AMENDED BY-LAWS

Of

HALE ESTATES OWNERS’ ASSOCIATION

THESE AMENDED BY-LAWS (hereinafter referred to as the “Amended By-Laws”) are made this _____ day of _____, 2023 (the “Effective Date”) by the Hale Estates Owners’ Association and recorded at the Carroll County Registry of Deeds at Book ____, Page ___. The Amended By-Laws hereby replace and supersede those By-Laws, originally filed with Carroll County, New Hampshire on March 3, 1989, as previously updated by the Association from time to time.

ARTICLE I

DEFINITIONS

Annual Meeting shall mean and refer to a meeting of Members of the Hale Estates Owners’ Association that occurs once a year on the first Saturday in June, unless otherwise decided by the Board, as described more particularly in Article V, Section 2(a).

Association shall refer to Hale Estates Owners’ Association.

Board of Directors (or Board) shall mean and refer to volunteer Members of the Hale Estates Owners’ Association duly elected by the Members of the Association to manage the property, business, and affairs of the Association, as more particularly described in Article II herein.

Covenants shall mean and refer to the Amended Covenants made this _____ day of _____, 2023 by the Hale Estates Owners’ Association and recorded at the Carroll County Registry of Deeds at Book ____, Page ___. The Amended Covenants are incorporated herein in their entirety by reference thereto.

Fiscal Year shall begin on the first day of July and end on the 30th day of June of every year.

Governing Documents shall refer to these Amended By-Laws and the Amended Covenants as described more particularly herein.

Hale Estates refers to the real property formerly known as the Hale Estates Development as more particularly described in Appendix A of the Amended Covenants.

Hale Estates Owners’ Association refers to an Association formed of Owners of Lots within Hale Estates. The Association has incorporated within the State of New Hampshire as a non-profit Corporation having a principal place of business in the town of Conway, County of Carroll, State of New Hampshire. The Corporation may also have an office or places of business within or without the State of New Hampshire, as the Board of Directors may designate.

Lot shall mean and refer to a parcel of land with or without a building thereon located within Hale Estates as more particularly described in the Amended Covenants.

Member shall mean and refer to an Owner of a Lot within Hale Estates and therefore a member of the Hale Estates Owners’ Association.

Owner shall mean and refer to the record owner(s) of the fee simple title to any Lot(s) within Hale Estates as more particularly described in the Amended Covenants.

ARTICLE II

BOARD of DIRECTORS

Section 1: NUMBER: The property, business, and affairs of the Association shall be managed by a Board of seven (7) Directors, unless and until said number is changed as hereinafter provided. The Officers of the Corporation (including the President, Vice President, Treasurer and Secretary) are Directors and are included among the number of Directors (set forth in this Section). Each Director shall be a Member in good standing of the Association.

Section 2: TERM OF OFFICE: The term of office for each Director is three (3) years. The terms of the Directors are staggered such that no more than three of the Directors’ terms expire each year. The Directors shall be elected by the Members to fill any term that is expiring in that year.

Section 3: REMOVAL: Any Director may be removed from the Board, with or without cause, by a two-thirds (2/3) majority vote of the Association Members taken at the Annual Meeting or at an open Special Meeting of the Association. In the event of death, resignation, or removal of a Director, his or her successor shall be selected by the remaining Board Members as provided herein (Article II, Section 7) and shall serve for the unexpired term of his or her predecessor.

Section 4: COMPENSATION: No Director (including Officers) shall receive compensation for any service he or she renders 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 Board Meeting that they could otherwise take at a Board Meeting by obtaining the approval of a simple majority of Directors. Any action so approved shall have the same effect as though taken at a Board Meeting.

