Declaration of Covenants and Restrictions

Community Acres Homeowners Association, Incorporated

By-Laws and Restrictive Covenants

Table of Contents

I. By-Laws of Community Acres Homeowners Association, Inc

II. Declaration of Covenants and Restrictions

III. Community Acres Restrictions

IV. Amendments

By-Laws Of Community Acres Homeowners Association, Incorporated

Article I

Definitions

Section 1. Association shall mean and refer to the Community Acres Homeowners Association, Incorporated, a non-profit association organized and existing under the laws of the State of West Virginia.

Section 2. The Properties shall mean and refer to the following described real estate situate in Clay District, Wood County, West Virginia:

BEING all of the real estate within Community Acres Subdivision, a plat of which said sub-division is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia, in Plat Book No. 16, at page 45, to which said plat so of record reference is here made and had for a more particular description of said real estate.

And such additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation as provided in Article VI, Section 2, herein.

Section 3. Common Properties shall mean and refer to parks, playgrounds, swimming pools, golf courses, commons, streets, footways, including buildings, structure, personal properties incident thereto, and any other properties owned and maintained by the Association for the common benefit and enjoyment of the residents within The Properties.

Article II

Location

Section 1. The prinicipal office of the Association shall be located at Davisville, Wood County, West Virginia.

Article III

Membership

Section 1. Every person or entity who is a record owners of a fee or an undivided fee interest in any lot which is subject by covenants of record to assessment by this Association including, specifically, covenants imposed by any Supplemental Declaration filed pursuant to the Declaration of Covenants and Restrictions for Community Acres Subdivision dated September 1, 1976, shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.

Section 2. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against which such assessments are made as provided by Article V of the Declaration of Covenants and Restrictions to which The Properties are subject and recorded in the Office of the Clerk of the County Commission of Wood County, West Virginia, on the 22^nd day of November, 1976, and which provides as follows:

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Developer for each unimproved lot owned by him within the properties after January 1, 1983, hereby covenants and each owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association:

(1) annual assessments or charges to the Association which the Association may make payable on a quarterly or other periodic basis;

(2) special assessments for capital improvements, such assessments to be fixed, established, and collected from time to time as hereinafter provided.

The annual and special assessments, together with such interest thereon shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made.

Each such assessment, together with such interest thereon and cost of collection thereof as hereinafter provided, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.

Section 2. Purpose of Assessments.

The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in The Properties and, in particular, for the improvement and maintenance of properties, services, and facilities devoted to this purpose and related to the use and enjoyment of the common properties and of the homes situated upon the properties. Pursuant to the foregoing, the Association may use and employ assessments to provide for the following:

(a) repair, improvement, maintenance and operation of the common properties invluding the payment of taxes and insurance thereon;

(b) paving, repaving, lighting, improving, repairing, maintenance and regulation of streets, alleys, and common ways;

(c) construction, reconstruction, repair, maintenance, operation and improvement of sanitary and storm sewers, sewage plants and sewage systems. The foregoing enumeration of specific uses of assessments, however, shall not be construed to limit the Association to the use of assessments for purposes similar to the foregoing.

Section 3. Initial Assessment Deposit.

The initial purchaser of any lot in Community Acres Addition shall on the date of purchase, deposit with the Association the sum of Ten and 00/100 ($10.00 Dollars as an initial assessment.

Section 4. Basis and Maximum of Annual Assessments.

Beginning January 1, 1977, and until the year beginning January 1, 1978, the annual assessment shall be Thirty-three and 00/100 ($33.00) Dollars per lot, which shall be payable in quarterly installments of Eight and 25.100 ($8.25) Dollars each payable on the 1^st day of January, April, July, and October of each year. From and after January 1, 1978, the annual assessment may be increased by vote of the members, as hereinafter provided, for the next succeeding year, and at the end of each year for each succeeding year. The Board of Directors of the Association may, after consideration of current maintenance costs and future needs of the Association, fix the actual assessment for any year at a lesser amount.

Section 5. Special Assessments for Capital Improvements.

In addition to the annual assessments authorized by Section 4 hereof, the Association may levy, in any assessment year, a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the costs of any construction or reconstruction, unexpected repair or replacement of a described capital improvement on the common properties, including the necessary fictures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are oting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

Section 6. Change in Basis and Maximum of Annual Assessments.

Subject to the limitations of Section 4 hereof, and for the periods herein specified, the Association may change the maximum periods herein specified, the Association may change the maximum and basis of the assessments fixed by Section 4 hereof, prospectively for any such period provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, provided further that the limitations of Section 4 hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under Article II, Section 2, hereof.

Section 7. Quorum for Any Action Authorized Under Sections 5 and 6.

