Bylaws

EXHIBIT E

WASHINGTON VILLAGE COUNTRY CLUB AND RESIDENCY CONDOMINIUM ASSOCIATION BYLAWS

These are the Bylaws of WASHINGTON VILLAGE COUNTRY CLUB AND RESIDENCY Condominium Association, formulated for the purpose of administering that property located in the Town of Coventry, County of Kent and State of Rhode Island, and these are created pursuant to and subject to the Rhode Island Condominium Act (hereinafter the "Act") and are incorporated by reference into the DECLARATION OF CONDOMINIUM FOR WASHINGTON VILLAGE COUNTRY CLUB AND RESIDENCY to which these Bylaws are attached and as the same may from time to time be amended and/or restated (hereinafter referred to as the "Declaration"). Terms not otherwise defined herein shall have the meaning assigned by the Declaration or the Act.

ARTICLE 1

UNIT OWNERS

1.1 Place of Meetings

The Unit Owners shall hold meetings at the principal office of the Association or at such place within the State of Rhode Island as the Executive Board shall determine.

1.2 Annual Meeting

The first annual meeting of Unit Owners shall be held on August 30, 1989 (“first annual meeting”) or within twenty (20) days after eighty percent (80%) of the units in PHASE I of the aforesaid Condominium have been sold by the Declarant, whichever is earlier. Thereafter the annual meeting of the Unit Owners shall be held at 8:00 P.M. on the second Tuesday in January of each year. The purpose of the annual meeting shall be electing the members of the Executive Board and transacting such other business as may properly come before the meeting. If the day scheduled for an annual meeting is a legal holiday, the meeting shall be held at the same hour on the next day.

1.3 Special Meetings

Special meetings of the Unit Owners shall be held whenever called by the President, a majority of the members of the Executive Board or whenever requested in writing by Unit Owners entitled to cast twenty percent (20%) of the votes of the entire membership of the Association.

1.4 Notice

Not less than ten (10) days nor more than sixty (60) days in advance of any meeting, the President, Vice-President or Secretary shall cause a written notice of said meeting to be either hand delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the Unit Owner to the Association. The notice of any meeting must 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 a director or officer. Any Unit Owner may waive such notice, in writing, either before or after meetings, noting that if a unit has more than one owner, each owner thereof must waive notice of said meeting for the notice to be effective for that unit.

1.5 Quorum and Voting

All voting by Unit Owners shall be on the basis of one (1) vote per Unit for all Units completed and constructed at the time of any meeting. A quorum for any meeting of either the Association or the Executive Board shall be determined in accordance with Section 34-36.1-3.09 of the Rhode Island General Laws, as presently written or in conformity with any subsequent changes in Rhode Island Law for determining same. The Unit Owners present may adjourn a meeting despite the absence of a quorum. Where there is more than one person holding record title to a Unit, any or all of such persons may attend any meeting of Unit Owners, but the vote of any such Unit shall be determined by the vote of the majority of the owners of said Unit who are present at the meeting.

1.6 Proxies

Votes may be cast in person or pursaunt to a proxy duly executed by a Unit Owner. In the event a unit has more than one owner, all owners must sign the proxy or it shall not be valid nor accepted as the vote of that unit. A Unit Owner may not revoke a proxy given pursuant to this section except by actual notice to the person presiding over a meeting of the association. 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. A proxy may also be terminated for a period shorter than that which is stated upon it by delivering or sending a notice to the President or Secretary of the Association which indicates that said proxy is revoked. Said revocation shall be effective at the moment of receipt by the officer to whom it is delivered or sent and not upon mailing.

1.7 Order of Business

The order of business at annual Unit Owners’ meetings and, as far as practical, at all other Unit Owners’ meetings, shall be:

(a) Election of chairman of the meeting;

(b) Calling of the roll and certifying of proxies;

(c) Proof of notice of meeting or waiver of notice;

(d) Reading and disposal of any unapproved minutes;

(e) Reports of officers;

(f) Reports of committees;

(g) Election of members of the Executive Board;

(h) Unfinished business;

(i) New business;

(j) Adjournment.

1.8 Action by Unit Owners Without Meeting

Any action required or permitted to be taken at a meeting of the Unit Owners under the Declaration or these Bylaws may be taken without a meeting, with the same effect as if such action had been taken at a meeting of the Unit Owners, if:

(a) All the Unit Owners entitled to vote thereon consent thereto in writing; or

(b) The Unit Owners who consent thereto would be entitled to cast at least seventy-five percent (75%) in interest of the votes which would be required to take such action at a meeting at which all of the Unit Owners entitled to vote thereon were present and prompt notice of such action is given to all Unit Owners who would have been entitled to vote thereon if such meeting were held.

