Bylaws of Sherwood Arms Association, Inc.

The affairs of the Common Interest Community and the Association shall be governed by an Executive Board which shall consist of three (3) persons, the majority of whom shall be Unit Owners.

The terms of at least one-third (1/3) of the Directors shall expire annually, as established in a resolution of the Unit Owners setting terms.

Section 8.9 of the Declaration shall govern appointment of Directors of the Executive Board during the period of Declarant control.

The Executive Board shall elect the officers. The Directors and officers shall take office upon election.

At any time after Unit Owners other than the Declarant are entitled to elect a Director, the Association shall call and give not less than ten (10) nor more than sixty (60) days' notice of a meeting of the Unit Owners for this purpose. Such meeting may be called and the notice given by any Unit Owner if the Association fails to do so.

The Executive Board may act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or Chapter 828 of the Connecticut General Statutes. The Executive Board shall have the powers and duties necessary for the administration of the affairs of the Association and of the Common Interest Community which shall include, but not be limited to, the following:

• Adopt and amend Bylaws, Rules and regulations;
• Adopt and amend budgets for revenues, expenditures and reserves;
• Collect assessments for Common Expenses from Unit Owners;
• Hire and discharge managing agents;
• Hire and discharge employees and agents other than managing agents and independent contractors;
• Institute, defend or intervene in litigation or administrative proceedings in the Association's name;
• Make contracts and incur liabilities;
• Regulate the use, maintenance, repair, replacement and modification of the Common Elements;
• Cause additional improvements to be made as a part of the Common Elements;
• Acquire, hold, encumber and convey in the Association's name any right, title or interest to real or personal property;
• Grant easements for any period of time including permanent easements, and leases, licenses and concessions for no more than one (1) year, through or over the Common Elements;
• Impose and receive payments, fees or charges for the use, rental or operation of the Common Elements;
• Impose charges or interest or both for late payment of assessments and, after Notice and Hearing, levy reasonable fines for violations;
• Impose reasonable charges for the preparation and recordation of amendments to the Declaration and resale certificates;
• Provide for the indemnification of the Association's officers and Executive Board and maintain Directors' and officers' liability insurance;
• Assign the Association's right to future income, including the right to receive Common Expense assessments;
• Exercise any other powers conferred by the Declaration or Bylaws;
• Exercise all other powers that may be exercised in this state by legal entities of the same type as the Association; and
• By resolution, establish committees of Directors, permanent and standing, to perform any of the above functions under specifically delegated administrative standards.

In the performance of their duties, the officers and Directors of the Executive Board are required to exercise the care required of fiduciaries of the Unit Owners, if appointed by the Declarant, and ordinary and reasonable care if elected by the Unit Owners.

The Executive Board may employ a manager for the Common Interest Community at a compensation established by the Executive Board, to perform such duties and services as the Executive Board shall authorize. The Executive Board may delegate to the manager only the powers granted to the Executive Board by these Bylaws under Subdivisions 2.2(c), (e), and (h) — that is, collecting assessments, hiring and discharging non-management employees, and regulating the use of Common Elements. Licenses, concessions and contracts may be executed by the manager pursuant to specific resolutions of the Executive Board, and to fulfill the requirements of the budget.

The Unit Owners, by a two-thirds (2/3) vote of all persons present and entitled to vote at any meeting of the Unit Owners at which a quorum is present, may remove any Director of the Executive Board with or without cause, other than a Director appointed by the Declarant.

Vacancies in the Executive Board caused by any reason other than the removal of a Director by a vote of the Unit Owners may be filled at a special meeting of the Executive Board held for that purpose at any time after the occurrence of any such vacancy, even though the Directors present at such meeting may constitute less than a quorum, in the following manner:

• As to vacancies of Directors whom Unit Owners other than the Declarant elected, by a majority of the remaining such Directors constituting the Executive Board; or
• As to vacancies of Directors whom the Declarant has the right to appoint, by the Declarant.

Each person so elected or appointed shall be a Director for the remainder of the term of the Director so replaced.

The first regular meeting of the Executive Board following each annual meeting of the Unit Owners shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Unit Owners at the meeting at which such Executive Board shall have been elected. The Executive Board may set a schedule of additional regular meetings by resolution and no further notice is necessary to constitute such regular meetings.

Special meetings of the Executive Board may be called by the President or by a majority of the Directors on at least three (3) business days' notice to each Director. The notice shall be hand-delivered or mailed and shall state the time, place and purpose of the meeting.