The quorum required for any action authorized under Sections 5 and 6 hereof shall be as follows:

At the first meeting called, as provided in Sections 5 and 6 hereof, the presence at the meeting of members, or of proxies, entitled to cast sixty (60) percent of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 5 and 6 hereof, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 8: Duties of the Board of Directors.

The due date of any special assessment under Section 5 shall be fixed in the Resolution authorizing such assessment. The Board of Directors of the Association shall provide for written notice of the amount of each annual or special assessment to be sent to every owner subject thereto, and shall further provide for the preparation and maintenance of a roster of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any owner. The Association shall, upon demand at any time, furnish to any owner liable for said assessment, a certificate in writing signed by an officer of the Association, a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9. Effect of Non-Payment of Assessment; The Personal Obligation of the Owner; The Lien; Remedies of Association.

If the assessements or any periodic installments of assessments are not paid on the date when due as established in Section 5 herein, or on such other periodic dates as may be stablished by the Association then such assessment shall become delinquent and shall, together with such interest thereon and cost of collection thereof as hereinafter provided, thereupon become a continuing lien on the property which shall bind such property in the hands of the then owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the then owner to pay such assessment, however, shall not be extinguished by the said continuing lien.

If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of eight (8%) per annum, and the Association may bring an action at law against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment the costs of preparing and filing the complaint for such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided with the costs of the action.

Section 10. Subordination of the Lien to Mortgages and Deeds of Trust.

The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or deed of trust now or hereafter placed upon the properties subject to the assessment provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such property pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such property from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment.

Section 3. The membership rights of any person whose interest in The Properties is subject to assessments under Article III, Section 2, whether or not he be personally obligated to pay such assessments, may be suspended by action of the Directors during the period when the assessments remain unpaid; but, upon payment of such assessments, his rights and privileges shall be automatically restored. If the Directors hae adopted and published rules and regulations governing the use of the common properties and facilities, and the personal conduct of any person thereon, as provided in Article IX, Section 1, they may, in their discretion, suspend the rights of any person for violation of such rules and regulations for a period not to exceed thirty (30) days.

Article IV

Voting Rights

Section 1. The Association shall have two classes of voting membership:

Class A. Class A members shall be all those owners as defined in paragraph 1, with the exception of the developer. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by paragraph 1. When more than one peson holds such interest or interests in any lot, all such persons shall be members, and the vote for such lot shall be exercised as they among themselves determine but in no event shall more than one vote be cast with respect to any such lot.

Class B. Class B members shall be the developer. The Class B member shall be entitled to five votes for each lot in which he holds the interest required for membership by paragraph 1, provided that the Class B membership shall cease and become converted to Class A membership on the happening of any of the following events, whichever occurs earlier.

(a) When the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership, or,

(b) On January 1, 1979, unless before that date the developer shall file of record a Supplementary Declaration of Covenants and Restrictions pursuant to Article II, Section 2 of the Declaration of Covenants and Restrictions for Community Acres Subdivision, dated September 1, 1976, in which case the coversion [sic] date shall be extended as provided in said Supplementary Declaration but in no event beyond January 1, 1983.

From an after the happening of these events, whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each lot in which he holds the interest required for membership under paragraph 3.

Article V

Property Rights and Rights of Enjoyment of Common Property

Section 1. Each member shall be entitled to the use and enjoyment of the common properties and facilities as provided by deed of dedication and Article IV, Declaration of Covenants applicable to The Properties.

Section 2. Any member may delegate his rights of enjoyment in the Common Properties and Facilities to the members of his family who reside upon The Properties or to any of his tenants who reside thereon under a leasehold interest for a term of one year or more. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 3, to the same extent as those of the member.

Article VI

Association Purposes and Powers

Section 1. The Association has been organized for the following purposes:

To promote, encourage, and work for the health, safety, and welfare of the residents within Community Acres Subdivision, Wood County, West Virginia, and such additions thereto as may hereafter be brought within the jurisdiction of this Association in accordance with the provisions of the recorded covenants and restrictions applicable to said Subdivision, by providing, operating, owning, and maintaining common community properties and facilities including, but not limited to, parks, playgrounds, swimming pools, lakes and other recreational facilities including buildings, structures, and personal properties incident thereto; to provide maintenance, repair, upkeep and improvement of streets, alleys, ways, storm sewers, sanitary sewers, and easements within the said subdivision; to acquire, hold, own, manage, lease, mortgage or otherwise deal in and dispose of real or personal property of every kind and character, to accept gifts thereof from living persons and corporations and by Will or otherwise; to do all other acts and things permitted by the statutes under which this Association is formed which shall at any time appear to be conducive to or expedient for the better accomplishment of its purposes and objectives.

Section 2. Additions to the properties may be made only in accordance with the provisions of the recorded Covenants and Restrictions applicable to said properties. Such additions, when properly made under the applicable covenants, shall extend the jurisdiction, functions, duties, and membership of this Association to such properties.

