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EXHIBIT A

BYLAWS OF POWDER RIDGE ASSOCIATIONS

NEWRY, MAINE

COMMUNITY: Powder Ridge Associations

DEVELOPER: Glover Development Corporation

Swampscott, MA 01901

LOCATION: Newry, Maine

PREPARED BY: Michael J. O'Donnell, Esq.

61 Main Street

P. 0. Box 511

Bethel, Maine 04217

BYLAWS

OF

POWDER RIDGE ASSOCIATION

ARTICLE I

NAME, SEAL AND OFFICES

Section 1. Name: The name of the corporation is Powder Ridge Associations ("Association").

Section 2. Seal: The Association shall have a seal in circular form having within its circumference the words: Powder Ridge Associations, 1990.

Section 3. Offices: The principal office of the Association shall be at Newry, Maine, or at such other place as the Board of Directors may from time to time designate.

ARTICLE II

PLAN OF OWNERSHIP

Section 1. Plan of Ownership: The properties, located at Newry in the County of Oxford of Maine more particularly described in Article II of the Declaration hereinafter described (land) will be submitted to the provisions of said certain Declaration of Covenants, Conditions and Restrictions, Powder Ridge Associations, (the "Declaration") by the Developer, and will be platted into Lots, Common Properties, roads, easements, condominium areas and other uses and each owner of any portion of the properties conveyed out of said subdivision, shall be subject to a reciprocal obligation to contribute Assessments for the maintenance and operation of the Common Properties. The Plan of Ownership will be extended to additional phases by the submission of the Properties to supplemental Declarations of Covenants and Restrictions in accordance with the Declaration.

Section 2. Applicability of Bylaws: The provisions of these Bylaws are applicable to the Properties and to the use, operation, maintenance and occupancy thereof.

Section 3. Personal Application: All present and future Owners, mortgagees, lessees, and occupants of the land and their employees' and any other Person who may use the facilities of the Properties in any manner are subject to these Bylaws, the Declaration, and to the Rules and Regulations established by the Board of Directors as hereinafter set forth. The acceptance of a deed or conveyance or membership privileges or the entering into of a lease or the act of occupancy of any part of the land shall constitute an agreement that these bylaws, the Rules and Regulations, and the provisions of the Declaration, as they may be amended from time to time, are accepted and will be complied with.

ARTICLE III

DEFINITIONS

Section 1. Definitions: The definition of words and terms contained in the Declaration, Article I, shall apply to those words and terms as used in these Bylaws. In the event of any conflict or inconsistency between the Declaration and these Bylaws, the Declaration shall control.

Section 2. Lot: Lot shall mean each house lot, each condominium unit and each condominium association.

ARTICLE IV

MEMBERSHIP

Section 1. Qualification: Every person who is an owner of any portion of the land shall be a member of the Association pursuant to the Declaration with the limitations and voting powers therein.

Section 2. Subject to Assessments: The rights of membership are subject to the payment of annual and special assessments levied by the Association and imposed against each member and owner and becomes a lien upon the property against which such Assessments are made and the personal obligation of the Member as provided by the Declaration pursuant to the terms therein.

Section 3. Suspension: The membership rights of any Member may be suspended by action of the Board of Directors during the period in which any Assessment remains unpaid except that a first mortgagee will not be precluded from exercising any of its rights and privileges shall be automatically restored. If the Directors have adopted and published Rules and Regulations governing the use of the Common Properties and the personal conduct of any Persons thereon, as provided herein and in the Declaration, they may, in their discretion, suspend the rights of any such Person for violation of such rules and regulations for a period not to exceed thirty (30) days in addition to the period during which such violation continues, and may also levy the charges provided herein in the Declaration.

ARTICLE V

PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT
OF COMMON PROPERTY

Section 1. Member's Rights: Each Member shall be entitled to the use and enjoyment of the Common Properties as provided by Article VI of the Declaration.

Section 2. Delegation: Any Member may share his rights of enjoyment in the Common Properties with the members of his family who reside upon the properties or delegate said rights to any of his tenants. The rights and privileges of such persons are subject to suspension under Article IV, Section 3, to the same extent as those of the Member.