All meetings of the Executive Board shall be held within the Town of Vernon, unless all Directors consent in writing to another location.

Any Director may waive notice of any meeting in writing. Attendance by a Director at any meeting of the Executive Board shall constitute a waiver of notice. If all the Directors are present at any meeting, no notice shall be required and any business may be transacted at such meeting.

At all meetings of the Executive Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the meeting. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

A Director may receive a fee from the Association for acting as such, as may be set by resolution of the Unit Owners, and reimbursement for necessary expenses actually incurred in connection with his or her duties. Directors acting as officers or employees may also be compensated for such duties.

If all the Directors or all Directors of a committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Association, and the number of the Directors or committee constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board. The Secretary shall file such consents with the minutes of the meetings of the Executive Board.

Annual meetings of Unit Owners shall be held on the first Friday in June. At such meeting, the Directors shall be elected by ballot of the Unit Owners, in accordance with the provisions of Article II. The Unit Owners may transact other business at such meetings as may properly come before them.

Meetings of Unit Owners to consider proposed budgets shall be called in accordance with Sections 19.5 and 19.6 of the Declaration. The budget may be considered at Annual or Special Meetings called for other purposes as well.

Special meetings of Unit Owners may be called by the president, a majority of the Executive Board, or by Unit Owners having twenty percent (20%) of the votes in the Association. With 60 units each carrying one vote, this means 12 unit owners may demand a special meeting.

Meetings of the Unit Owners shall be held at such suitable place convenient to the Unit Owners as may be designated by the Executive Board or the president.

Except for budget meetings, for which notice shall be given in accordance with Sections 19.5 and 19.6 of the Declaration, the secretary or other officer specified in the Bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each Unit, not less than ten (10) nor more than sixty (60) days in advance of any meeting. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Declaration or Bylaws, any budget changes and any proposal to remove an officer or Director of the Executive Board. No action shall be adopted at a meeting except as stated in the notice.

Any Unit Owner may, at any time, waive notice of any meeting of the Unit Owners in writing, and such waiver shall be deemed equivalent to the receipt of such notice.

At any meeting of Unit Owners, a majority of the Unit Owners who are present at such meeting, either in person or by proxy, may adjourn the meeting to another time.

The order of business at all meetings of the Unit Owners shall be as follows:

1. Roll call (or check-in procedure).
2. Proof of notice of meeting.
3. Reading of minutes of preceding meeting.
4. Reports.
5. Establish number and term of memberships of the Executive Board (if required and noticed).
6. Election of inspectors of election (when required).
7. Election of Directors of the Executive Board (when required).
8. Ratification of Budget (if required and noticed).
9. Unfinished business.
10. New business.

If only one (1) of several Owners of a Unit is present at a meeting of the Association, that owner is entitled to cast all the votes allocated to that Unit. If more than one of the owners are present, the votes allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the Owners.

Votes allocated to a Unit may be cast pursuant to a proxy duly executed by a Unit Owner. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates one (1) year after its date unless it specifies a shorter term.

No votes allocated to a Unit owned by the Association may be cast.

Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy at any meeting of Unit Owners shall constitute a quorum at such meeting.

The vote of a majority of the Unit Owners present in person or by proxy at a meeting at which a quorum shall be present shall be binding upon all Unit Owners for all purposes except where a higher percentage vote is required in the Declaration, these Bylaws or by law.

The principal officers of the Association shall be the president, the vice president, the secretary and the treasurer, all of whom shall be elected by the Executive Board. The president and vice president, but no other officers, need be Directors. Any two (2) offices may be held by the same person, except the offices of president and vice president, and the offices of president and secretary.

The officers of the Association shall be elected annually by the Executive Board at the organization meeting of each new Executive Board and shall hold office at the pleasure of the Executive Board.

Upon the affirmative vote of a majority of the Directors, any officer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Executive Board, or at any special meeting of the Executive Board called for that purpose.

The president shall be the chief executive officer of the Association. He or she shall preside at all meetings of the Unit Owners and of the Executive Board. He or she shall have all of the general powers and duties which are incident to the office of president of a nonstock corporation organized under the laws of the State of Connecticut, including but not limited to the power to appoint committees from among the Unit Owners from time to time. He or she may fulfill the role of treasurer in the absence of the treasurer.