Section 6: ELECTION: The Board shall solicit candidate(s) from among the Members interested in filling a Board vacancy. Election of candidate(s) to the Board of Directors shall be held prior to the Annual Meeting of the Association by ballot that validates each Member’s right to cast such ballot. At least two weeks prior to the Annual Meeting, the Board shall distribute to all Members of the Association entitled to vote, a brief biographical statement of each candidate. Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Covenants. The person(s) receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 7: FILLING UNEXPIRED TERM(S): If one or more vacancies shall occur in the Board of Directors for any reason, the remaining Director or Directors may elect by simple majority a successor or successors for the unexpired term(s).

Section 8: DUTIES: The Board of Directors shall manage the property, business, and affairs of the Association.

ARTICLE III

OFFICERS

Section 1: The Board of Directors shall by a simple majority elect Officers, including a President, a Vice President, a Treasurer, a Secretary, and such other Officers as it may deem proper. The Officers shall all be Members in good standing of the Association. The Secretary shall be an inhabitant of the State of New Hampshire and shall keep his or her office therein.

Section 2: The term of office of all Officers shall be one (1) year and until their respective successors are elected and qualify, but any Officer may be removed from office either with or without cause, at any time by the affirmative vote of a two-thirds (2/3) majority of the Board of Directors (or by action of the Association Members pursuant to Article II, Section 3).

Section 3: DUTIES: The Officers’ duties, which may be amended from time to time at the Board’s discretion, are as follows:

a.PRESIDENT: The President shall lead the Board and is responsible for overseeing and handling its procedural duties, including without limitation: (i) serving as the primary authority on all Association rules and Governing Documents; (ii) leading Board Meetings and Association events, including overseeing development of meeting agendas, calling meetings to order, ensuring adherence to agendas, maintaining attendee order and decorum, proposing questions, calling for votes and announcing the results, recognizing others to speak on the floor and at his/her discretion, delegating any of such dut(ies) to one or more other Officers and/or Directors; (iii) appointing committees as deemed appropriate to support Association needs; (iv) mediating and communicating on behalf of the Board to resolve violation(s) of Covenants or other issues involving Members, service providers, contractors, and any third parties; (v) providing oversight and status of key annual calendar milestones; and (vi) acting as the primary contact to the Association’s legal counsel.

b.VICE PRESIDENT: The Vice President shall share leadership and procedural duties with the President at the discretion of the President, including without limitation: (i) serving as a secondary authority on all Association rules and Governing Documents; (ii) assuming the above enumerated leadership duties (Section 3, a.) of the President when the President is either unable to do so or when the President so delegates such duties to the Vice President; and (iii) collaborating with Board members to prepare and assemble supporting materials for Board Meeting and Association events.

c.TREASURER: The Treasurer’s duties shall include without limitation: (i) managing the Association’s funds and financial records; (ii) overseeing third party professional service providers including acting as the primary contact with the Association’s accountant, and ensuring that the Association is in compliance with local, state and federal law (including interacting with legal service providers related to financial compliance); (iii) approving and auditing all financial transactions on a monthly basis; (iv) overseeing billing, banking, collections and disbursement of funds; (v) coordinating creation of an annual budget including capital asset reserve fund (‘CARF’) recommendation(s); (vi) monitoring the budget and reporting on the Association’s financial status throughout the year or as needed, and overseeing year-end reporting and any required audits; (vii) maintaining a master vendor/service provider list including contact details; (viii) leading regularly scheduled Finance Committee meetings; (ix) distributing financial statements to the Board and Association Members as required; (x) serving as the primary administrator of the Association’s financial tools, including online banking and accounting software; (xi) reporting on budget exceptions, providing guidance to the Board for balancing revenue and expenses, and maintaining a balanced budget; and (xii) updating property ownership records and supporting property sales as needed.

d.SECRETARY: The Secretary’s duties shall include without limitation: (i) preparing and maintaining minutes of all Board and Association Meetings, including recordation of any votes taken during such Meetings; (ii) maintaining the official records of the Association, including reviewing and updating Association documents as required and ensuring that they are stored safely and accessible to Association Members; (iii) providing proper notice of meetings, as well as distributing documents, such as official records, agendas, meeting minutes, and member ballots on a timely basis to Association Members; (iv) collaborating with the other Officers as needed to ensure that the Association meets all legal documentation requirements, such as annual filing deadlines; (v) maintaining master Association Member list including contact details; (vi) overseeing routine communications; and (vii) monitoring and responding to Association emails and/or routing such emails to an appropriate Director for review and response.