ARTICLE 2

EXECUTIVE BOARD

2.1 Members and Election

The affairs of the Association shall be managed by a Executive Board consisting of nine (9) members. Except for members appointed by the Declarant during the “Period of Declarant’s Control provided for in the Declaration, each member of the Executive Board shall be a Unit Owner.

(a) Except for members appointed by the Declarant during the “Period of Declarant’s Control provided for in the Declaration, members of the Executive Board shall be elected by ballot (unless dispensed with by unanimous consent) by a plurality in interest of the Unit Owners. Each Unit Owner shall be entitled to vote for as many nominees as there are vacancies to be filled.

(b) Notwithstanding the foregoing, during the “Period of Declarant’s Control” provided for in the Declaration, the members of the Executive Board shall be determined in accordance with the Declaration of the Condominium concerning this Section 7.2 ‘Period of Declarant’s Control”, with any members of the Executive Board which are elected by the Unit Owners being elected as provided in paragraph (a) of this Article.

2.2 Nomination

With regard to any members of the Executive Board that are to be elected by the Unit Owners, as aforesaid and in accordance with the Declaration, at least two (2) months prior to the first annual meeting and each succeeding annual meeting of the Unit Owners, the President shall appoint a Nominating Committee. The Nominating Committee shall select persons to be elected members of the Executive Board at the first annual meeting or forthcoming annual meetings of the Association, as the case may be, and shall report its nominees by notice sent by mail to the Unit Owners at least one (1) month prior to the date of such meeting. Additional nominations may be made by notice mailed to the Unit Owners at least two (2) weeks before such meeting by at least ten percent (10%) in interest of the Unit Owners.

2.3 Disqualification

No Unit Owner who is more than thirty (30) days in arrears in the payment of the Unit Owner’s share of Common Expenses shall be eligible for election as an officer or as a member of the Executive Board.

2.4 Vacancies and Removal

Except as to vacancies in the Executive Board created by removal of members by the Unit Owners, vacancies in the Executive Board occurring between annual meetings of the Unit Owners shall be filled by the majority vote of the remaining members of the Executive Board. After the first annual meeting as provided in Section 2.1(a) hereof, any member of the Executive Board may be removed by vote of seventy-five percent (75%) in interest of the Unit Owners at a special meeting of the Unit Owners called for that purpose. The vacancy so created in the Executive Board shall be filled at the meeting by a vote of the majority in interest of the Unit Owners. Additionally, as provided for in the “Period of Declarant’s Control” in the Declaration, Executive Board members may also be removed by the Declarant, in accordance with said Declaration provisions.

2.5 Term

The term of service of each member of the Executive Board shall extend until the next annual meeting of the Unit Owners and therafter until such member’s successor is elected and qualified or until such member is removed in the manner provided in this article.

2.6 Regular Meeting

Regular meetings of the Executive Board may be held at such time and place as shall be determined, from time to time, by a majority of the members of the Executive Board. Notice of regular meeting shall be given to each member, personally or by mail at the address provided by each such board member, or by telephone or telegraph at least three (3) days prior to the day named for such meeting. The first meeting of a newly-elected Executive Board shall be held within ten (10) days of their election at such place and time as shall be fixed by the members of the Executive Board at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary.

2.7 Special Meetings

Special meetings of the Executive Board may be called by the President and must be called by the Secretary at the written request of one-third (1/3) of the members of the Executive Board. Not less than three (3) days notice of the meeting shall be given in the manner provided in section 2.6 of this article, as aforesaid.

2.8 Waiver of Notice

Any member of the Executive Board may waive notice of a meeting before or after the meeting, with such waiver to be in writing and kept with the minutes of the meeting for which the waiver was given, and such waiver shall be deemed equivalent to the giving of notice.

2.9 Quorum

A quorum at meetings of the Executive Board shall be in accordance with Section 34-36.1-3.09 (b) of the Rhode Island General Laws as presently written or in conformity with any changes for determining same. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Executive Board, except where approval by a greater number of members is required by the Declaration, these Bylaws or the Act. If at any meeting of the Executive Board there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business which may have been transacted at the meeting as originally called may be transacted without further notice, so long as the date, time and location to which said meeting was continued was stated to all Executive Board members present at the adjournment of the prior meeting.

2.10 Presiding Officer

The presiding officer at meetings of the Executive Board shall be the President, or, in the President’s absence, the Vice President. In the absence of the presiding officer, the members present shall designate one of their number to preside.

