BYLAWS OF GHENT SQUARE COMMUNITY ASSOCIATION

ARTICLE I. NAME AND LOCATION

The name of the corporation is GHENT SQUARE COMMUNITY ASSOCIATION, hereinafter referred to as the “Association.” The principal office of the corporation shall be located at 1640 Virginia National Bank Building, Norfolk, Virginia 23510, but meetings of Members and Directors may be held at such places within the State of Virginia as may be designated by the Board of Directors.

ARTICLE II. DEFINITIONS

Section 1. “Association” shall mean and refer to GHENT SQUARE COMMUNITY ASSOCIATION, its successors and assigns.

Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration (hereinafter defined), and any annexations thereto.

Section 3. “Common Areas” shall mean all real property owned by the Association for the common use and enjoyment of all or any of the Members of the Association and so designated in the Declaration (hereinafter defined). As used in the context of these Bylaws, the term “Common Area” shall be deemed to include and embrace the term “Common Area Easement,” where applicable.

Section 4. “Site” shall mean and refer to the numbered and/or lettered lots or sites on the real property or a similarly designated condominium housing unit shown on recorded plats of the Properties and which is a part of the Properties, save and except the Common Area, the Common Area Easements and the Parcels.

Section 5. “Member” shall mean and refer to every person or entity who holds a membership in the Association.

Section 6. “Owner” shall mean and refer to the record Owner, whether one or more persons or entities, of the fee simple title to any Site or Parcel which is a part of the Properties, excluding those having such interest merely as security for the performance of an obligation.

Section 7. “Assessable Unit” shall mean and refer to each and every Site (including condominium units) which has been conveyed by the Declarant to an Owner, and on which has been constructed a dwelling unit certified for occupancy by the City of Norfolk or as “completed” by the Declarant.

Section 8. “Declarant” shall mean and refer to the Norfolk Redevelopment and Housing Authority, a political subdivision of the Commonwealth of Virginia, its successors and assigns.

Section 9. “Supplementary Declaration” shall mean any declaration of covenants, conditions and restrictions which may be recorded subsequent to the recordation of the Declaration which extends the provisions of the Declaration to real property in the City of Norfolk, Virginia, other than that real property described on page 1 of the Declaration, or makes additional covenants, conditions and restrictions applicable to any of the Properties or portions thereof.

Section 10. “Parcel” shall mean and refer to any platted parcel of land within the Properties shown on any plat recorded on October 3, 1975, or thereafter which has not been subdivided into Sites, Common Area or Common Area Easements, including each portion of the Properties designated as “Parcel (Number and/or Letter)” on any aforesaid plat of the Properties or any portion thereof recorded by the Declarant.

Section 11. “Declaration” shall mean and refer to the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS applicable to the Properties, recorded in the Clerk’s Office of the Circuit Court of the City of Norfolk, Virginia, in Deed Book 1354, at Page 731.

Section 12. “Parcel Committee” shall mean and refer to those Members appointed or elected to represent the interests of the Owners of the Sites within a particular Parcel or group of Parcels at any meeting or meetings of the Association or the Board of Directors of the Association.

ARTICLE III. MEMBERSHIP

Every person entity who is a record Owner of a fee or undivided fee interest in any Site or Parcel shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Site or Parcel within the Properties. Ownership of such Site or Parcel shall be the sole qualification for membership.

ARTICLE IV. PROPERTY RIGHTS, RIGHTS OF ENJOYMENT

Each natural person Member who shall be in good standing shall be entitled to the use and enjoyment of the Common Area, or portions thereof, and the facilities thereon as provided in the Declaration. Any such Member may delegate his rights of enjoyment of the Common Area and facilities to the members of his family, his tenants or contract purchasers, who reside on the Properties. Such member shall notify the Secretary of the Association, at least 10 days prior to the use of the Common Area and facilities, in writing, of the name or names of any such delegate(s).

The Board of Directors may from time to time establish or disestablish a non-voting recreational affiliation available to residents of “Ghent” (defined for this purpose as the residential area of the City of Norfolk generally bounded on the east by Granby Street, on the north by 21st Street, on the south by Brambleton Avenue, and on the west by Hampton Boulevard) providing to such recreational affiliates the right to use and enjoy the Common Area and facilities of the Association, or portions thereof, on such terms, for such period of time, and according to such rules, regulations and fees as may be promulgated by the Board of Directors.

ARTICLE V. BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE

Section 1. Number. The affairs of the Association shall be managed by a Board of Directors (hereinafter “Board”), who need not be Members. The initial Board of seven (7) Directors will serve until the first Annual Meeting; the number of Directors shall be seven (7). As long as the Class B membership (as defined in the Articles of Incorporation and the Declaration exists, the Board shall consist of Directors appointed by the Class B Member to serve at the pleasure of the Class B Member, and Directors elected by the Class A Members. Upon termination of the Class B membership, all Directors shall be elected by the Class A Members.