Section 3. Upon approval in writing of the Association pursuant to a vote of its members, the owner of any property who desires to add it to the scheme of this Declaration and to subject it to the jurisdiction of the Association, may file of record a Supplementary Declaration of Covenants and Restrictions, as described in Article II, Section 2 (a) of the Declaration of Covenants.

Article VII

Board of Directors

Section 1. The affairs of the Association shall be managed by a Board of five Directors who need not be members of the Association. The initial Board of Directors shall consist of one Director who shall hold office until the 1^st annual meeting of the memberes of the Association, two Directors who shall hold office until the 2^nd annual meeting of the members of the Association, and two members of the Association. Beginning with the 1^st annual meeting of the members to be held on the second Tuesday in September 1977, the members at such annual meeting shall elect Directors who shall serve a term of three years each, the number of Directors to be elected at each annual meeting shall correspond with the numbers of terms expiring at said annual meeting.

Section 2. Vacancies in the Board of Directors shall be filled by the majority of remaining Directors, any such appointed Director to hold office until his successor is elected by the members who make such election at the next annual meeting of the members or at any special meeting duly called for that purpose.

Article VIII

Election of Directors: Nominating Committee, Election Committee

Section 1. Election of the Board of Directors shall be written ballot as hereinafter provided. At such election, the members of their proxies may cast, in respect of each vacancy, as many votes as they are entitled to exercise under the provisions of the recorded covenants applicable to the Properties. The names receiving the largest number of votes shall be elected.

Section 2. Nominations for election to the Board of Directors shall be made by a Nominating Committee which shall be one of the Standing Committees of the Association.

Section 3. The Nominating Committee shall consists of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members 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 such annual meeting.

Section 4. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members, as the Committee in its discretion shall determine.

Section 5. All elections to the Board of Directors shall be made on written ballots which shall:

(a) describe the vacancies to be filled;

(b) set forth the names of those nominated by the Nominating Committee for such vacancies;

Such ballots shall be prepared and mailed by the Secretary to the members at least fourteen (14) days in advance of the date set forth therein for a return (which shall be a date not later than the day before the annual meeting or special meeting called for elections).

Section 6. Each member shall receive as many ballots as he has votes. Notwithstanding that a member may be entitled to several votes, he shall exercise on any one ballot only one vote for each vacancy shown thereon. The completed ballots shall be returned as follows:

· Each ballot shall be placed in a sealed envelope marked Ballot envelope shall contain only one ballot, and

· The members shall be advised that, because of the verification procedures of Section 7, the inclusion of more than one ballot in any one Ballot envelope, or envelopes (if the member or his proxy is exercising more than one vote) shall be placed in another sealed envelope which shall bear on its face the name and signature of the member or his proxy, the number of ballots being returned, and such other information as the Board of Directors may determine will serve to establish his right to cast the vote or votes presented in the ballot or ballots contained therein.

· The ballots shall be returned to the Secretary.

Section 7. Upon receipt of each return, the Secretary shall immediately place it in a safe or other locked place until the day set for the annual or other special meeting at which the elections are to be held. On that day, the external envelopes containing the Ballot envelopes shall be turned over, unopened to an Election Committee which shall consist of five members appointed by the Board of Directors. The Election Committee shall then adopt a procedure which shall:

(a) establish that the number of envelopes marked Ballot corresponds to the number of votes allowed to the member or his proxy identified on the outside envelope containing them; and

(b) that the signature of the member or his proxy on the outside envelope is genuine; and

(c) if the vote is by proxy that a proxy has been filed with the Secretary as provided in Article XIV, Section 2, and that such proxy is valid.

Such procedure shall be taken in such manner that the vote of any member or his proxy shall not be disclosed to anyone, even the Election Committee.

The outside envelopes shall thereupon be placed in a safe or other locked place and the Election Committee shall proceed to the opening of the Ballot envelopes and the counting of the votes. If any Ballot envelope is found to contain more than one ballot, all such ballots shall be disqualified and shall not be counted. Immediately after the announcement of the results, unless a review of the procedure is demanded by the members present, the ballots and the outside envelopes shall be destroyed.

Article IX

Powers and Duties of the Board of Directors

Section 1. The Board of Directors shall have power:

(a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership, as provided in Article XIII, Section 2.

(b) 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 By-Laws shall be construed to prohibit the employment of any Member, Officer, or Director of the Association in any capacity whatsoever.

(d) To adopt and publish rules and regulations governing the use of the common properties and facilities and the personal conduct of the members and their guests thereon.

(e) To exercise for the Association all powers, duties, and authority vested in or delegated to this Association, except those reserved to members in the covenants.

(f) In the event that any member of the Board of Directors of this Association shall be absent from three (3) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said third absence occurs, declare the office of said Director to be vacant.