ARTICLE VI

PURPOSES AND POWERS

The Corporation shall operate on a not-for-profit basis in accordance with its Articles of Incorporation. The corporation will not provide pecuniary gain or profit, direct or indirect, to its Members. The purposes for which it is formed are:

Section 1. General: To promote the health, safety, and welfare of the residents within the Properties, and such additions thereto as may hereafter be brought within the jurisdiction of this corporation by annexation as provided in Article II Section 2 of the Declaration, and for this purpose to:

(a) own, acquire, lease, sublease, build, operate, and maintain roads, utilities, recreation areas, parking lots, open space, commons, streets, footways, including buildings, structures, personal properties incident thereto, hereinafter referred to as the "Common Properties"; (b) fix Assessments or Common Charges to be levied against the Properties; (c) enforce any and all covenants, restrictions and agreements applicable to the Properties; (d) pay taxes, if any, on the Common Properties; (e) provide recreational facilities and services to its members subject to the payment of fees therefor; and (f) insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of the Properties.

Section 2. Dispose of Assets: To mortgage, pledge, hypothecate or otherwise grant any form of security interest in and to the Common Properties or any other assets of the Association and to dispose of its assets.

Section 3. Additions to Properties and Membership: Additions to the Properties may be made in accordance with Article II of the Declaration. Such additions, when properly made under a recorded supplemental declaration of covenants and restrictions, shall extend the jurisdiction, functions, duties, and membership of the Association to such properties. Additions made Pursuant to Article II, Section 2 of the Declaration need not be approved by a vote of the members eligible to vote.

Section 4. Mergers and Consolidations: Subject to the provisions of the Declaration or any supplemental declaration, and to the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two thirds of the votes of each class of members eligible to vote who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

ARTICLE VII

MEMBERS

Section 1. Eligibility: Membership in the Association shall be in accordance with the Declaration.

Section 2. Voting: Voting shall be in accordance with Article VII of the Declaration. A majority of the total votes cast at a meeting at which a quorum is present shall be binding upon all members for all purposes except when a higher percentage is required by these Bylaws, the Declaration or by law.

Section 3. Votes in the Event of Multiple Ownership of a Lot: In the event a Lot is owned by more than one person, the vote for such Lot shall be exercised in accordance with Article VII, Sections 5 and 6 of the Declaration. An owner of a lot containing a duplex, may permit the co-owner of the lot and the owner of the other duplex unit on that lot to vote his interest by furnishing the other owner with a proxy. In the absence of any proxy, a vote for a whole lot cast by any owner shall be held to be a valid proxy of the other owners, unless challenged at the time the vote is cast.

Section 4. Annual Meetings: Annual meetings shall be held each year on a date not later than forty-five (45) days before the beginning of each fiscal year. In the event that the day for which an annual meeting is scheduled is a legal holiday, then the meeting shall by held on the first day thereafter which is not a legal holiday. There shall be elected by ballot of the members eligible to vote, a Board of Directors in accordance with the provisions of Article VIII, Section 1 of the Bylaws, and Members eligible to vote may also transact such other business as may properly come before them.

Section 5. Place of Meetings: Meetings of the Members shall be held at the principal office of the Association or such other suitable place convenient to the members as may be designated by the President.

Section 6. Special Meetings: It shall be the duty of the President to call a special meeting of the members when so directed by relation of the Board of Directors or upon petition signed by 100% of the votes in the aggregate of members eligible to vote. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 7. Notice of Meetings: It shall be the duty of the secretary to mail a notice of each annual meeting at least ten (10) days but not more than thirty (30) days and each special meeting at least three (3) and no more than fourteen (14) days prior to such meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member, as recorded on the records of the Association, at the lot address or at such other address as such member shall have designated by notice in writing to the Secretary. The mailing of a notice of meeting in the manner provided in this Section shall be considered service of notice.

Section 8. Waiver of Notice: Any member may at any time waive notice of any meetings of the Members in writing, and such waiver shall be deemed equivalent to the giving of such notice. Presence by a member at the meeting will be considered a waiver of the right to such notice.

Section 9. Order of Business: The order of business at all meetings of the Members shall be as follows, to the extent required:

(a) Roll Call

(b) Proof of notice of meeting or waiver of notice

(c) Reading of minutes of preceding meeting.