Section 2. Composition. The apportionment of the Board between appointed and elected Directors shall be as follows:

At the first Annual Meeting of Members, five Directors shall be appointed by the Class B Member and one Director elected for a term of one year and one Director elected for a term of two years by the Class A Members. Thereafter, elected Directors shall be elected by the Class A Members for two year terms. In the event the Association has fewer than ten (10) Members on the date of the first or any subsequent Annual Meeting, all Directors for the Association’s forthcoming year of operation shall be appointed by the Class B Member.

Six weeks prior to subsequent Annual Meetings the Board shall determine the number of Directors to be elected by the Class A Members at the next Annual Meeting so that the number of elected director seats shall be equivalent to one seat for each seventy (70) Class A votes outstanding and entitled to be voted as of sixty (60) days prior to the Annual Meeting date, but in no event shall the number of elected director seats be less than two or more than five so long as the Class B membership exists, unless the Association has fewer than ten (10) Members in which case there shall be no elected Directors, as provided above. The remainder of the Directors shall be appointed by the Class B Member.

Section 3. Method of Nomination. Candidates for election to the Board shall file a petition of candidacy, signed by not less than ten (10) Members, with the Elections Committee at least four (4) weeks before the Annual Meeting. The Elections Committee shall mail or otherwise provide to all Members a ballot containing the name of all bona fide candidates for elective seats who have so filed not less than ten (10) days before the Annual Meeting.

Section 4. Method of Election. Election shall be by secret written ballot or proxy at the Annual Meeting or by ballot or proxy delivered to the Chairman of the Elections Committee prior to the start of the Annual Meeting. The Members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation. Cumulative voting is not permitted. Those persons receiving the largest number of votes shall be elected.

Section 5. Resignation and Removal. The unexcused absence of an elected Director from three (3) consecutive regular meetings of the Board shall be deemed a resignation. Any elected Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of an elected Director, his successor shall be selected by the remaining Directors and shall serve for the unexpired term of his predecessor.

Section 6. Compensation. No Director shall receive compensation for any service he may render to the Association in his capacity as a Director. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 7. Action Taken Without a Meeting. The Board shall have the right to take any action in the absence of a meeting which the Directors could take at a meeting by obtaining the written approval of all Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE VI. MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly with or without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meeting. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any three (3) Directors, after not less than three (3) day’s notice in writing to each Director.

Section 3. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4. Executive Sessions. All Meetings of the Directors shall be open to observers, except that the Presiding Officer may call the Directors into executive session to discuss personnel matters or to hold hearings on infractions of published rules and/or regulations. Any action taken by the Board in executive session shall be recorded in the records of the Association’s corporate affairs.

ARTICLE VII. ELECTIONS COMMITTEE

Section 1. Composition. The Elections Committee shall consist of a chairman, who shall be a member of the Board, and two or more other persons who are Members of the Association or members of the Board. The Elections Committee shall be appointed by the Board prior to each annual meeting of the Board, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting.

ARTICLE VIII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have the power to:

(a) appoint and remove officers of the Association and establish their compensation, if any;

(b) adopt and publish rules, regulations and reasonable fees governing the use of the Common Area and facilities, and the personal conduct of the Members, associate members and their guests thereon, and to establish penalties, within the limits set out in the Declaration and the Articles of Incorporation, for the infraction thereof;

(c) exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Members by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

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 acts and corporate affairs and to present a statement, including a detailed financial statement, thereof at the regular Annual Meeting of said Members or at any special meeting, when such statement is requested in writing by one-fourth (¼) of the Class A Members (as defined in the Declaration and Articles of Incorporation) who are entitled to vote;

(b) supervise all officers of the Association and see that their duties are properly performed;

(c) as more fully provided herein and in the Declaration,

(1) fix the amount of the Annual assessment against each Site at least thirty (30) days in advance of each Annual assessment period, as provided in ARTICLE VI of the Declaration; and

(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;

(3) enforce the collection of assessments as more particularly set forth in ARTICLE VI, Section 10 of the Declaration.

(d) issue, or cause an appropriate office to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain liability, hazard or other insurance for the protection of the Association and its Property;

(f) cause all officers and employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) prepare, or cause to be prepared, on an annual basis, for each forthcoming fiscal year (as defined in ARTICLE XVII hereof), a complete, itemized and detailed operating budget of such fiscal year, which budget shall:

(1) be submitted to the Board for approval, and as approved (with or without modification by the Board), be adopted by resolution of the Board prior to each Annual Meeting of the Members, and as so adopted by the Board;

(2) be presented to the Members at such Annual Meeting, provided, however, that a copy of such budget shall be sent to each Member at least 30 days prior to such meeting, together with such resolution of the Board, and shall be approved and adopted or disapproved and rejected by the Class B Member, if any, and a majority of the Class A Members present in person or by proxy, as shall constitute a quorum in accordance with the provisions of Section 4 of ARTICLE X hereof; and

(h) cause the Common Area, the Common Area Easements and facilities thereon to be maintained, and to that end, the Board of Directors shall secure the services of such independent contractor(s) and/or employ such persons as shall demonstrate and possess all of the suitable skills, experience, equipment and resources for the maintenance of the Common Area, the Common Area Easements and facilities thereon in a professional and attractive manner and the maintenance of all landscaped areas in a healthy condition and neat appearance;

