(b) Make reasonable accommodations in the Association’s rules, practices, or services, when such accommodations may be necessary to afford a handicapped person equal opportunity to use and enjoy a townhome and public and common areas. [24 CFR 100.203, 204]

14. Mediation. (a) In January of each year, the Board must publish the following notice on the Association’s web site:

THIS NOTICE IS PUBLISHED AS REQUIRED BY N.C.G.S. 7A-38.3F(j):

Members may initiate mediation under North Carolina General Statutes §7A-38.3F, “Prelitigation mediation of condominium and homeowners association disputes,” to try to resolve disputes with the Association. The term “disputes” as used in the statute means matters relating to real estate under the Association’s jurisdiction about which the member and the Association cannot agree, and that arise under the North Carolina Planned Community Act or the Association’s declaration, bylaws, or rules. However, the term does not include disputes related solely to a member’s failure to timely pay an assessment or any fines or fees associated with the levying or collection of an assessment.

(b) The Board must determine whether to seek or accept mediation of a dispute covered by North Carolina General Statutes §7A-38.3F(a) and (b). (1) If mediation is to be sought, the Board must obtain the name of a mediator from the North Carolina Dispute Resolution Commission or the Mediation Network of North

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Carolina and provide the mediator the member’s name, physical address, telephone number, and email address, if known. (2) If the Board declines mediation requested by a member, it must notify the mediator and member in writing. (3) The Board must participate in agreed-upon mediation in accordance with the mediator’s instructions and North Carolina General Statutes §7A-38.3F(d) and (f).

ARTICLE IX. OFFICERS AND THEIR DUTIES

1. Enumeration of Offices. The officers of this Association shall be a president, vice-president, secretary, and a treasurer.

2. Election. Officers shall be elected by the Board at its first meeting following each annual meeting of the Association. [NCGS 47F-3-106(a)(2)]

3. Term. Officers shall hold office for one (1) year unless the officer shall sooner resign, be removed, or be otherwise disqualified to serve.

4. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board. Such resignation shall take effect upon receipt or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. [NCGS 47F-3-106(a)(3)]

5. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed shall serve for the remainder of the term of the officer being replaced.

6. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.

7. Duties. The duties of the officers are as follows: [NCGS 47F-3-106]

(a) President. The president shall preside at all meetings of the Board; shall propose the agenda for Board meetings; shall chair the annual meeting of the Association; may execute amendments to the Declaration on behalf of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and may sign all checks and promissory notes.

(b) Vice-President. The vice-president shall act in the place of the president in the president’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board. (c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Association; serve notice of meetings of the Board and of the Association; keep appropriate current records showing the members of

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the Association and their addresses, and shall perform such other duties as required by the Board.

(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by the Board; may sign all checks and promissory notes of the Association; keep proper books of account; cause an audit of the Association books to be made by a certified public accountant at times to be determined by the Board; and shall prepare an annual budget and a statement of income and expenditures to be presented to the Association at its regular annual meeting.

ARTICLE X. MEETINGS OF DIRECTORS

1. Regular Meetings. Regular meetings of the Board shall be held monthly without notice, at a time and place fixed by the Board and made known to Members of the Association. Special meetings shall be held when called by the President, or by any two directors, after not less than three days’ notice to each director.

2. Quorum. A quorum is present at throughout any meeting of the Board if persons entitled to cast fifty percent (50%) of the votes on the Board are present at the beginning of the meeting. [NCGS 47F-3-109(b)]

3. Owner Participation. (a) At each meeting, the Board shall provide a reasonable opportunity for Owners to comment on matters affecting the Association. After the period for comment, Owners may remain at the meeting as observers, except during executive sessions.

(b) The Board may hold executive sessions to discuss: (1) legal or personnel matters or commercial transactions being planned, negotiated, or reviewed; or (2) matters the public knowledge of which would violate any person’s privacy. [UCIOA 3-108(b)(1)]

4. Action Without Meeting.   Action may be taken without a meeting with the written consent of a majority of the directors, so long as reasonable attempts were made to contact all directors before the action was taken. Directors’ consents may be in electronic form and delivered by electronic means. Copies must be included in the minutes, and the action must be announced at the next Board meeting.

ARTICLE XI. COMMITTEES

The Board shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. The Board may appoint other committees as deemed appropriate in carrying out its purpose.

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ARTICLE XII. BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XIII. AMENDMENTS

These Bylaws may be amended by the approval of two-thirds of the votes cast or a majority of the votes entitled to be cast, whichever is less, at a regular or special meeting of the Association where a quorum is present in person or by proxy. Any notice for a meeting to amend these Bylaws must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws, and must contain a copy or summary of the amendment. [NCGS 47F-3-106(a)(6), 55A-10-21(d)]

ARTICLE XIV. CONSTRUCTION AND VALIDITY OF BYLAWS

1. All provisions of these Bylaws are severable.

2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. [NCGS 47F-2-103(c), 55A-2-06(b)]

ARTICLE XV. FISCAL YEAR

The fiscal year of the Association begins on the first day of January and ends on the 31st day of December each year.

CERTIFICATION

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting secretary of the Meadows Homes Association, a North Carolina corporation, and

THAT the foregoing Bylaws constitute the Amended and Restated Bylaws of said Association, duly adopted, as required by the original Bylaws, by a vote of a majority of

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a quorum of the members present in person or by proxy at a meeting of the Association held on the 2nd day of April, 2015.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of April, 2015.

By: /s/ Susan Weissen

Printed Name: Susan Weissen

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