By-Laws

The name of the Corporation is Mill River Homeowners Association, Inc., hereinafter referred to as the "Association". The principal office of the Association shall be located at 1498 Reisterstown Road, Suite 338, Pikesville, Maryland 21208, but meetings of Members and directors may be held at such places within the State of Maryland as may be designated by the Board of Directors.

ARTICLE II - DEFINITIONS

Section 1. “Association"

shall mean and refer to Mill River Homeowners Association, Inc., its successors and assigns.

Section 2. "Common Areas”

shall mean all real property owned, leased, licensed or maintained by the Association for the common use, benefit and enjoyment of the Owners.

Section 3. “Declarant"

shall mean and refer to Gordon Development Co., Inc., a Maryland corporation, its successors and assigns, but only to the extent any of the rights, title, and interest

Section 4. “Declaration”

shall mean and refer to Gordon Development Co., Inc., a Maryland corporation, its successors and assigns, but only to the extent any of th rights, title, and interest in the Property or a portion thereof is specifically assigned or transferred in writing to such successors or assigns and recorded among the Land Records of Howard County, Maryland. applicable to the Property and recorded among the Land Records of Howard County, Maryland, and any additions, amendments or modifications thereto.

Section 5. "Electronic Transmission”

shall mean and refer to any form of communication, not directly involving the physical transmission of paper, that creates a record that (i) may be retained, retrieved, and reviewed by a recipient of such communication, and (i) may be reproduced directly in paper form by the recipient through an automated process.

Section 6. “Lot”

shall mean and refer to a Lot shown upon any recorded subdivision map or Plat of the Properties, which are subject to the Declaration as amended from time to time.

Section 7. ”Member" or “Members"

shall mean and refer to those persons entitled to membership in the Association, as provided in the Declaration.

Section 8. “Owner"

shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple or leasehold title to any Lot which is a part of the Properties, including contract sellers, but excluding ground rent owners and those having such interest merely as security for the performance of an obligation or payment of a debt.

Section 9. “Property”

shall mean and refer to that certain real property located in Howard County, Maryland (the "County") described in the Declaration of Covenants, Conditions and Restrictions referred to in Section 4 hereof, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 10. (Other Terms)

Any other terms used herein shall have the meanings given to them in the Declaration.

ARTICLE II - MEETING OF MEMBERS

Section 1. Annual Meetings.

The first annual meeting of the Members and each subsequent regular annual meeting of the Members shall be held in May of each year, at a time and place within the State of Maryland selected by the Board of Directors of the Association. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.

Section 2. Special Meetings.

Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are (1) entitled to vote one-third (a) of all of the votes of the Class A membership, or (in) entitled to vote one-third (a) of all of the votes of the Class B membership.

Section 3. Notice of Meetings.

Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days but not more than sixty (60) days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Notice of meetings may also be provided by Electronic Transmission in accordance with Section 6. of this Article Ill of these By-Laws.

Before the date of the Transition Meeting (as defined in Section 6. of this Article Ill of these By-Laws), the Declarant shall deliver to each Member notice that the requirements for such meeting have been met. The notice shall include the date, time and place of the meeting.

Section 4. Quorum.

The presence at the meeting of Members or of proxies entitled to cast ten percent (10%) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, these By-Laws or applicable law. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote at the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented or such lesser amount as permitted under applicable Maryland law.

Section 5. Proxies.

At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

Section 6. Electronic Transmission of Notices.

Subject to any applicable laws, notice of meetings and delivery of information to Members may be made by Electronic Transmission if:

(1) the Board authorizes the Association to deliver notices of meetings and other information to

Members by Electronic Transmission;

(2) the Member provides prior written authorization to provide notice of meetings or deliver information by Electronic Transmission to the Board, and

(3) an officer or agent of the Association certifies in writing that the Association has provided notice of a meeting or delivered material or information as authorized by the Member.

Notwithstanding the foregoing, any inadvertent failure to deliver notice by Electronic Transmission does not invalidate any meeting or other action.

For purposes of this Section 4.12., Electronic Transmission shall be considered to be ineffective if:

(a) The Association is unable to deliver two (2) consecutive notices; and

(b) The inability to deliver the notice by Electronic Transmission becomes known to the person responsible for sending such Electronic Transmission.

In addition to the foregoing. provided that the same has been approved by the Board of Directors of the Association, and a formal procedure therefore adopted and promulgated to the Members, proxies and other required filings with the Secretary of the Association may be delivered to the Secretary of the Association by Electronic Transmission, in accordance with the provisions of 811B-113.2 of the Real Property Article, Annotated Code of Maryland, as amended from time to time, and votes may be cast by Members in accordance with the provisions of 811B-113.2, Real Property Article, Annotated Code of Maryland, as amended from time to time or superseded.

