POTOMAC GREEN CIVIC ASSOCIATION, INC. (A Michigan Non-profit Corporation) BY-LAWS PREAMBLE

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1 POTOMAC GREEN CIVIC ASSOCIATION, INC. (A Michigan Non-profit Corporation) BY-LAWS PREAMBLE Purpose: To represent the residents of Potomac Green in Civic Affairs that affect their community. To improve the property and aesthetic value of the community through active local programs. To develop the community towards a reputation of a welcome place in which to live. ARTICLE I Association Membership SECTION 1. Membership (a) Any person residing in Potomac Green desiring to become a member shall submit a directory card and the full amount of membership dues to the Treasurer of the Association. (b) Membership shall be retained until the qualification for membership is lost, the membership is revoked by the Board of Directors, or the member, by written notice to the Secretary, resigns from the Association. ARTICLE II SECTION 1. Dues and Assessments (a) The mandatory annual membership dues for the Potomac Green Civic Association is $100. This fee will apply to the calendar year in which it is paid (January 1 to December 31), and is non-refundable. New residents moving in after July 1 of each year may join the Association for the remainder of that year for $50. SECTION 2. Special Assessments. Special Assessment of not to exceed ten ($10.00) dollars may be made on all members at any meeting of the membership provided that a vote of the attendees approves the assessment. SECTION 3. Failure to Pay Dues or Assessments. Members whose dues are in arrears after March 1st, or who fail to pay special assessments within sixty (60) days after same are due, shall no longer be in good standing and shall have no vote upon any matter at any time. A member shall resume good standing and all of the rights and privileges thereof upon payment of all delinquent dues or assessments. ARTICLE III

2 SECTION1. Annual Meeting. An annual meeting of members of the Corporation shall be held at such place as may be fixed by the Board of Directors, on the second Wednesday in March of each year, at 8:00 o clock in the evening or at such other hour as may be specially fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting. SECTION 2. Special Meetings. Special meetings of members shall be held on call of the President at such place in the State of Michigan, as he may fix at 8:00 o clock in the evening of such day as may be fixed in such call, and shall be held on call of the Board of Directors or a call signed by twenty-five (25) of the members of the corporation at such place in the State of Michigan on such date and at such reasonable hour of the day as may be fixed in such call. SECTION 3. Notice of Meeting. A written notice of the time, place and purpose of any meeting of members shall be given by hand delivery or by first class mail to each member not less than thirty (30) days before the date of the annual meeting, and not less than ten (10) days before the date of any special, meeting, provided that no notice of adjourned meetings need be given. Such notice shall be addressed to each member at his or her address as it appears on the membership list of the Corporation. Member may waive notice of any meeting of members and attendance at any meeting shall constitute a waiver of notice thereof unless expressly declared to the contrary. SECTION 4. Quorum. The members present, regardless of the number thereof, shall constitute a quorum for the transaction of business at any meeting. SECTION 5. Voting. Members may vote in person or by written proxy signed by the member. One active membership entitles both husband and wife to vote on all questions and to hold office. ARTICLE IV Board of Directors SECTION 1. Number, Qualifications and Term of Office. The property, business, and affairs of this Corporation shall be managed by its Board of Directors, which shall consist of eleven (11) Directors. Each Director shall be a member. The Directors shall be elected at the Annual Meeting of members in each year in accordance with the provisions contained in the Articles of Incorporation. SECTION 2. Regular Meetings. Not fewer than nine (9) regular meetings of the Board of Directors shall be held without notice of such times and at such places within the State of Michigan as shall be determined by the Board. A regular meeting of the Board shall be held without notice immediately after the annual meeting of the members at the same place as such meeting was held, for the purpose of electing or appointing officers for the ensuing year.