Section 2. 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-fourth (1/4) of the voting membership, as provided in Article XIII, Section 2.

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

a. To fix the amount of the assessment against each lot for each assessment period at least thirty days in advance of such date or period, and, at the same time;

b. To prepare a roster of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member, and, at the same time;

c. To send written notice of each assessment to every owner thereto.

(d) To issue, or to cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.

Article X

Directors Meetings

Section 1. A regular meeting of the Board of Directors shall be held on the second Tuesday of each month at 7:00 oclock P.M. provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting.

Section 2. Notice of such regular meeting is hereby dispensed with. If the day for the regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday, and no notice thereof need be given.

Section 3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two directors after not less than three (3) days notice to each director.

Section 4. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the hold of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting.

Section 5. The majority of the Board of Directors shall constitute a quorum thereof.

Article XI

Officers

Section 1. The officers shall be a president, a vice-president, a secretary, and, a treasurer. The president and vice-president shall be members of the Board of Directors.

Section 2. The officers shall be chosen by majority vote of the directors.

Section 3. All officers shall hold office during the pleasure of the Board of Directors.

Section 4. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds and all other written instruments.

Section 5. The vice-president shall perform all the duties of the president in his absence.

Section 6. The secretary shall be ex officio the secretary of the Board of Directors, shall record the votes and keep the minutes of all proceedings in a book to be kept for the purpose. He shall sign all certificates of membership. He shall keep the records of the Association. He shall record in a book kept for that purpose the names of all members of the Association together with their addresses as registered by such members.

Section 7. 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, provided however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board. The treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the president or vice-president.

Section 8. The treasurer shall keep proper books of account and cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet statement and the budget and balance sheet shall be presented to the membership at its regular annual meeting.

Article XII

Committees

Section 1. The Standing Committees of the Association shall be:

· The Nomination Committee

· The Recreation Commmittee

· The Maintenance Committee

· The Architectural Control Committee

· The Publicity Committee

· The Audit Committee

Unless otherwise provided herein, each committee shall consist of a Chairman and two or more members and shall include a member of the Board of Directors prior to each annual meeting 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 such annual meeting. The Board of Directors may appoint such other committees, as it deems desirable.

Section 2. The Nomination Committee shall have the duties and functions described in Article VIII.

Section 3. The Recreation Committee shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform all other functions as the Board, in its discretion, determines.

Section 4. The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Common Properties and Facilities of the Association, and shall perform such other functions as the Board, in its discretion, determines.

Section 5. The Architectural Control Committee shall watch for any proposals, programs or activities which may adversely affect the residential value of The Properties and shall advise the Board of Directors regarding Association action on such matters. No building or other structure shall be erected or maintained upon the properties after the construction of the initial dwelling houses thereon by the Developer, nor shall any exterior addition to such dwelling house be made until the plans and specifications showing the nature, kind, shape, height, materials, and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Architectural Control Committee. In the event the Committee fails to approve or disapprove such design and location within 20 days after said plans and specifications have been submitted to it, or in any event, if no suit to enjoin the addition, alteration or change has been commenced prior to the completion thereof approval will not be required.

Section 6. The Publicity Committee shall inform the members of all activities and functions of the Association and shall after consulting with the Board of Directors, make such public releases and announcements as are in the best interest of the Association.

Section 7. The Audit Committee shall supervise the annual audit of the Associations books and approve the annual budget and balance sheet statement to be presented to the membership at its regular annual meeting as provided in Article XI, Section 8. The treasurer shall be an ex officio member of the Committee.

Section 8. With the exception of the Nomination Committee each committee shall have power to appoint a subcommittee from among its membership and may designate to any such subcommittee any of its power, duties and functions.

Section 9. 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 or refer them to such other committee, director or officer of the Association as is further concerned with the matters presented.

Article XIII

Meetings of Members

Section 1. The regular annual meeting of the members shall be held on the second Tuesday of the month of September of each year, at the hour of 7:00 oclock P.M. If the day for the annual meeting of the members shall fall upon a holiday, the meeting will be held at the same hour on the first day following which is not a holiday.

Section 2. Special meetings of the members for any purpose may be called at any time by the President, the Vice-President, the Secretary or Treasurer, or by any two or more members of the Board of Directors, or upon written request of the members who have a right to vote one-fourth of all of the votes of the entire membership or who have a right to vote one-fourth of the votes of the Class A membership.

Section 3. Notice of any meetings shall be given to the members of the Secretary. Notice may be given to the member either personally, or by sending a copy of the notice through the mail, postage prepaid to his address appearing on the books of the corporation. Each member shall register his address with the Secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting regular or special shall be mailed at least six (6) days in advance of the meeting and shall set forth in general the nature of the business transacted, provided however, that if the business of any meeting shall involve an election governed by Article VIII or any action governed by the Articles of Incorporation or by the Covenants applicable to The Properties, notice of such meeting shall be given or sent as therein provided.