ARTICLE IV

COMMITTEES

Section 1: EXECUTIVE COMMITTEES – task-oriented extensions of the Board of Directors, which carry out duties regulated by the By-Laws and Covenants. The Executive Committes comprise a minimum of two (2) Directors and a maximum of three (3) non-Board Association Members in good standing. The Directors and Association Members must be approved by a majority of the Board of Directors. Assembly of all committees shall be reviewed annually by the Board.

a. DESIGN COMMITTEE – is responsible for maintaining the Community’s esthetics and property values by ensuring that Homes are constructed to meet architectural guidelines and adhere to certain construction standards, as detailed in the Amended Covenants (see Section 7(p) and Section 8(a)).

b. FINANCE COMMITTEE – chaired by the Treasurer, is responsible for establishing the annual budget, tracking monthly expenses, managing Association funds, scheduling audits, and other financial management duties set forth in Article III, Section 3(c)) and in the Amended Covenants, Section 6, including managing vendor activities.

c. ROADS AND LANDSCAPING COMMITTEE – is responsible for ensuring that the community roads and landscaping are maintained and repaired in accordance with the directives set forth in the Amended Covenants, Section 9(a) and 9(d), including managing vendor activites.

d. WATER COMMITTEE – is responsible for ensuring that the community water systems are maintained and repaired in accordance with the directives set forth in the Amended Covenants, Section 9(b), including managing vendor activities.

e. SEPTIC COMMITTEE – is responsible for ensuring that the community septic systems are maintained and repaired in accordance with the directives set forth in the Amended Covenants, Section 9(c), including managing vendor activities.

f. GOVERNING DOCUMENTS COMMITTEE – is responsible for conducting an annual review of the Governing Documents including but not limited to the Amended Covenants, Restrictions and Easements and the Amended By-laws, as well as any other policies, rules, guidelines, and/or procedures established from time to time by the Board of Directors. This committee will: (1) recommend changes to provisions of the Governing Documents to maintain their relevance in view of changes in circumstances; (2) inform and solicit feedback from the Members regarding any such recommended changes; and (3) ensure that the provisions of the Governing Documents continue to support the goals of the Association.

Section 2: STANDING COMMITTEES – have constant tasks to fulfill and exist for an indefinite period of time. Standing Committees comprise at least one (1) Director and a maximum of three (3) non-Board Association Members in good standing. Assembly of all committees shall be reviewed annually by the Board.

a. COMMUNICATIONS COMMITTEE – ensures that Owners are informed of community news and updates. Committee members may, for example, prepared newsletters, email blasts, service Association website and social media accounts, etc. Committee members and non-committee specialists may provide support as needed for various functions including without limitation, web design, newsletter format, graphics and printing.

b. COMMUNITY OUTREACH / SOCIAL COMMITTEE – plans community events and works to create a sense of community, including for example, facilitating introductions and meetings of community Members with one another and with new Owners.

Section 3: AD HOC COMMITTEES – assembled for a specific purpose and disbanded after that purpose is achieved.

a. ANNUAL CLEANUP COMMITTEE – oversees community workday in collaboration with Roads and Landscaping and Community Outreach Committees.

b. Any others as determined from time to time by the Board.

ARTICLE V

MEETINGS

Notice of any Meetings of the Board and/or of the Members, as detailed below in Sections 1 and 2, may be provided by any written communication, including without limitation, letter, email or other electronic means.