(d) Reports of Officers

(e) Report of Board of Directors

(f) Report of Committees

(g) Set number of Board Directors

(h) Election of the Board of Directors

(i) Unfinished business

(j) New business

(k) Adjournment

Section 10. Parliamentary Procedure: At all meetings of the Members or of the Board of Directors, Roberts' Rules of Order, as to such date amended, shall be followed, except in the event of conflict, in which case these Bylaws or the Declaration, as the case may be, shall prevail.

Section 11. Quorum: Fifty per cent (50%) of the members eligible to vote and present in person or by proxy shall constitute a quorum at any meeting of the members.

Section 12. Proxies: Votes may be cast in person or by proxy. A member eligible to vote may designate any person, who need not be a member to act as proxy. The designation of any such proxy shall be made in writing, signed by the Member and shall be revocable at any time by written notice to the secretary by the Members designating the proxy.

ARTICLE VIII

BOARD OF DIRECTORS

Section 1. Function, Number and Qualification: The affairs of the Association shall be governed by a Board of Directors who need not be Members of the Association. The initial Board of Directors shall consist of at least three (3) and not more than six (6) directors who shall hold office until the election of their successors. Beginning with the annual meeting, the members shall elect a Board of no less than three (3) and no more than nine (9) directors. The member shall elect one third (1/3) of the Board of Directors for a term of three years, being the one-third (1/3) of the directors each with the greatest number of votes, the second third (1/3) of the directors for a term of two years, being the one-third (1/3) of the directors with the greater number of votes, and the remaining third (1/3) of the directors for a term of one year and at each annual meeting thereafter the member shall elect successor directors for a term of three years. The directors shall hold office until their successors have been elected and have held their first meeting. The member shall set the number of directors at each annual meeting.

Section 2. Powers and Duties: The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and shall do all such acts and things as are not by law or by the Bylaws directed to be exercised and done by the Members. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following:

(a) Operation, care, upkeep and maintenance of the Common Properties, and such duties with respect to the lots as are provided in the Declaration.

(b) Determination of an annual budget and the Common Expenses required for the affairs of the Association.

(c) The establishment, levying, assessment and collection of annual and special Assessments and Common Charges from the Members.

(d) The employment and dismissal of the personnel necessary for the maintenance, repair, replacement and operation of the Common Properties.

(e) Opening of bank accounts in the name of the Association and designating the signatories required therefor.

(f) Purchasing or leasing or otherwise acquiring in the name of the Association or its designee, corporate or otherwise, Lots offered for sale or lease, or surrendered by their Owners to the Board of Directors or to the Association.

(g) Purchasing of Lots, including at foreclosure or other judicial sales in the name of the Association, or its designee, corporate or otherwise.

(h) Selling, leasing, subleasing, mortgaging, voting the votes appurtenant to (other than for the election of the Board of Directors) or otherwise dealing with lots acquired or leased by the Association or its designee, corporate or otherwise, on behalf of all Members.

(i) Organizing corporations to act as designees of the Association in acquiring title to or leasing lots.

(j) Leasing, subleasing or entering into agreements including concession agreements for all or part of the Common Properties for the benefit of the Members.

(k) Obtaining and maintaining insurance on the Common Properties.

(l) Making of repairs, additions, improvements or alternations to and restoration of the Properties.

(m) Leasing or otherwise acquiring the right to use, either exclusively or in common with others, recreational and other facilities for the benefit of Members.

(n) Adopting, amending and promulgating Rules and Regulations governing the conduct of all persons on the Properties and the operation and use of the Properties. The board shall have the power to levy charges against the Members for violation thereof, for which they are responsible, provided that no such levy may be for more than $25.00 for any one violation; but for each day a violation continues after notice, it shall be considered a separate violation. Collection of such charges may be enforced against the Member or Members responsible as a Common Charge.

(o) The Board of Directors may also enforce, by any legal means, the provisions of the Declaration, the Bylaws, and the Rules and Regulations for the use of the Properties.

(p) To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any member, officer or director of the Association in any capacity whatsoever.