2.11 Powers and Duties of the Executive Board

All of the powers and duties of the Association existing under the Act, the Declaration and these Bylaws shall, subject only to approval by Unit Owners when such is specifically required, be exercised by the Executive Board, its agents, contractors or employees. Such powers and duties of the Executive Board shall include, but shall not be limited to, the following; subject, however, to the provisions of the Declaration, these By-Laws and the Act:

(a) To make and collect assessments against Unit Owners to defray the Common Expenses.

(b) To use the proceeds of assessments in the exercise of its powers and duties.

(c) The maintenance, repair, replacement and operation of the Property.

(d) The purchase of insurance upon the Property and for the protection of the Association and its members.

(e) The reconstruction of improvements after casualty and the further improvement of the Property.

(f) To make and amend reasonable regulations respecting the use of the Property.

(g) To enforce by legal means the provisions of the Act, the Declaration, these By-Laws and the rules and regulations for the use of the Property. In the case of willful violation of the Act or the Declaration, Bylaws or the Association’s rules and regulations for this Condominium by a Unit Owner, the Executive Board shall have the power to assess fines, not exceeding Fifty Dollars ($50.00) per violation per day, against such Unit Owner for each and every day that said violation continues, and said fines shall be a lien upon a Unit enforceable in the same manner as a lien for Common Expenses. With regard to the assessment of any such fine upon a Unit Owner, should the Unit Owner be guilty of any willful violation of the Act or the Declaration, Bylaws or the Association’s rules and regulations for this Condominium, the Executive Board shall send a notice, by regular mail, to said Unit Owner addressed to the Unit of said owner or to any other address previously supplied in writing to the Executive Board for this purpose by the Unit Owner, and this notice shall advise the Unit Owner of the nature of the violation and shall also advise the Unit Owner that the Executive Board shall commence to fine the Unit Owner in the amount not to exceed $50.00 per violation per day as of the date specified in said notice should the violation(s) listed within said notice not cease, with said specified date to be no earlier than ten days after the date said notice was mailed. The notice shall further advise the Unit Owner that the Unit Owner may schedule a hearing before the Executive Board at which time the Unit Owner may present evidence that the Unit Owner is not guilty of the violation(s) listed in the aforesaid notice or that there are circumstances which explain or mitigate such violation(s) or that the Unit Owner is unable to correct said violation(s), provided, however, that the Unit Owner shall request said hearing within ten days after the date the aforesaid notice was mailed to said Unit Owner. If the Unit Owner fails to request a hearing within the time prescribed no hearing shall be held. If the request is timely, the Executive Board, as soon as reasonably practicable shall schedule the hearing requested by the Unit Owner, at which time the Unit Owner and/or his Counsel shall be heard along with any other evidence the Unit Owner wishes to present so long as the Executive Board determines the evidence relevant. Notice of said hearing shall be mailed to the Unit Owner at the address to which the original violation notice, as aforesaid, was sent at least seven (7) days before the date that said hearing has been scheduled, with said notice to advise the Unit Owner of the date, time and location of said hearing. After such hearing, the Executive Board shall levy whatever fines it deems appropriate based upon the evidence presented to it in an amount up to fifty dollars ($50.00) per violation per day, with said fines to be commenced retroactively as of the date specified in the notice sent to Unit Owner wherein said owner was advised of the violation(s).

(h) To contract for management of the Property for a term not exceeding two (2) years and to delegate to a managing agent all powers and duties of the Association except such as are specifically required by the Act, the Declaration or these Bylaws to have approval of the Executive Board or the membership of the Association;

(i) To employ personnel to perform the services required for proper operation of the Property;

(j) To open bank accounts on behalf of the Association, to designate the signatories in respect thereof and to borrow money for the proper operation and maintenance of the Property;

(k) To grant and relocate easements on the Property; and

(l) To do anything and everything else necessary and proper for the sound management of the Association and the Property.

2.12 Conflicts of Interest

The members of the Executive Board shall exercise their powers and duties in good faith and with a view to the best interests of the Association. No contract or other transaction between the Association and one (1) or more members of the Executive Board, or between the Association and any corporation, firm or association (including the Developer) in which one (1) or more of the members of the Executive Board are directors or officers or are pecuniarily or otherwise interested, shall be void or voidable because such member or members of the Executive Board which authorizes or approves the transaction, or because such member’s or members’ votes are counted for such purpose, provided:

(a) The fact of the directorship, officership or interest is disclosed or known to the Executive Board or a majority of the members thereof or voted in the minutes, and the Executive Board authorizes, approves or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; or

(b) The fact of the directorship, officership or interest is known to the Unit Owners, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or

(c) The contract or transaction is commercially reasonable to the Executive Board at the time it is authorized, ratified, approved or executed.