Article XIV

Proxies

Section 1. At all corporate meetings of members, each member may vote in person or by proxy.

Section 2. All proxies shall be in writing, and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his home or other interest in The Properties.

Article XV

Books and Papers

Section 1. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any members.

Article XVI

Corporate Seal

Section 1. The Association shall have a seal in circular form having within its circumference the words: Community Acres Homeowners Association Incorporated.

Article XVII

Amendments

Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in person or by proxy, provided that those provisions of these By-Laws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law, and provided further that any matter stated herein to be or which is in fact governed by the Covenants and Restrictions applicable to The Properties may not be amended except as provided in such Covenants and Restrictions.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Covenants and Restrictions applicable to the Properties referred to in Section 1 and these By-Laws, the Covenants and Restrictions shall control.

IN WITNESS WHEREOF, we, being all of the Directors of Community Acres Homeowners Association Incorporated, have hereunto set our hands this 1^st day of December, 1976. (Given by signature: W.J. Somerville, Hazel Somerville, Warren D. Somerville, William B. Knight, Paula Somerville).

Declaration of Covenants and Restrictions

THIS DECLARATION, Made this 1^st of September, 1976, by W.J.SOMERVILLE and HAZEL M. SOMERVILLE, husband and wife hereinafter called Developer.

WITNESSETH

WHEREAS, Developer is the owner of the real property described in Article II of this Declaration, and desires to create thereon a subdivision to be known as Community Acres Subdivision with permanent recreational area and other common facilities for the benefit of the said subdivision; and

WHEREAS, Developer desires to provide for the preservation of the values and amenities in said subdivision and for the maintenance of said rccreational area, and streets, storm sewers and other common facilities therein; and to this end, desires to subject the real property described in Article II together with such additions as may be hereafter made thereto to the covenants, restrictions, easements, charges, and liens hereinafter set forth each and all of which is and are for the benefit of said property and each owner thereof; and,

WHEREAS, Developer has deemed it desirable for the efficient preservation of the values and amenities in said subdivision to create an agency to which should be delegated and assigned the powers of maintaining and administering the community properties and facilities and administering and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created; and,

WHEREAS, Developer has caused to be incorporated under the laws of the State of West Virginia, as a non-profit corporation the Community Acres Homeowners Association for the purpose of exercising the functions aforesaid.

NOW, THEREFORE, the Developer declares that the real property described in Article II, and such additions thereto as may hereinafter be made pursuant to Article II hereof, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens (sometimes to as covenants and restrictions) hereinafter set forth.

Article I

Definitions

Section 1. The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings:

(a) Association shall means and refer to the Community Acres Homeowners Association.

(b) The Properties shall mean and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article II hereof.

(c) Common Properties shall mean and refer to those areas of land shown on any recorded subdivision plat of The Properties and intended to be devoted to the common use and enjoyment of the owners of The Properties.

(d) Lot shall mean and refer to any plot of land shown upon any recorded subdivision map of The Properties.

(e) Owner shall means and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot situated upon The Properties and notwithstanding, any applicable theory of the mortgage or deed of trust, shall not mean or refer to the mortgagee or beneficiary of the deed of trust mortgage unless or until such mortgagee or beneficiary has acquired them pursuant to foreclosure or any proceeding in lieu of foreclosure.

(f) Member shall mean and refer to all those Owners who are members of the Association as provided in Article III, Section I, hereof.

Article II

Property Subject to this Declaration Additions Thereto

Section 1. Existing Property. The real property which is, and shall be, held, transferred, sold, conveyed and occupied subject to this Declaration is located in Clay District, Wood County, West Virginia, and is more particularly described as follows:

BEING all of the real estate within Community Acres Subdivision, a plat of which said subdivision is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia, in Plat Book No. 16, at page no. 45, to which said plat so of record reference is here made and had for a more particular description of said real estate.

all of which real property shall hereinafter be referred to as Existing Property.

Section 2. Additions to Existing Property. Additional lands may become subject to this Declaration in the following manner:

(a) Additions in Accordance with a General plan of Development.

The Developer, their heirs and assigns, shall have the right to bring within the scheme of this Declaration, additional properties in future stages of the development, provided that such additions are in accord with a General Plan of Development by the Developer.

The additions authorized under this and the succeeding sub-section, shall be made by filing of record a Supplementary Declaration of Covenants and Restrictoins with respect to the additional property which shall extend the scheme of the covenants and restrictions of this Declaration to such property.

Such Supplementary Declaration my contain such complimentary additions and modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added properties and as are not inconsistent with the scheme of this Declaration. In no event, however, shall such Supplementary Declaration revoke, modify, or add to the covenants by this Declaration within the existing Properties.