Section 3. Management: The Board of Directors may employ or enter into a contract or agreement with a Manager for the properties, at a compensation or consideration established by the Board, to perform such duties and services as the Board shall authorize. The Board of Directors may authorize such manager to perform all of the duties set forth in Section 2 and other duties consistent therewith, but shall not delegate to the Manager the powers of the Board of Directors set forth in sub-sections (b), (f), (g), (h), and (m) and with respect to officers (p) of Section 2. Any employment contract between the Manager and the Association must provide that it may be terminated with cause on no more than thirty days (30) written notice and without cause on no more than ninety (90) days written notice. Any such employee contract entered into must provide that it may be terminated by the Association without cause and without penalty on no more than ninety day (90) written notice.

Section 4. Removal of Directors: At any time and at any regular or special meeting of the members, any one or more of the Board of Directors may be removed with cause, by a majority vote of the members eligible to vote, following notice thereof in the call of the meeting and a successor or successors may then and there or thereafter be elected by such eligible members to fill the vacancy thus created.

Section 5. Vacancies: Vacancies on the Board of Directors caused by any reason other than the removal of a director by a vote of the members eligible to vote shall be filled by vote of a majority of the remaining directors at a regular or special meeting of the Board of Directors held promptly after the occurrence of any such vacancy, even though the Directors present at such meeting shall constitute less than a quorum and each person so elected shall be a director for the remainder of the term of the director so replaced, and until his successor shall be duly elected.

Section b. Organization Meeting: The first regular meeting of the Board of Directors following a meeting of the Members at which directors are elected, shall be held within ten days thereafter at such time and place as shall be necessary to the Board of Directors in order legally to constitute such a meeting, providing a quorum shall be present at such first regular meeting.

Section 7. Regular Meetings: Regular meeting of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors. Notice of regular meeting of the Board of Directors shall be given by the secretary to each director personally or by mail or telegraph at least three days prior to the day named for the meeting.

Section 8. Special Meetings: Special meeting of the Board of Directors may be called by the president with three days' notice to each director, given personally or by mail or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the president or secretary in like manner and on like notice on the written request of at least two directors.

Section 9. Waiver of Notice: Any director of the board of Directors may at any time e waive notice of any meeting of the board of Directors in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board of Directors shall constitute a waiver of notice by him of the time and place thereof. If all members of the Board are present at any meeting of the Board, no notice shall be required and any business may be transacted at such a meeting.

Section 10. Quorum of Board of Directors: At all meetings of the Board of Directors, the presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the votes of majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors.

Section 11. Compensation: No director shall receive any compensation from the Association for acting as a director.

Section 12. Liability of the Board of Directors: The directors shall not be liable to the Association or to any Member for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct. The Association shall defend, indemnify and hold harmless each of the directors against all liability arising out of their conduct on behalf of the Association, unless such conduct shall have been willful misconduct. It is intended that the directors shall have no personal liability with respect to any contract made by them on behalf of the Association (except as Members). The directors may have the Association provide insurance, covering liability of directors of the Association and the premiums therefore shall be a Common Expense.

Section 13. Fiscal Year: The Board of Directors shall establish a fiscal year.

Section 14. Administrative Duties: It shall be the duty of the Board of Directors:

(a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting when such is requested in writing by one-half (1/2) of the Members entitled to vote.

(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.

(c) As more fully provided in the Declaration applicable to the Properties:

(1) To fix the amount of annual and special Assessments against each Lot and Member at least thirty days in advance of the date of their commencement; and

(2) Cause to be prepared a roster of Members, Lots and Assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Member or his designee; and,

(3) Cause to be sent written notice of each Assessment to every Member subject thereto.

(d) To issue, or to cause an officer or Manager to issue, upon demand by any Member, mortgagee, prospective purchaser or prospective mortgagee, a certificate setting forth whether any Assessment has been paid. Such certificate shall be conclusive evidence of any unpaid or paid Assessment therein stated.

ARTICLE IX

OFFICERS

Section 1. Designation: The principal officers of the Association shall be the president, the vice president, the secretary and the treasurer, all of whom shall be elected by the Board of Directors. The president shall be elected by the Board of Directors from among the Board. The Board of Directors may elect a vice president, a treasurer, an assistant treasurer, a secretary, an assistant secretary and such other officers as in its judgment may be necessary, who need not be Members. Any corporate, partnership or fiduciary Member may designate or replace from time to time any of its officers, employees or agents who shall be eligible for such election.