The vice president shall take the place of the president and perform his or her duties whenever the president is absent or unable to act. If neither the president nor the vice president is able to act, the Executive Board shall appoint some other Director to act in the place of the president, on an interim basis.

The secretary shall keep the minutes of all meetings of the Unit Owners and the Executive Board. He or she shall have charge of such books and papers as the Executive Board may direct and he or she shall, in general, perform all the duties incident to the office of secretary of a nonstock corporation organized under the laws of the State of Connecticut.

The treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data. He or she shall be responsible for the deposit of all monies and other valuable effects in such depositories as may from time to time be designated by the Executive Board.

An officer may receive a fee from the Association for acting as such, as may be set by resolution of the Unit Owners, and reimbursement for necessary expenses actually incurred in connection with his or her duties.

The treasurer, assistant treasurer, or a manager employed by the Association, or, in their absence, any officer having access to the books and records of the Association, may prepare, certify, and execute resale certificates in accordance with Section 47-270 of the Connecticut General Statutes and statements of unpaid assessments in accordance with Subsection (h) of Section 47-258 of the Connecticut General Statutes.

The Association may charge a reasonable fee for preparing resale certificates and statements of unpaid assessments. Any unpaid fees may be assessed as a Common Expense against the Unit for which the certificate or statement is furnished.

The violation of any of the Rules and regulations adopted by the Executive Board, or the breach of any provision of the Documents shall give the Executive Board the right, after Notice and Hearing, except in case of an emergency, in addition to any other rights set forth in these Bylaws:

• To enter the Unit in which such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition that is existing and creating a danger to the Common Elements contrary to the intent and meaning of the provisions of the Documents; or
• To enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach.

By resolution, following Notice and Hearing, the Executive Board may levy a fine of up to $25 per day for each day that a violation of the Documents or Rules persists after such Notice and Hearing, but such amount shall not exceed that amount necessary to insure compliance with the rule or order of the Executive Board.

The directors and officers of the Association shall have the liabilities, and be entitled to indemnification, as provided in Sections 33-455 and 33-454 of the Connecticut General Statutes, the provisions of which are hereby incorporated by reference and made a part hereof.

The Association shall maintain financial records. The financial records shall be maintained and audited in accordance with Article XVIII of the Declaration. The cost of the audit shall be a Common Expense unless otherwise provided in the Documents.

All records maintained by the Association or by the manager shall be available for examination and copying by any Unit Owner, by any holder of a Security Interest in a Unit, or by any of their duly authorized agents or attorneys, at the expense of the person examining the records, during normal business hours and after reasonable notice.

The Association shall keep the following records:

• An account for each Unit which shall designate the name and address of each Unit Owner, the amount of each Common Expense assessment, the dates on which each assessment comes due, the amounts paid on the account, and the balance due.
• An account for each Unit Owner showing any other fees payable by the Unit Owner.
• A record of any capital expenditures anticipated by the Association for the current and next succeeding fiscal year.
• A record of the amount, and an accurate account of the current balance of any reserves for capital expenditures, replacement and emergency repairs.
• The current operating budget.
• A record of any unsatisfied judgments against the Association and the existence of any pending suits in which the Association is a defendant.
• A record of insurance coverage provided for the benefit of Unit Owners and the Association.
• A record of the actual cost, irrespective of discounts and allowances, of the maintenance of the Common Elements.
• Annually the Association shall prepare a balance sheet showing the financial condition of the corporation as of a date not more than four (4) months prior thereto, and a statement of receipts and disbursements for twelve (12) months prior to that date. The balance sheet and statement shall be kept for at least ten years.
• Tax returns for state and Federal income taxation.
• Minutes of proceedings of incorporators, Unit Owners, Directors, committees of Directors and waivers of notice.

All notices to the Association or the Executive Board shall be delivered to the office of the manager, or if there is no manager, to the office of the Association. All notices to any Unit Owner shall be sent to his or her address as it appears in the records of the Association. All notices shall be deemed to have been given when mailed except notices of changes of address which shall be deemed to have been given when received.

The Executive Board shall establish the fiscal year of the Association.

No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

The principal office of the Association shall be on the Property or at such other place as the Executive Board may from time to time designate.

The Bylaws may be amended only pursuant to the provisions of Article XVI of the Declaration.

Certified to be the Bylaws adopted by consent of the incorporators of Sherwood Arms Association, Inc., dated July 13, 1988.