(b) Other Additions. Upon approval in writing of the Association pursuant to a vote of its members, the owner of any property who desires to add it to the scheme of this Declaration and to subject it to the jurisdiction of the Association, may file of record a Supplementary Declaration of Covenants and Restrictions, as described in sub-section (a) hereof.

(c) Mergers. Upon a merger or consolidation of the Association with another association, its properties, rights, and obligations, may, by operation of law, be transferred to another surviving or consolidated association or, alternatively, the properties, rights and obligations of another association may, by operation of law, be added to the properties, right and obligations of the Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer the covenants and restrictions established by this Declaration within the Existing Property together with the covenants and restrictions established upon any other properties as one scheme. No such merger or consolidation, however, shall effect any revocation, change or addition to the covenants established by this Declaration within the Existing Property except as hereinafter provided.

Article III

Membership and Voting Rights in the Association

Section 1. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including, specifically, covenants imposed by any Supplemental Declaration filed pursuant to Article II hereof, shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.

Section 2. Voting Rights. The Association shall have two classes of voting membership:

Class A. Class A members shall be all those owners as defined in Section 1 with the exception of the developer. Class A members shall be entitled to one vote for each lot in which they hold the interest required for membership by Section 1. When more than one person holds such interest or interests in any lot, all such persons shall be members, and the vote for such lot shall be exercised as they among themselves determine but, in no event shall more than one vote be cast with respect to any such lot.

Class B. Class B members shall be the developer. The Class B members shall be entitled to five votes for each lot in which they hold the interest required for membership by Section 1, provided that the Class B membership shall case and become converted to Class A membership on the happening of any of the following events, whichever occurs earlier:

(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership or,

(b) On the 1^st day of January, 1979, unless before that date the developer shall file of record a supplementary Declaration of Covenants and Restrictions pursuant to Article II, Section 2 hereof, in which case the conversion date shall be extended as provided in the said Supplementary Declaration but in no event beyond January 1, 1983.

(c) From and after the happening of these events, whichever occurs earlier, the Class B member shall be deemed to be a Class A member entitled to one vote for each lot in which they hold the interest required for membership under Section 1.

Article IV

Property Rights in the Common Property

Section 1. Members Easements of Enjoyment. Subject to the provisions of Section 3, every member shall have a right and easement of enjoyment in and to the common properties and such easement shall be appurtenant to and shall pass with the title to every lot.

Section 2. Title to Common Properties. The developer may retain the legal title to the common properties until such time as they have completed improvements thereon and until such time as, in the opinion of the developer, the Association is able to maintain the same but, notwithstanding any provision herein, the developer hereby covenants, for themselves, their heirs and assigns, that they shall convey the common properties to the Association, free and clear of all liens and encumbrances, not later than January 1, 1983.

Section 3. Extent of Members Easements. The rights and easements of enjoyment created hereby shall be subject to the following;

(a) The right of the developer and of the Association, in accordance with its Article and By-Laws, to borrow money for the purpose of improving the common properties and in aid thereof to mortgage said properties. In the event of a default upon any such mortgage the lenders rights hereunder shall be limited to a right, after taking possession of such properties to charge admission and other fees as a condition to continued enjoyment by the members and, if necessary, to open the enjoyment of such properties to a wider public until the mortgage debt is satisfied whereupon the possession of such properties shall be returned to the Association and all rights of the members hereunder shall be fully restored; and,

(b) The right of the Association to take such steps as are reasonably necessary to protect the above-described properties against foreclosure; and,

(c) Thr right of the Association, as provided in its Articles and By-Laws, to suspend the enjoyment rights of any member for any period during which any assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and,

(d) The right of the Association to charge reasonable admission and other fees for the use of the common properties; and,

(e) Thr right of the Association to dedicate or transfer all or any part of the common properties to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members, provided that no such dedication or transfer, determination as to the purpose or as to the conditions thereof, shall be effective unless an instrument signed by members entitled to cast two-thirds (2/3) of the votes of each class of membership has been recorded in the Office of the Clerk of the County Commission of Wood County, West Virginia, agreeing to such dedication, transfer, purpose or condition and unless written notice of the proposed agreement and action thereunder is sent to every member at least ninety (90) days in advance of any action taken.

Article V

Covenant for Maintenance Assessments

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Developer for each unimproved lot owned by them within the properties after January 1, 1983, hereby covenants and each owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in any such ded or other conveyance, shall be deemed to covenant and agree to pay to the Association:

(1) annual assessments or charges to the Association which the Association may make payable on a quarterly or other periodic basis;

(2) special assessments for capital improvements such assessments to be fixed, established, and collected from time to time as hereinafter provided.