An interested member of the Executive Board may be counted in determining the presence of a quorum at any meeting of the Executive Board or Unit Owners which authorizes, approves or ratifies any contract or transaction, and may vote thereat to authorize any contract or transaction with like force and effect as if such interested member were not such a director or officer of such other organization or not so interested.

2.13 Action Without A Meeting

To the extent same may be permitted by the Act, any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting if all of the persons entitled to vote thereon consent thereto in writing.

ARTICLE 3

OFFICERS

3.1 Officers

The officers of the Association shall be a President, a Vice President, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Executive Board from among the members of said Executive Board, and who may be preemptorily removed by vote of the Executive Board at any meeting. Any person may hold two (2) or more offices except that the President shall not also be the Secretary or an Assistant Secretary. These officers shall be elected by the members of the Executive Board at their initial meeting. With regard to same, any board member may place his/her name in nomination for any office and, once all those who desire election to said office have so indicated, all of the members of the Executive Board shall vote with the board member receiving the most votes being elected to each office. In the event of a tie, with regard to the election of any officer, another vote shall be held with the members who tie with the highest amount of votes to be the only remaining candidates at the next such election. The procedure shall continue in the event of further ties in the election of that officer. The term of office for all Association officers shall be one year, and the Executive Board shall schedule a meeting of its members prior to the expiration of said terms for the purpose of commencing their tenure as officers at the expiration of the terms of the outgoing Association officers. In the event that any officer is removed or leaves office for any reason, then the Executive Board shall immediately schedule a meeting to elect a replacement therefore who shall serve for the remaining portion of the departing officer’s term. The Executive Board shall from time to time elect such other officers and designate their powers and duties as the Executive Board shall find to be required to manage the affairs of the Association.

3.2 President

The President shall be the chief executive officer of the Association. The President shall have all of the powers and duties which are usually vested in the office of President of an Association, including, but not limited to, the power to appoint committees from among the members from time to time, as the President may in the President’s discretion determine appropriate, to assist in the conduct of the affairs of the Association. The President shall, on behalf of the Association, have the power to prepare, execute, certify and record Amendments to the Declaration or these Bylaws on behalf of the Association which have been duly adopted thereby in accordance with the Declaration and these Bylaws.

3.3 Vice President

The Vice President shall in the absence or disability of the President exercise the powers and perform the duties of the President. The Vice President shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Executive Board.

3.4 Secretary / Assistant Secretary

The Secretary shall keep the minutes of all proceedings of the Executive Board and the Unit Owners. The Secretary shall attend to the giving and serving of all notices to the Executive Board and the Unit Owners and other notices required by law. The Secretary shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of the Secretary of an Association and as may be required by the Executive Board or the President. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.

3.5 Treasurer

The Treasurer shall have custody of the property of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep the books of the Association in accordance with good accounting practices; and shall perform all other duties incident to the office of Treasurer.

ARTICLE 4

FISCAL MANAGEMENT

4.1 General

The provisions for fiscal management of the Association set forth in the Declaration shall be supplemented by the provisions of this Article.

4.2 Accounts

The funds and expenditures of the Association shall be credited and charged to accounts under the following classifications as shall be appropriate, all of which expenditures shall be Common Expenses:

(a) “Current Expenses”, which shall include all funds and expenditures to be made within the year for which the funds are budgeted, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or to additional improvements. The balance in this fund at the end of each year shall be applied to reduce the assessments for Current Expenses for the accounting year.

(b) “Reserve for deferred maintenance and replacements", which shall include funds for maintenance items which occur less frequently than annually and for repair or replacement required because of damage, depreciation or obsolescence. Assessments allocated to the reserve for deferred maintenance and replacements shall be contributions to the capital of the Association.

4.3 Budget

The Executive Board shall adopt a budget for each calendar year which shall include the estimated funds required to defray the Common Expenses and to provide and maintain funds for the foregoing accounts and reserves according to good accounting practices as follows:

(a) “Current expense”, the amount for which shall not exceed the budget for this account for the prior year by more than fifteen percent (15%).

(b) “Reserve for deferred maintenance and replacements”, the amount for which shall not exceed the budget for this account for the prior year by more than twenty percent (20%).

Provided, however, that the amount for each budgeted item may be increased over the foregoing limitations when approved by a majority in Interest of the Unit Owners. Copies of the budget and proposed assessments shall be transmitted to each Unit Owner in accordance with the Act, the Declaration and these Bylaws.