ARTICLE IV - BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number.

The affairs of the Association shall be managed during the Development Period by a Board of Directors consisting of three (3) directors, which number may be increased by Declaraut from time to time during the Development Period, provided, however, following the Development Period, the Board of Directors shall never be less than three (3) nor more than five (5) persons. During the Development Period (or util their successors are duly chosen and qualified), the names of the directors shall be Michael S. Greenspun, Gordon L. Greenspun and Carol A. Greenspun. Declarant shall have the sole right to appoint all of the members of the Board of Directors until the earlier of: (a) the Transition Meeting (as defined below): or (b) upon Declarant, in its sole and absolute discretion, relinquishing its right appoint directors, and in either of such events, new directors shall be elected at the next annual meeting of Members. No director need be a Member of the Corporation. For purposes hereof, the term "Transition Meeting" shall mean the election of members of the Board at a meeting of the Members of the Association held within sixty (60) days from the date that at least seventy-five percent (75%) of the total number of Lots that may be part of the Property after all phases are complete are sold to members of the public for residential purposes.

Section 2. Term of Office.

From and after the time Declarant solely appoints directors as described in Section 1 of this Article IV, Members shall elect directors on a staggered term basis as follows: Members shall elect one-third (1/3) of the directors for a term of one (1) year, one- third (1/3) of the directors for a term of two (2) years and one-third (1/3) of the directors for a term of three (3) years; and at each annual meeting thereafter the Members shall elect one-third (1/3) of the total number of directors for a term of three (3) years. The person receiving the highest number of votes shall receive the three (3) year term; the person receiving the next highest number of votes shall receive a term of two (2) years; and the person receiving the least number of votes shall receive a term of one (1) year; provided, however, if five (5) directors are elected, then the two (2) persons receiving the highest number of votes shall receive the three (3) year tern; two (2) persons receiving the next highest number of votes shall receive a term of two (2) years each; and the person receiving the least number of votes that gets elected shall receive a term of one (1) year.

Notwithstanding the foregoing, the term of each member of the Board of Directors appointed by the Declarant shall end ten (10) days after the Transition Meeting, if a replacement Board member is elected.

Section 3. Removal.

Any director may be removed from the Board of Directors, with or without cause, by a majority vote of the Members of the Association or solely by Declarant if during the Development Period. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board of Directors (or by Declarant if during the Development Period) and shall serve for the unexpired term of his or her predecessor.

Section 4. Compensation.

No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his or her duties.

Section 5. Action Taken Without A Meeting

The directors shall have the right to take any action in the absence of a meeting which they could take under Maryland law at a closed meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a closed meeting of the directors.

ARTICLE V - NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination.

Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting.

The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the President of the Association prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. 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. Nominations may be made from among Members or non-members of the Association.

Section 2. Election.

Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VI - MEETINGS OF DIRECTORS

Section 1. Regular Meetings.

Regular meetings of the Board of Directors shall be held at least annually (except during the Development Period), at such place and hour as may be fixed from time to time by resolution of the Board of Directors. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings.

Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) directors, after not less than three (3) days notice to each director.

Section 3. Quorum.

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

ARTICLE VII - POWERS, RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers

The Board of Directors shall have the power to:

(a) adopt and publish rules and regulations governing the use of the Common Areas, including any improvements and amenities located thereon, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of any recreational facilities located on any Common Areas of a Member during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended, after notice and hearing. for a period not to exceed sixty (60) days for infraction of published rules and regulations or any provisions of the Declaration, or a longer period than sixty (60) days while the infraction remains uncured:

(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation or the Declaration:

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

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

Section 2. Duties

It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such a statement is requested in writing by one-third (a) of the Class A Members or of the Class B Members who are entitled to vote:

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

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

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

(3) foreclose the lien against any Lots for which assessments are not paid within thirty (30) days after the due date thereof or to bring an action at law against the Owner personally obligated to pay the same;

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

(e) by the Association; procure and maintain adequate liability and hazard insurance on property owned

(f) cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate and/or as required by law; and

(g) cause to be maintained the Common Areas and any other areas shown on the Plat that may be owned by governmental entities who are not maintaining such areas.

Section 3. Board Meetings Which May Be Closed

A meeting of the Board may be held in closed session only for the purposes set forth in Section 11B-111 of the Real Property Article, Annotated Code of Maryland, as amended from time to time. If a meeting is held in closed session, a statement of the time, place, and purpose of such meeting, the record of the vote of each board member by which such meeting was closed, and the authority under this section for closing such meeting shall be included in the minutes of the next meeting of the Board.