The annual and special assessments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in the properties and in particular for the improvement and maintance of properties, services, and facilities devoted to this purpose and related to the use and enjoyment of the common properties and of the homes situated upon the properties. Pursuant to the foregoing, the Association may use and employ assessments to provide for the following:

(a) repair, improvement, maintenance and operation of the common properties including the payment of taxes and insurance

(b) paving, repaving, lighting, improving, repairing, maintenance and regulation of streets, alleys and common ways;

Section 3. Initial Assessment Deposit. The initial purchaser of any lot in Community Acres Addition shall on the date of purchase, deposit with the Association the sun of Ten and no/100 ($10.00) Dollars as an initial assessment.

Section 4. Basis and Maximum of Annual Assessments. Beginning January 1, 1977, and until the year beginning January 1, 1978, the annual assessment shall be Thirty-three and 00/100 ($33.00) Dollars per lot, which shall be payable in quarterly installments of Eight and 25/100 ($8.25) Dollars each payable on the 1^st day of January, April, July and October of each year. From and after January 1, 1978, the annual assessment may be increased by vote of the members, as hereinafter provided, for the next succeeding year and at the end of each year for each succeeding year. The Board of Directors of the Association may, after consideration of current maintenance costs and future needs of the Association, fix the actual assessment for any year at a lesser amount.

Section 5. Special Assessments for Capital Improvements. In addition to the annual assessments authorized by Section 4 hereof, the Association may levy, in any assessment year, a special assessment, applicable to that year only, for the purpose defraying, in whole or in part, the costs of any construction or reconstruction, unexpected repair or replacement of a described capital improvement on the common properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

Section 6. Change in Basis and Maximum of Annual Assessments. Subject to the limitations of Section 4 hereof, and for the periods herein specified, the Association may change the maximum and basis of the assessments fixed by Section 4 hereof prospectively for any such period provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting, provided further that the limitations of Section 4 hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to merger or consolidation in which the association is authorized to participate under Article II, Section 2 hereof.

Section 7. Quorum for Any Action Authorized Under Sections 5 and 6.

The quorum required for any action authorized under Sections 5 and 6 hereof shall be as follows:

Section 8. Duties of the Board of Directors. The due date of any special assessement under Section 5 shall be fixed in the Resolution authorizing such assessment. The Board of Directors of the Association shall provide for written notice of the amount of each annual or special assessment to be sent to every owner subject thereto, and shall further provide for the preparation and maintenance of a roster of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any owner. The Association shall, upon demand at any time, furnish to any owner liable for said assessment, a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.

Section 9. Effect of Non-Payment of Assessment; The Personal Obligation of the Owner; The Lien, ; Remedies of Association. If the assessments or any periodic installments are not paid on the date when due as established in Section 5 herein, or on such other periodic dates as may be established by the Association then such assessment shall become delinquent and shall, together with such interest thereon and cost of collection thereof as hereinafter provided, thereupon become a continuing lien on the property which shall bind such property in the hands of the then owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the then owner to pay such assessment, however, shall not be extinguished by the said continuing lien.

If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the rate of eight (8%) percent per annum, and the Association may bring an action at law against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment the costs of preparing and filing the complaint for such action, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and a reasonable attorneys fee to be fixed by the court together with the costs of the action.

Section 10. Subordination of the Lien to Mortgages and Deeds of Trust.

The lien of the assessments provided for herein shall be subordinate o the lien of any mortgage or deed of trust now or hereafter placed upon the properties subject to the assessment provided, however, that such subordination shall apply only to the assessments which have become due and payable to a sale or transfer of such property pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such property from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment.

Article VI

General Provisions

Section 1. Duration. The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the owner of any land subject to this declaration, their respective legal representatives, heirs, successors, and assigns, for a term of thirty (30) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by the then owners of two-thirds (2/3) of the lots has been recorded, agreeing to change said covenants and restrictions in whole or in part. Provided, however, that no such agreement to change shall be effective unless made and recorded three (3) years in advance of the effective date of such change, and unless written notice of the proposed agreement is sent to every owner at least ninety (90) days in advance of any action taken.

Section 2. Enforcement. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages, and against the land to enforce any lien created by these covenants; and failure by the Association or any owner to enforce any covenant or restriction herein contained shall in any event be deemed a waiver of the right to do so thereafter.

Section 4. Severability. Invalidation of any of these covenants or restrictions by judgment or court order shall in no wise affect any other provisions which shall remain in full force and effect.

WITNESS the following signatures:

(Given by signature) W.J. Somerville; Hazel M. Somerville

STATE OF WEST VIRGINIA

COUNTY OF WOOD, TO-WIT:

I, Darbie L. Higgs (given by signature), a Notary Public in and for the said county and state, do hereby certify that W.J. Somerville and Hazel M. Somerville, husband and wife, whose names are signed to the foregoing and hereto annexed writing, bearing date the 1^st day of September, 1976, have this day acknowledged the same before me in my said county.