Section 2. Election of Officers: The officers of the Association shall elected annually by the Board of Directors at the organization meeting of each new Board of Directors and shall hold office at the pleasure of the Board.

Section 3. Removal of Officers: Upon the affirmative vote of a majority of the Board of Directors, any officer may be removed, either with or without cause and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 4. President: The president shall be the chief executive officer of the Association. He shall preside at all meetings of the Members and of the Board of Directors. He shall have all the general powers and duties which are usually vested in the office of president of a corporation, organized under the laws of the State of Maine including but not limited to the power to appoint committees from time to time as he may, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Association.

Section 5. Vice President: The vice president shall take the place of the president and perform his duties whenever the president shall be absent or unable to act. If neither the president nor the vice president is able to act, the Board of Directors shall appoint some other member of the Board to act in the place of the president on an interim basis. The vice president shall also perform such other duties as shall, from time to time, be assigned to him by the Board of Directors or by the president.

Section 6. Secretary: The secretary shall keep the minutes of all meetings of the Members and of the Board of Directors; he shall have charge of such books and papers as the Board of Directors and these bylaws may direct; he shall give all notices required by the bylaws unless otherwise provided; and he shall, in general, perform all the duties incidental to the office of secretary of a corporation organized under the laws of the State of Maine.

Section 7. Treasurer: The treasurer shall have responsibility for Association funds and securities and shall cause the financial records and books of account in books belonging to the association to be kept. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, in such depositories as may from time to time be designated by the Board of Directors; and he shall, in general, perform all the duties incident to the office of treasurer of a corporation organized under the laws of the State of Maine.

Section 8. Signatories to Documents: All agreements, contracts, deeds, leases, checks and other documents of the Association shall be executed by any officer of the Association or by such other person or persons as may be designated by the Board of Directors.

Section 9. Compensation of Officers: No officer shall receive any compensation from the Association for acting as such.

Section 10. Combined Officers: Any officer may hold more than one office.

ARTICLE X

OPERATION OF THE PROPERTIES

Section 1. Determination of Common Expenses and Fixing of Common Charges: The Board of Directors shall, from time to time, and at least annually, prepare a budget for the Properties, determine the amount of the Assessments payable by the Members to meet the Common Expenses and allocate and assess such Assessments among the Members in the manner set forth in the Declaration. The Board of Directors shall advise all Members promptly, in writing, of the amount of Assessments payable by each of them, respectively, as determined by the Board of Directors, and shall furnish copies of the budget on which such Assessments are based to all Members and mortgagees upon request. The Common Expenses shall include, among other things:

(a) the cost of repairs and maintenance of the Common Properties and appurtenant interests;

(b) all insurance premiums on all policies of insurance required to be or which have been obtained by the Board of Directors pursuant to Article XIII and Article VIII, Section 12;

(c) such amounts as the Board of Directors may deem proper for the operation of the Properties, including without limitation an amount for its working capital, a general operating reserve, a reserve fund for replacements, and sums necessary to make up any deficit in the Common Expenses for any prior year;

(d) expenses incurred in leasing or otherwise acquiring the right to use either exclusively or in common with others, recreational or other facilities for the benefit of Members;

(e) any other expense in connection with the Common Properties or improvements which the board of Directors deems to be of mutual benefit to the Members.

Section 2. Payment of Assessments: All Members shall be obligated to pay the Assessments annually or at such other time or times as the Board of Directors shall determine, as provided in the Declaration. The Board may authorize Assessments to be collected by a mortgagee of one or more Lots or by the Manager.

Section 3. No Waiver of Liability for Assessments: No Member may exempt himself from liability for Assessments by waiver of the use of enjoyment of any of the Common Properties, by abandonment of his Lot, by suspension of his use of the Common Properties, pursuant to the Bylaws or Rules and Regulations or for any other reason whatsoever.