Section 4. Management Agent

The Board may engage for the Association a management agent or manager (the “Management Agent") at a rate of compensation established by the Board to perform such duties and services as the Community Board shall from time to time authorize in writing. Any management agreement entered into by the Association shall provide, inter alia that such agreement may be terminated for cause by either party upon thirty (30) days written notice thereof to the other party. The term of any such management agreement shall not exceed one (1) year; provided, however, that the ten of any such management agreement may be renewable by mutual agreement of the parties for successive one-year periods. If the standards and regulations of FNMA and/or FHLMC prohibit self-management by the Association, and FNMA and/or FHLMC holds an interest in a First Mortgage affecting any Lots, then no such self-management shall be undertaken by the Association, without the prior written consent and approval of all of the holders of the First Mortgages of record on the Lots.

Until the Transition Meeting, a Contract (as defined below) entered into by the officers or the Board of Directors may be terminated, at the discretion of the Board and without liability for the termination not later than thirty (30) days after notice. For purposes of this Section 4., "Contract" shall mean an agreement with a company or individual to handle the financial matters, maintenance or services for the Corporation, but excludes an agreement related to the provision of utility services or communication systems.

ARTICLE VIII - OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers

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

Section 2. Election of Officers

The election of officers shall take place at the first meeting of the Board of Directors, and thereafter at the meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term

The officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one (I) year unless any officer shall sooner resign, or shall be removed, or otherwise disqualified to serve

Section 4. Special Appointments

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

Section 5. Resignation and Removal

Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies

A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaced.

Section 7. Multiple Offices

The offices of Treasurer and Secretary may be held by the same person. Except as provided herein, no person shall simultaneously hold more than one (1) of any of the other offices except in the case of offices created pursuant to Section 4 of this Article.

Section 8. Duties

The duties of the officers are as follows:

(a) President

The President shall preside at all meetings of the Members and of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried out. The President shall have the authority to sign all leases, mortgages, deeds and other written instruments and shall.co-sign all checks and promissory notes.

(b) Vice-President

The Vice-President shall act in the place and stead of the President in the event of the President's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board of Directors. The Vice-President shall likewise have the authority to sign all leases, mortgages, deeds and other written instruments and co-sign all checks and promissory notes.

The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board of Directors and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board of Directors.

(d) Treasurer

The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all books of account; cause an annual report of the Association's books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members upon written request.

ARTICLE IX - INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Association shall indemnify, defend and hold every officer, Director or member of a duly authorized committee as set forth in the Articles.

ARTICLE X - COMMITTEES

The Association shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint such other committees as deemed appropriate in carrying out its purpose.

ARTICLE XI - BOOKS AND RECORDS

The books, records and papers of the Association shall be made available for inspection by any Director, Member, Mortgagee or any other party entitled under applicable law and in conformance with the provisions as set forth in Section 11B-112 of the Real Property Article, Annotated Code of Maryland, as amended from time to time. In addition, the Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any of the foregoing parties at the principal office of the Association, where copies may be purchased at reasonable cost, subject to applicable law and any provisions of the Declaration.

ARTICLE XII - ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the lot against which the assessment is made, Any assessment, or portion thereof, not paid within thirty (30) days after the due date thereof shall be delinquent and shall bear interest from the due date at the rate of eighteen percent (18%) per annum (unless such rate of interest is not legally allowable in which event the highest rate permitted by law shall be applicable), shall be subject to a late charge of Fifteen Dollars ($15.00) or ten percent (10%) of the assessment, or portion thereof, whichever is greater, and shall be subject to any collection costs, and attorneys fees for the collection thereof in an amount not less than twenty percent (20%) of any and all outstanding assessments and charges. Further, the Association shall have the right to declare the entire balance of the assessment and accrued interest thereon to be immediately due and payable. The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lot, and interest, late charges, costs and reasonable attorneys’ fees of not less than twenty percent (20%) of any and all outstanding assessments and charges shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessment provided for herein by non-use of the Common Areas or abandonment of the Owner's Lot.

ARTICLE XIII - AMENDMENTS

Section I. (Amendment Process)

These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of two-thirds (2/3) of a quorum of Members present in person or by proxy, subject to the right of Declarant to modify these By-Laws as described in the Declaration.

Section 2. (Order of Precedence)

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 Declaration and the Articles of Incorporation, the Declaration shall control.

ARTICLE XIV - MISCELLANEOUS

The fiscal year of the Association shall be determined by the Board in its discretion.

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