Given under my hand this 3^rd of May, 1978.

My commission expires: July 11, 1984.

Darbie L. Higgs (Notary Public)

(Provided in the original documents)

Community Acres Restrictions

The following restrictions appear upon the recorded plat of Community Acres Subdivision, Clay District, Wood County, West Virginia:

1. Every record lot owner shall be a member of the Community Acres Homeowners Association.

2. The lots in Community Acres are to be used for private residences only.

3. No structure of a temporary character, trailer, basement, tent, shanty, barn, or out-building shall be erected upon the premises and used for either a temporary or permanent residence.

4. No animal, livestock, or poultry of any kind shall be kept or maintained on said lots excepting dogs, cats, or other ordinary household pets not kept or maintained for commercial purposes. Any pet animal must be of such a nature as not to constitute a nuisance.

5. No downspout, storm sewer, or other surface drainage facility shall be connected with any sanitary sewer.

6. All carports, garages, or out-buildings shall be set back to the front building line of the house and be constructed from the same material as the residence.

7. No automobile, truck, or any kind of machinery not in running conditions shall be parked or stored in Community Acres for more than thirty (30) days. Nothing other than an automobile shall be parked on any street or in any driveway.

8. Off street parking must be provided for each residence.

9. The outside of any residence shall be maintained in such a manner as not to be declared unsightly.

10. No business of any kind shall be allowed to be conducted in any residence erected in this subdivision unless it be of a professional type, approved by the Community Acres Homeowners Association.

11. No fence shall be erected upon any lot unless the same shall have been approved in writing as to materials and appearance by the Community Acres Homeowners Association.

12. Lot owners shall be responsible for the maintenance of lateral sewer lines extending from the dwelling on each lot to the main sanitary sewer line.

13. Purchasers agree that the sewer easements indicated on the plat of Community Acres for this subject property may be utilized any time in the future where indicated on the plat.

14. This subdivision is further subject to that certain Declaration of Covenants and Restrictions dated September 1, 1976, of record in the Office of the Clerk of the County Commission of Wood County, West Virginia.

15. The covenants and restrictions shall run with the land and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto and may be enforced by the owner or owners of any lot in said Community Acres or by Community Acres Homeowners Association by suit in any court of competent jurisdiction.

Supplemental Declaration of Covenants and Restrictions

This Declaration, Made this 7^th day of October, 1977, by W.J. Somerville and Hazel m. Somerville, Husband and Wife, hereinafter called Developer.

Witnesseth:

WHEREAS, Developer is the owner of the real property hereinafter described; and,

WHEREAS, Developer has heretofore, by Declaration of Covenants and Restrictions dated September 1, 1976, subjected real estate formerly owned by Developer and known as Community Acre Subdivision, a plat of which said Subdivision is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia, in plat Book No. 16, at page 45, to be subject to those covenants and restrictions set out in the aforesaid Declaration of Covenants and Restrictions; and,

WHEREAS, among the provisions of the said Declaration of Covenants and Restrictions dated September 1, 1976, is a provision that the Developer shall have the right to bring within the scheme of the said declaration additional properties in accordance with a general plan of development prepared by the Developer; and,

WHEREAS, the real estate hereinafter described is adjacent Community Acres Subdivision and is being developed by Developer in accordance with a general plan of development as provided in the aforesaid Declaration of Covenants and Restrictions.

NOW, THEREFORE, the Developer declares that the real property hereinafter described is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens (sometimes referred to as Covenants and Restrictions) more particularly set out and described in the Declaration of Covenants and Restrictions executed by the Developer as of September 1, 1976, which said Declaration is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia, in Deed Book No. 679, at page 80.

The real property which is subject to this Declaration is located in Clay District, Wood County, West Virginia, and is more particularly described as follows:

BEING all of the real estate within Community Acres Subdivision Second Addition, a plat of which said Subdivision is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia, in Plat Book No. 17, at page 14 and 14A, and Community Acres Subdivision, is of record in the Office of the Clerk of the County Commission of Wood County, West Virginia , in Plat Book No. 17, at page 15, to which said plats so of record reference is here made and had for a more particular description of the said real estate.

____________________________________

W.J. Somerville

____________________________________

Hazel M. Somerville

(Given by Signature)

STATE OF WEST VIRGINIA

COUNTY OF WOOD, to-wit:

The foregoing Supplemental Declaration of Covenants and Restrictions was acknowledged before me on this the 7^th day of October, 1977, by W. J. Somerville and Hazel J. Somerville, husband and wife.

My commission expires: __________________________________

__________________________________

Notary Public

This instrument was prepared under the direction and supervision of William R. Pfalzgraf, Attorney at Law, Parkersburg, West Virginia.