Section 4. Successor's Liability for Assessments: A Person who acquires a Lot shall be liable for, and the Lot shall be subject to a lien for, any unpaid Assessments against the Lot, but not in excess of the amount set forth in a statement provided pursuant to Article XII, Section 2, or Article VIII, Section 14(d) hereof.

Section 5. Default in Payment of Assessments: In the event of default by any Member in paying to the Association any Assessment as determined by the Board of Directors, such Member shall be obligated to pay interest, from the due date thereof until collected, at the rated of eighteen (18%) percent per annum on such Assessment, including, at the option of the Board of Directors any portion thereof which has been levied but is not yet due and payable. Such Member shall also be obligated to pay all expenses, including attorneys' fee, incurred by the Association in any proceeding brought to collect such unpaid Assessment. The Board of Directors shall collect such Assessment, together with interest thereon, and the expenses of the proceeding including such attorneys' fees, by an action to recover the same brought against such Member, or by foreclosure of the lien on such Lot under powers granted by the Declaration. The use of recreational facilities by any member entitled to such use may be suspended by action of the Board of Directors during the period when any Assessment remains in default.

Section 6. Foreclosure of Liens for Unpaid Assessments: In any action brought by the Association to foreclose a lien on a Lot because of any unpaid Assessments, the Owner shall be required to pay reasonable rental for the use of his Lot and the plaintiff in such foreclosure action shall be entitled to the appointment of a receiver to collect the same. The Association acting on behalf of all members, shall have power to purchase such Lot at the foreclosure sale and to acquire, hold, lease, mortgage, vote and votes appurtenant thereto (other than for the election of members of the Board of Directors), convey or otherwise deal with the same. A suit to recover a money judgment for unpaid Assessments shall be maintainable without foreclosing or waiving the liens securing the same.

Section 7. Maintenance, Repair and Replacements:

(a) Common Properties: The Association shall maintain, repair and replace all of the Common Properties. In the event that such maintenance, repair or replacement was caused by the negligence or misuse by a Member, such expense may, in the discretion of the Board of Directors, be charged to such Member as a Common Charge.

(b) Lots: Each Owner shall maintain, repair and replace, at his own expense, all portion of his Lot, except to the extent that the Declaration provides that the Association is responsible. Each Owner shall be responsible for damages to any other Lot or to the Common Properties caused intentionally or by his failure to properly maintain, repair, or make replacements to his Lot.

Section 8. Utility Charges: The costs of utilities serving the Community such as water, sewer, electricity and transmission of television not individually metered to a Lot shall be a Common Expense assessed to the Owners pursuant to Article VI of the Declaration.

Section 9. Limitation on Expenditures: Any provisions contained in these bylaws to the contrary notwithstanding, the power of the Association and its Board of Directors to expend any amount or incur a contractual obligation in any amount in excess of One Thousand Dollars ($1,000.00) is subject to the requirement that the consent of the Owners of at least fifty-one percent (51%) of the votes in the Association shall be required.

ARTICLE XI

USE OF PROPERTY

Section 1. Restriction on the Use of Properties: The use of the Properties shall be in accordance with the provisions of the Declaration and in accordance with the Rules and Regulations as they may be amended from time to time.

Section 2. Rules and Regulations: Rules and Regulations concerning the use of the Lots and the Common Properties may be made and amended from time to time by the Board of Directors. Copies of such Rules and Regulations shall be furnished by the Board of Directors to each Member prior to the time the same shall become effective.

Section 3. Abatement and Enjoinment of Violations: The Violation of any Rule or Regulation adopted by the Board of Directors or the breach of any obligation or covenant contained in the Bylaws or Declaration, shall give the Board of Directors the right, in addition to any other rights set forth by these Bylaws:

(a) To enter the Lot in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Owner, any structure, thing, or condition that exists therein contrary to the intent and meaning of the provisions thereof, and the board of Directors shall not thereby be deemed guilty in any manner of trespass.

(b) To enjoin, abate or remedy the continuance of any such breach by appropriate equitable proceedings including mandatory injunction, there being no appropriate legal remedy, at the cost of the Member, together with attorneys' fees and costs.

(c) If personal conduct of any person violates the Rules and Regulations, to suspend any such person from the use of the Common Properties for violation of such Rules and Regulations far a period not to exceed thirty (30) days, in addition to the period during which the violations continues.