3 SECTION 3. Special Meetings. Special meetings of the Board of Directors may be held at any reasonable time and place upon the call of the President or in his absence or disability, of the Vice President or of the Secretary or of any two or more directors. Oral, telephonic, telegraphic or written notice of the time, place and purpose of all special meetings of the Board shall be duly given personally or by telephone or by mail or telegram to each Director not less than three (3) days before the meeting, but no notice of adjourned meetings need be given. If mailed or telegraphed to any Director, the notice shall be addressed to him or her at his or her address as it appears on the membership list of the Corporation. Any director may waive notice of any meeting and attendance at any meeting shall constitute waiver of notice thereof unless expressly declared to the contrary. SECTION 4. Quorum and Voting. A majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, provided, that if the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall, except as may be otherwise provided by law or in these By-Laws, be as valid corporate action as though it had been authorized at a meeting of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time and without further notice until a quorum shall be present. SECTION 5. Vacancies. Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or otherwise, such vacancy may be filled in accordance with the provisions in the Articles of Incorporation, and the person so elected shall be a Director until his successor is elected by the members, who shall make such election at the next annual meeting of the members. SECTION 6. Expenditures of Funds. The Board of Directors may authorize the expenditure of monies from the association s fund in such amounts and for such purposes as are necessary to fulfill the purposes and objectives of the association, provided that no deficit spending may be authorized for any purpose. ARTICLE V Committees SECTION 1. Standing Committees. The Board of Directors, within thirty (30) days after the annual meeting, shall appoint one of its members as chairman of each of the following standing committees: (a) Architectural Review and Restriction Committee.

4 (b) Recreation and Social Committee (c) Safety and Maintenance Committee (d) Membership and Nominating Committee (e) Youth Activity Committee (f) Community Beautification Committee (g) Civic Affairs and Community Involvement Committee The chairman may select the members of his committee, subject to the disapproval of the Board of Directors. SECTION 2. Special Committees. Additional Special Committees may be appointed from time to time by the Board of Directors. SECTION 3. Duties. The duties of the standing and special committees shall be such as shall be prescribed by the Board. Such committees shall meet with such regularity as required to properly perform their functions, upon call of the Chairman. SECTION 4. Reports. Committee chairman shall make reports, in writing if so requested, at such time as directed by the President or the Vice President. ARTICLE VI Officers SECTION 1. Election or Appointment. The Board of Directors, as constituted after the annual election of the Directors in each year, shall immediately elect from their number a President, a Vice President, a Secretary and a Treasurer. The Board may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation. SECTION 2. Term of Office. The term of office of all officers shall be one year or until their respective successors are chosen, but any officer may be removed from office at any meeting of the Board of Directors by the affirmative vote of at least two-thirds of the Directors then in office whenever in their judgment the interests of the Corporation will be served thereby. The Board of Directors shall have power to fill in any vacancies in any offices occurring from any reason whatever.

5 SECTION 3. Compensation. No salary or other compensation for services shall be paid to any officer who is a member of the Corporation or to any other member of the Board of Directors SECTION 4. The President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of members and Directors. The President shall be an ex-office member of all Standing Committees, shall have general and active management of the affairs of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall execute documents requiring the seal of the Corporation, except where required by law to be otherwise executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer, or officers, or agent or agents, of the Corporation. SECTION 5. Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. SECTION 6. The Secretary. The Secretary shall attend all meetings of the Board and all meetings of the members and shall record the minutes of all proceedings in a book or books to be kept for that purpose and shall perform like duties for the Standing Committees when requested. He shall give, or cause to be given, notice of all meetings of members and all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall act. SECTION 7. Treasurer. The Treasurer shall be responsible for the custody of the funds and securities of the Corporation until their deposit in such bank or banks or with such other custodian or in such safety deposit box or vault all in such manner as the Board of Directors may direct. He shall keep or cause to be kept full and accurate books of account and all other necessary and customary financial records and supporting data. He shall render to the President and Directors, at the regular meetings of the Board or whenever they may reasonably require it, an account of all financial transactions and of the financial condition of the Corporation. SECTION 8. Bonds. The Board of Directors may require any officer to give bond for the faithful discharge of his duties in such amount and with such surety or surities as the Board may fix or may approve. ARTICLE VII Corporate Funds SECTION 1. Deposit and Withdrawal. The funds of the Corporation shall be deposited in such bank or banks or Savings and Loan Association or Associations, as the Board of Directors may from time to time designate, and shall be withdrawn only by check, draft,

6 order or otherwise and only when such instrument has been signed by at least two or the elected officers. ARTICLE VIII Notices SECTION1. Notices. Any notice required by statute or by these By-Laws to be given to the members, to the Directors or to any officer of the Corporation, unless otherwise provided herein or in any statute, shall be sufficient if hand delivered to the residence of such member, officer or director. ARTICLE IX Amendments SECTION 1. Amendments. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted in lieu thereof by the affirmative vote of a majority of the members present at any meeting of the members if proper notice of the proposed alteration, amendment, repeal or substitution has been contained in the notice of such meeting.