The name of the corporation is Pages Pond Homeowners Association, Inc., hereinafter referred to as the “Association” or “PPHA”.  Its principal office shall be the Pages Pond residence of the current chairman of the Association Board. Meetings of members and directors will be held ordinarily on Association grounds or, at the discretion of the board, at a nearby off-grounds location.

Section 1.  “Association” shall mean and refer to Page’s Pond Homeowners Association, Inc., its successors and assigns.

Section 2.  “Common Areas” shall mean all real property owned or held by the Association for the common use and enjoyment of the Owners, as more fully described in the Declaration.

Section 3.  “Declarant” shall refer to the Association, a North Carolina Corporation, as successor to the Davidson Land Company effective 30 January, 1998.

Section 4.  “Declaration” shall mean and refer to the Pages Pond Declaration of Covenants, Conditions and Restrictions, as amended, recorded in the Register of Deeds of Mecklenburg County, North Carolina in Book 5656 at Page 0469.

Section 5.  “Lot” shall mean and refer to any numbered plot of land shown upon any recorded subdivision map of the Properties, as more fully described in and subject to the Declaration, with the exception of the Common Areas, non-residential areas and dedicated streets, and shall include the dwelling constructed thereon.

Section 6.  “Member” shall mean and refer to those persons or entities entitled to membership with voting rights as provided in Article III of these Bylaws.

Section 7. “Member in Good Standing” shall mean a member whose dues and special assessments are current and who is unencumbered by an Article VIII(1)(c) suspension.

Section 8.  “Owner” shall mean and refer to the record Owner, whether one or more persons or entities, of a fee simple title to any lot which is part of the Properties, but excluding those having such interest as security for the performance of an obligation.

Section 9.  “Properties” shall mean and refer to that certain real property described in and subject to the Page’s Pond Declaration of Covenants, Conditions and Restrictions recorded in the Register of Deeds of Mecklenburg County, North Carolina, in Book 5656 at Page 0469, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 1.  Membership.  All owners shall be members of the Association and shall be entitled to one vote per lot owned. Multiple owners of a lot must agree on their vote; failing that, the board may elect to disregard it.

Section 2. Property Rights.  Each member shall be entitled to the use and enjoyment of the Common Area (Commons) as provided in the Declaration. Any owner may delegate his or her right of enjoyment of the Common Area to members of his or her family, or to his or her tenants. Privileges may also be extended, on a daily basis, to accompanied guests.

Section 1. Annual Meetings.   A regular, annual meeting of the Members shall be held in January and  December of each year at such a time and place as the Board of Directors may prescribe, reasonably accessible to the Members.

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the board or by written request representing one-fourth (1/4) of the membership.

Section 3. Notice of Meetings.  Written notice of each meeting of the Members shall be given by the Secretary, postage prepaid, at least ten (10) days but not more then fifty (50) days before such meeting, to each member entitled to vote thereat.

Section 4. Quorum.  The presence at the meeting of Members entitled to cast one fourth (1/4) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration of Covenants or these Bylaws.

Section 5. Proxies.  At all meetings of Members, each member entitled to vote may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary at least twenty four (24) hours prior to the meeting.

Section 1.   Number.  The affairs of this Association shall be managed by a Board of Directors who shall be members of the Association.  The Board shall consist of four (4) Directors: Chairman, Vice-Chairman, Secretary and Treasurer.

Section 2. Term of office. The directors shall be elected by the Members for a term of two (2) years. No director may serve more than two (2) consecutive terms as a director.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of all Members entitled to vote. In the event of death, resignation or removal of a director, a successor will be selected by the remaining directors and shall serve for the unexpired term of his/her predecessor.

Section 4. Compensation.  No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.

Section 5. Action Taken Without a Meeting.  The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

Section 1. Nomination.   The Board shall establish procedures whereby nominations may be made by and of any Association member in good standing, provided the nominee has agreed to serve if elected.

Section 2. Election.  Any nominee for an uncontested office succeeds to that office. With respect to a contested office (i.e. multiple nominees) the Secretary shall distribute a ballot to the membership.  Nominees receiving a plurality of the votes shall succeed to the office in question, except that no individual may hold more than one office simultaneously.

Section 1. Directors Meetings.  The meetings of the Board of Directors shall be held at such time and place and with such notice as shall be determined by resolution of a majority of the Directors.

Section 2. Quorum.  A majority of the directors must be present in order to transact business.

Section 1. Powers.  The affairs of the Association shall be managed by the Board of Directors, which is authorized to:

a. adopt and publish rules and regulations governing the use of the Common Area and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

b.  to suspend the voting rights and the right of a member to use the commons during any period in which such member shall be in default in the payment of Association dues or assessments. 20

c. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days, for infraction of published rules and regulations;

d. exercise for the Association all powers, duties and authorities vested in or delegated to this Association and not reserved to the membership by other provisions of these bylaws or the Declaration;

e. declare the office of a board member to be vacant in the event such member shall be absent without excuse from two (2) consecutive Board meetings;

f. contract for the benefit of the Properties and delegate to such contractors the powers and duties to fulfill their contractual commitments, except those required by the Declaration to have approval of the Membership;

g. retain attorneys to represent the Association when deemed necessary by the Board.