(d) To levy summary charges against a Member for such violations, in addition to such damages as may be incurred, provided that no summary charges may be levied for more than Twenty-Five ($25.00) Dollars for any one violation; but for each day a violation continues after notice, it shall be considered a separate violation. Collection of charges for damages and/or summary charges may be enforced against the Member or Members involved as if the charge were a Common Charge owed by the particular Member or Members.

ARTICLE XII

MORTGAGES

Section 1. Notice to Association: An Owner who mortgages his Lot or the mortgagee shall no's Association of the name and address of the mortgagee. The Association shall maintain such information in a file entitled "Mortgages of Lots".

Section 2. Statement of Assessment or Common Charge: The Association, whenever so requested in writing by an Owner a prospective Owner, a mortgagee, or. a prospective mortgagee of a Lot, shall promptly report any then unpaid Assessments or Common Charges due from, or any other default by, the then present Owner.

Section 3. Notice of Default: The Association, when giving notice to an Owner of a default in paying Assessments or Common Charges of other default, shall send a copy of such notice to each holder of a mortgage covering such Lot if the name and address of such mortgagee has previously beers furnished to the Association.

ARTICLE XIII

INSURANCE

Section 1. Insurance: The Association's Board of Directors or its duly authorized agent shall have the authority to and shall obtain insurance for all insurable improvements on the Common Property. This insurance shall cover loss or damage by fire or other hazards, including extended coverage, vandalism, and malicious mischief and shall be in an amount sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage of destruction from any such hazard. Alternatively, the Board may purchase "all-risk" coverage in like amounts. The policy shall cover the interests of and name as named insured the Association, the Board of Directors, and all the Owners and their Mortgagees and their Mortgagee's successors and assigns as their insurable interests may appear and the policy shall contain a standard Maine Mortgage Clause in favor of each Mortgagee of a Lot, whether or not named therein.

The Board may obtain a public liability policy applicable to the Common Property covering the Association and its members for all damage or injury caused by the negligence of the Association or any of its members or agents, and, if reasonably available, directors' and officers' liability insurance. The public liability policy shall have a combined single limit of at least One Million ($1,000,000.00) Dollars.

Premiums for all insurance shall be common expenses of the Association. The policies may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost.

All such insurance coverage obtained by the board of Directors shall be written in the name of the Association, as trustee, for the respective benefited parties, as further identified by subparagraph (b), below. Such insurance shall be governed by the provisions hereinafter set forth:

(a) All policies shall be written with a company licensed to do business in the State of Maine and holding a rate of VI or better in the financial category as established by A.M. Best Company, Inc., if available, or, if not available , the most nearly equivalent rating.

(b) Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any. related thereto.

(c) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their Mortgagees, and the insurance carried by the Association shall be primary.

(d) All casualty insurance policies shall have an inflation guard endorsement and an agreed amount endorsement if these are reasonably available and all insurance policies shall be reviewed annually by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the county where the Community is located.

(e) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following:

(i) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners and their respective tenants, servants, agents, and guests;

(ii) a waiver by the insurer of its rights to repair and reconstruct instead of paying cash;

(iii) that no policy may be cancelled, invalidated, or suspended on account of any one or more individual Owners;

(iv) that no policy may be cancelled, invalidated, or suspended on account of any defect or the conduct of any director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect or to cease the conduct and the allowance of a reasonable time thereafter within which a cure may be effected by the Association, its manager, any Owner or Mortgagee;

(v) that any "other insurance" clause in any policy exclude individual Owners policies from consideration; and

(vi) that no policy may be cancelled or substantially modified without at least ten (10) days prior written notice to the Association.

In addition to the other insurance mentioned in this Section, the Board shall obtain worker's compensation insurance, if and to the extent necessary, to satisfy the requirements of applicable laws, and a fidelity bond or bonds on directors, officers, employees, and other persons handling or responsible for the Association's funds. The amount of fidelity coverage shall be determined in the directors' best business judgment. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and may not be cancelled or substantially modified without at least ten (10) days prior written notice to the Association. The Association shall also obtain construction code endorsements, steam boiler coverage, and flood insurance, and such other insurance policies, endorsements, and bonds as may now or in the future be necessary to satisfy the requirements of The Mortgage Corporation or the Federal National Mortgage Association.