4.4 Assessments

Assessments against the Unit Owners for their share of the items of the budget shall be made for the calendar year annually at least thirty (30) days prior to the date which commences the calendar year for which those assessments are made. Such assessments shall be due in twelve equal payments on the first day of each month of the year for which the assessments are made. If an annual assessment is not made as required, an assessment shall be presumed to have been made in the amount of the last prior assessment and monthly payments thereon shall be due upon each installment payment date until changed by an amended assessment. In the event the annual assessment proves to be insufficient, the budget and assessments therefor may be amended at any time by the Executive Board if the accounts of the amended budget do not exceed the limitations thereon for that year. Any account which does exceed such limitation shall be subject to the approval of the Unit Owners heretofore required.

4.5 Acceleration of Assessment Installments Upon Default

If a Unit Owner shall be in default in the payment of an installment upon an assessment, the Executive Board may accelerate the remaining installments of the assessment upon notice thereof to the Unit Owner, and, thereupon, the unpaid balance of the annual assessment, together with any- penalties and interest due either on the Annual Assessment- or on any monthly installment per Section 4.2 of ARTICLE 4 of the Declaration shall come due upon the date stated in the notice, but not less than (10) days after delivery thereof to the Unit Owner, or not less than twenty (20) days after the mailing of such notice to the Unit Owner by registered or certified mall to the Unit address, whichever shall first occur.

4.6 Assessments for Emergencies

Assessments for Common Expenses for emergencies which cannot be paid from the annual assessments for Common Expenses shall be made only after notice of the need thereof or to the Unit Owners. After such notice and upon approval in writing by persons entitled to cast more than one-half (1/2) in interest of the votes of the Unit Owners, the assessment shall become effective, and it shall be due after thirty (30) days notice thereof in such manner as the Management Committee may require.

4.7 Depository

The depository of the Association shall be such bank or banks as shall be designated from time to time by the Executive Board and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only checks signed by the Treasurer and such other persons as are authorized by the Executive Board.

4.8 Audit

An audit of the accounts of the Association shall be made annually by a public accountant, and a copy of the report shall be furnished to each Unit Owner not later than April 30 of the year following the year for which the report is made.

4.9 Rights of Mortgages

The holder or guarantor of a first mortgage on any Unit shall, at the written request delivered to the President of the Association, be entitled to written notification from the Association of (a) any default by the Unit Owner in the performance of the Unit Owner’s obligations under the Act, the Declaration or these Bylaws if such default is not cured within thirty (30) days and (b) any loss to, or taking of, any element of the Common Areas and Facilities if such loss or taking exceeds $10,000.00 in value. The holder of a first mortgage of any Unit shall have the right to examine the books and records of the Association at reasonable times upon reasonable notice.

ARTICLE 5

MISCELLANEOUS

5.1 Indeminification

Each member of the Executive Board and each officer of the Association, in consideration of such officer’s or member’s services as such, shall be indemnified by the Association against expenses and liabilities reasonably incurred by such officer or member in connection with the defense of any action, suit or proceeding, civil or criminal, to which such officer or member of the Executive Board or officer of the Association, provided that such officer or member acted in good faith and in a manner such officer or member reasonably believed to be not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such officer’s or member’s conduct was unlawful. The foregoing right of indemnification shall not be exclusive of any other right to which a member of the Executive Board or an officer of the Association may be entitled by law, agreement, vote of the Unit Owners or otherwise.

5.2 Parliamentary Rules

Robert’s Rules of Order (latest edition) shall govern the conduct of Association meetings when not in conflict with the Act, the Declaration or these Bylaws.

5.3 Amendment

These Bylaws may be amended in accordance with the method prescribed in the Declaration to which these Bylaws are attached, and as said Declaration may be amended.

5.4 Principal Office

The principal office of the Association shall be at , Coventry, Rhode Island but may be changed from time to time by the Executive Board upon written notice to all of the Unit Owners.

5.5 Termination of Management Company or Agent

Contracts entered into by the Association or the Executive Board for the management of the Property shall be payable on a monthly basis, with the Association to make monthly payments to the management company or agent on the first day of each month for the management services to be provided in the month following said payment. Any contract for the management of the Property, as aforesaid, regardless of the original length thereof or the balance of the term remaining thereon, may be terminated by the Executive Board, for any reason, by the giving of a notice of such termination to the management agent or company with whom the contract exists, with the effective date of the termination to be sixty dates from the date of the mailing of such notice. In the event of such termination, the management company or agent shall be entitled to receive the monthly compensation, as aforesaid, only for those months in which said company or agent actually provided management services to the Property. Additionally, no contract for the management of the property may contain any provision for penalties or damages, liquidated or otherwise, to be paid to the management company or agent, for the termination of any management contract prior to its scheduled expiration date, and any provision to the contrary in any such contract shall be wholly void and unenforceable.