(i) adopt and publish rules and regulations governing the use of the Common Area and facilities;

(j) fix, levy and collect fees or charges to be paid by recreational affiliates and to be paid for the reservation or rental of the Common Area facilities or portions thereof;

(k) designate depositories for Association funds and designate those officers, agents and/or employees who shall have authority to withdraw funds from Association accounts on behalf of the Association;

(l) set aside adequate reserved funds for operation of the Association and the maintenance, repair and replacement of improvements constructed on Common Areas and Common Area Easements;

(m) exercise its powers and duties in good faith and in the best interest of the Association, and to this end to avoid conflicts of interest.

ARTICLE IX. COMMITTEES

Section 1. The Board of Directors shall appoint an Election Committee, as provided in these Bylaws. In addition, the Board shall appoint other committees as deemed appropriate in carrying out its purposes, such as (but not limited to):

(a) A Recreation Committee which shall advise the Board of Directors on all matters pertaining to the recreation program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines;

(b) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Common Area, the Common Area Easements and/or facilities located thereon, and shall perform such other functions as the Board, in its discretion, determines; provided, however, that the duties and responsibilities delegated to this committee by the Board shall in no way relieve the Board of its ultimate responsibility for the maintenance, repair and improvement of the Common Area and Common Area Easements as is imposed upon the Board under the provisions of Section 2(h) of ARTICLE VIII hereof.

(c) A Public Relations Committee which shall inform the Members of all activities and functions of the Association, and shall, after consulting with the Board, make such public releases and announcements as are in the best interest of the Association; and

(d) A Finance Committee which shall supervise the annual audit of the Association’s books and prepare the annual budget and statement of income and expenditures to be presented to the membership at its regular Annual Meeting, as provided in ARTICLE XI, Section 8(d). The Treasurer shall be an ex officio member of the Finance Committee.

Section 2. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate within the powers delegated to it by the Board or refer them to such other committee, director or officer of the Association as may be concerned with the matter presented.

ARTICLE X. MEETING OF MEMBERS

Section 1. Annual Meetings. The Annual Meeting of the Members shall be held on the second Monday of December of each year at the hour of 7:15 p.m.

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President, the Board of Directors, or the Class B Member, or upon written request of the Members who are entitled to vote one-fourth (¼) of all of the outstanding votes of the entire membership or who are entitled to vote one-fourth (¼) of the outstanding votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, either personally or by mailing a copy of such notice, postage prepaid, not less than ten (10) nor more than fifty (50) days before the date of such meeting, to each Member entitled to vote thereat, addressed to the Member at his address last appearing on the books of the Association or at such other address as shall be supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. If the applicable statutes of the State of Virginia require a longer period of notice, such statutory requirement shall apply.

Section 4. Quorum. The presence at the meeting, in person or by proxy, of Members entitled to cast the Class B vote and twenty-five percent (25%) of the votes of the Class A membership shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members present, in person or by proxy and entitled to vote thereat, shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid or such decreased quorum required pursuant to the Declaration shall be present or represented by proxy.

Section 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated and filed with the Secretary. Each proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Site, or upon the expiration of ninety (90) days from the date of the proxy.

ARTICLE XI. OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of the Association shall be a President, and a Vice President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each Annual Meeting of the Members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for a term of one year, unless they shall sooner resign or shall be removed or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice 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.

Section 6. Vacancies. A vacancy in any office may be filled by the Board at any meeting of the Board. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. 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 except in the case of special offices created pursuant to Section 4 of this ARTICLE XI.

Section 8. Duties. The duties of the officers are as follows:

(a) President—The President shall preside at all meetings of the Board of Directors and of the Members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments in the name and behalf of the Association and shall consign all checks and promissory notes.

(b) Vice President—The Vice President shall act in the place and stead of the President in the event of the President’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him 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 Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association, together with their addresses, and shall perform such other duties as are 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 resolution of the Board of Directors, shall sign all checks of the Association; keep proper books of account; cause an annual audit of the Association’s books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented at the regular Annual Meeting of the Members, and deliver a copy of each to the Members.

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 principle office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XIII. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Each officer and Director of the Association in consideration of his services as such, shall be indemnified by the Association to the extent permitted by law against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, to which he may be a party by reason of being or having been a Director or officer of the Association. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Director or officer or person may be entitled by law or agreement, or vote of the Members or otherwise.

ARTICLE XIV. ARCHITECTURAL REVIEW BOARD

1) Composition. The Declarant shall appoint an Architectural Review Board comprised of a chairman, who shall not be a Director, and two or more Members. A quorum for Architectural Review Board action shall be three members. Upon termination of the Class B membership, the Architectural Review Board shall be appointed by the Board of Directors.

2) Duties. It shall be the duty of the Architectural Review Board to regulate the external design, appearance, location and maintenance of the Properties and of improvements thereon and to regulate such uses of property, as described in the Declaration.