ARTICLE XIV

RECORDS

Section 1. Records: The Association shall keep detailed records of the actions of the Board of Directors and the Manager, minutes of the meetings of the Board of Directors, minutes of the meetings of the Members, names of the Members and Mortgagees, and financial records and book of account for the Properties, including chronological listing of receipts and expenditures, as well as a separate account for each Lot, which, among other things shall contain the amount of each assessment or Common Charges against such Lot, the date when due, the amount paid thereon, and the balance remaining unpaid.

Section 2. Statement: A written report and statement summarizing all receipts an expenditures of the association shall be rendered by the Board of Directors to all Members at least annually.

Section 3. Annual Report: In addition to the annual statement referred to above, an annual report of the receipts and expenditures of the Association, prepared, but not necessarily audited, by a certified public accountant, shall be rendered by the Board of Directors to all Members promptly after the end of each fiscal year.

Section 4. Examination of Records: Each Owner and Mortgagee shall be permitted to examine the books of account of the Associations at the Association's office and at reasonable times on business days.

ARTICLE XV

PROXIES

At all corporate meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary.

ARTICLE XVI

AMENDMENT TO BYLAWS

Section 1. Method of Amendment: These Bylaws may be altered, amended or added to at any duly called meeting of the Members, provided:

(a) that notice of the meeting be given to all Members and Mortgagees, which notice shall contain a substantial statement of the proposed amendment;

(b) that the amendment be approved in writing by the holders of mortgages on not less than fifty (50%) percent of the Lots subject to mortgages;

(c) that the amendment be approved by the Board of Directors of the Associations; and

(d) that the amendment be approved by at least fifty (50%) percent of the Members entitled to vote at such meeting.

Section 2. Recording of Amendment: No amendment shall be effective until recorded.

Section 3. Effect of Amendment upon Encumbrances: No amendment or modification of the Bylaws will affect or impair the validity or priority of any mortgage encumbering the Lot or Lots, nor the validity or priority of any other lien.

ARTICLE XVII

INVALIDITY, CONFLICT AND WAIVER

Section 1. Invalidity: The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these Bylaws, and, in such event, all of the other provisions of these Bylaws shall continue in full force and effect as if such invalid provision had never been included herein.

Section 2. Conflict: These Bylaws are set forth to comply with the requirements of the Maine Non-profit Corporation Act and the Declaration. In the event of any conflict between these Bylaws and the provisions of such Act or of the Declaration, the provisions of such Act, of the Declaration, as the case may be, shall control. In the event an amendment to the Bylaws conflicts with the terms of the Declaration and the Declaration is not amended so as to be consistent with the amended Bylaws, then, to the extent of said conflict, the amended Bylaws shall control. In the event of conflicts between amendments to both the Bylaws and Declaration, the latest amendment shall control.

Section 3. Waiver: No restriction, condition, obligation, or covenant contained in these Bylaws shall be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the violations or breaches thereof which may occur.

ARTICLE XVIII

MISCELLANEOUS

Section 1. Notices: All notices hereunder shall be sent by mail to the Association at its offices at P.0. Box 789, Bethel, Maine 04217 to Owners to the building in which such Lot is located; or to such other address as may have been designated by a Member from time to time in writing to the Association; to mortgagees at their addresses as designated by them from time to time in writing to the Association. All notices from or to the Association shall be deemed to have been given when mailed, except notice of changes of address which shall be deemed to have been given when received.

Section 2. Captions: The captions herein are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of these Bylaws or the intent of any provision thereof.

Section 3. Gender: The use of the masculine gender shall be deemed to include the feminine and neuter gender, the use of the singular shall be deemed to include the plural, and vice versa, when the context so requires.

Section 4. Tort Liability: Each Member shall be deemed to have released and exonerated each other Member and the Association, and the Association shall be deemed to have released and exonerated each Member from any tort liability other than that based on fraud or criminal acts to the extent to which such liability is satisfied by proceeds of insurance carried by a Member or by the Association.