Section 1: MEETINGS OF THE BOARD OF DIRECTORS

a.REGULAR MEETINGS: Regular public Meetings of the Board of Directors shall be held at such time and place as may be decided by the Board of Directors. Such public Meetings shall be open to all Members of the Association. Notice of such regular public Meetings will be provided to the Members not less than one week prior to that meeting. Minutes of each Meeting will be distributed by mail, email or other electronic means to the Members not more than 30 days thereafter.

b. SPECIAL MEETINGS: Special Meetings of the Board of Directors may be held at any time upon the call of any Officer or Director by notice to each Director not less than two days before such Special Meeting. A Special Meeting of the Board of Directors may be held without notice preceding or after any Meeting of the Members at the same place such meeting is held. Special Meetings of the Board may also be held at any time without notice if a Quorum of the Directors are present, or if at any time before or after such Special Meeting those Directors not present waive their notice of the meeting.

c. QUORUM: A majority of the Board of Directors, at a Regular or Special Board Meeting duly assembled, shall constitute a Quorum of Directors for the transaction of business, and the act of such a Quorum of Directors shall be an act of the Board. If at any Board Meeting there shall be less than a Quorum of Directors present, a majority of those present may adjourn the meeting, without further notice, until a Quorum of Directors shall be obtained.

Section 2: MEETINGS OF THE MEMBERS

a. ANNUAL MEETINGS: An Annual Meeting of the Members shall be held each year on the first Saturday in June, unless otherwise decided by the Board. The Annual Meeting shall take place at a location within the State of New Hampshire as determined by the Board. Notice shall be provided to each Member of the date, time and place of the Annual Meeting at least thirty (30) days prior to the date of the meeting. Minutes of the Annual Meeting, including the results of any votes will be distributed to the Members not more than 30 days thereafter.

b. SPECIAL MEETINGS: A Special Meeting of the Members may be called at any time by the President or by the Board and shall be held at a location within the State of New Hampshire as may be designated in a notice of said Special Meeting of the Members. Notice shall be provided to each Member of the date, time and place of the Special Meeting at least five (5) days before such Meeting.

c. QUORUM: At any Meeting of the Members, the presence of Members entitled to cast, or of proxies entitled to cast, comprising at least twenty five percent (25%) of the votes of the Membership shall constitute a Quorum of Members for any action except as otherwise provided in the Covenants or these By-Laws. If there be no such Quorum of Members present at a Meeting, a majority of Members present or represented may adjourn the Meeting. Notice shall be provided to each Member of the date, time and place except as otherwise provided in the Covenants or these By-Laws.

d. PROXIES: Every Member entitled to vote at any Meeting shall be entitled to one (1) vote for a first Lot they own and not more than one (1) additional vote for any additional Lots they own, which vote(s) may be exercised in person or by proxy. All proxies shall be in writing and shall be dated and signed by the Owner and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. A proxy shall expire, unless sooner terminated by the Owner, one year from the date of issuance.

ARTICLE VI

INDEMNITY

Any person made a party to any action, lawsuit, or proceeding because he/she, his/her testator or intestate, is or was a Director and/or Officer of the Association, shall be indemnified by the Association against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him/her in connection with the defense of such action, lawsuit or proceeding, or in connection with any appeal thereof, unless such Director and/or Officer is liable for negligence or misconduct in the performance of his/her duties. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any Director and/or Officer may be entitled apart from the provisions of this section.

ARTICLE VII

AMENDMENTS

Section 1: The By-Laws may be amended at a Meeting of the Members by a vote of two-thirds (2/3) of a quorum of Members present in person or by proxy.

Section 2: In the case of any conflict between the By-Laws and the Covenants, the Covenants shall control.

CERTIFICATION

I, the undersigned, do hereby certify, that I am the duly elected and acting Secretary of Hale Estates Owners’ Association, a New Hampshire non-profit corporation, and that the preceding By-Laws were voted at the Annual Meeting of the Hale Estates Owners’ Association on June ___, 2023, to replace and supersede the By-Laws contained in Book#1307 at the Carroll County Registry of Deeds.

In Witness whereof, I have hereunto subscribed my name.

___________________________

Mark Benedict, Secretary, Date