Section 2. Duties.  It shall be the duty of the Board of Directors to:

a. cause to be kept a complete record of all its actions and present a statement thereof to the Members at one of the scheduled Member meetings when such is requested in writing by one-fourth (1/4) of the Members who are entitled to vote.

b. to implement the provisions of Article V of the Declaration by:

i. fixing the amount of the annual assessment and any special assessments against each lot at least thirty (30) days in advance of each annual assessment period;

ii. providing due written notice thereof;

iii. foreclosing a lien against any property for which assessments are not paid within thirty (30) days of its due date or to bring an action at law against the owner personally obligated to pay.

c. upon request by a Member, issue a certificate setting forth whether or not a given assessment has been paid;

d. procure and maintain insurance covering the Association, including a comprehensive policy of public liability insuring the Association in an amount not less then one million dollars ($1,000,000.) for claims of personal injury and/or property damage arising out of a single occurrence, such cover age to include protection against liability for non-owned and hired automobiles and liability for property of others.

e. cause all Members having fiscal responsibilities to be bonded, as it may deem appropriate.

f. cause the Common Area to be maintained;

g. Maintain any dedicated streets within the Properties which are not accepted for dedication by an appropriate governmental authority.

h. if and when appropriate pursuant to the Declaration, cause the exterior of dwellings on Lots to be maintained or cause dwellings on lots to be repaired or rebuilt in the event of casualty damage; and

i. maintain such properties and perform such services as are set out in the Declaration.

The Board of Directors shall appoint an Architectural Review Committee, as provided for in the Declaration.  In addition the Board may appoint other committees as it deems appropriate in carrying out its purpose.  At a committee meeting, a quorum shall be a majority of the members of the Committee.

The books, records and papers of the Association shall be at all times during reasonable business hours and upon reasonable notice,  subject to inspection by any Member.  The Articles of Incorporation, the Declaration of Covenants and the Bylaws of the Association shall be available for inspection by any member at the place of business of the Secretary or may be purchased at a reasonable cost.

As more fully treated in the Declaration, each member is obligated to pay the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made.  Any assessments which are not paid within thirty (30) days after the due date shall be delinquent. If the assessment is not paid within sixty (60) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of the lesser of twelve (12) percent per annum or the maximum interest rate allowable by law and the Association may bring an action against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of the assessments.  No owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his or her lot.

Section 1. Extent.  In addition to the indemnification otherwise provided by law, the Association shall indemnify and hold harmless its current and former directors, against all liability and reasonable litigation expenses, including attorneys’ fees, incurred by them in connection with any action, suit or proceeding, or threatened action, suit or proceeding, arising out of their status as directors of the Association, to the maximum extent permitted by law.

Section 2. Determination.  Any indemnification under Section 1 shall be paid by the Association in any specific case only after a determination that the director, or former director, did not act in bad faith or was not liable or guilty by reason of willful misconduct in the performance of duty.  Such determination shall be made (a) by an affirmative vote of a majority of all the directors who are or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“disinterested directors”), even though less than a quorum, or (b) if the majority of the disinterested directors so direct, by independent legal counsel in a written opinion, or (c) by a court of competent jurisdiction.

1. Eminent Domain.  If all or any portion of the Common Area is taken by action in eminent domain, the Association shall give written notice of the proceedings to all Owners, and the condemnation award shall be fairly and equitably apportioned among the Owners and the Association, as the court may determine. A condemnation award that is not apportioned among the Owners by court judgment or by agreement between the condemning authority and each affected owner shall be allocated first to the repair, restoration and reconstruction of any remaining portion of the Common Area and then any excess shall be distributed equally among the affected owners. If requested by the court, the Insurance Trustee shall make disbursement of the award.

2. Repair, Restoration, Reconstruction.  If only a portion of a Common Area facility is taken, the Board shall contract for the repair, restoration or reconstruction, to the extent such is necessary and practical. If the cost of repair, restoration and construction of the Common Area exceeds the amount awarded by the court for such purposes, the difference may be recovered by a special assessment levied equally against all owners.

The Association shall have a seal in circular form having within its circumference the words: Page’s Pond Homeowners Association, Inc., North Carolina.

Section 1.  These Bylaws may be amended, at a regular or special meeting of the Members, by vote of a majority of the membership.

Section 2.  In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; in case of any conflict between the Declaration and these  Bylaws, the Declaration shall control; and in the case of any conflict between the Articles and the Declaration, the Declaration shall control.

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.

I, the undersigned, do hereby certify:

That I am the duly elected and acting Secretary of Page’s Pond Homeowners Association, Inc, a North Carolina non-profit corporation, and

That the foregoing Bylaws constitute the Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the 17th day of November, 2001.

  ________________________________

George D. Meyding                                                                                          seal

      Secretary