Proposed Amendments to Derwood Station Homeowners Association No

Bylaws Sections Changed by Majority Vote of the Association’s Membership in the Spring of 2001

Article III, 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 15 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. Any action requiring a vote of the entire membership must have been presented to the entire membership in the notice of meeting. At its discretion, the Board may entertain informal discussion of such actions proposed at the meeting without the requisite approval of the entire membership.

Article IV, Section 1: Number. The affairs of this Association shall be managed by a Board of seven (7), six (6), or five (5) Directors. The Board shall actively strive to maintain its number at seven.

Article VII, Section 1: Powers. The Board of Directors shall have the following powers:

(a) Adopt and publish rules and regulations governing the use of the Common area and facilities, the personal conduct of the members and their guests thereon, and to establish penalties for the infraction hereof.

(b) Suspend the voting rights and right to use the recreational facilities 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 right may also be suspended after notice and hearing for a period not to exceed 60 days for infraction of published rules and regulations. Such suspension may be appealed to a meeting of the members; but it shall be the responsibility of the appellant to obtain the written requests necessary to call any special meeting for that purpose in accordance with the provisions of Article 111, Section 2, unless the Board of Directors elects to call such meeting.

(c) Exercise for the Associaton (sic) all powers, duties and authority vested in or delegated to this Associaton (sic) and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorpration (sic) or the Declaration, including the exercise of the power to levy assessments in accordance with the provisions of Article IV of the Declaration of Covenants, Conditions and Restrictions recorded among the Land Records of Montgomery County, Maryland, in Liber ____, Folio ____, a copy of said assessment provisions being attached hereto as apart of these Bylaws.

(d) Declare the office of a member of the Board of Directors to be vacant in the event that such member shall be absent from three (3) consecutive regular meetings of the Board of Directors. (e) Employ a manager, an independent contractor, or such other employees as "hey deem necessary, and prescribe their duties.

(f) Grant such licenses, easements and/or rights‑of‑way for sewer lines, water lines, electrical cables, gas lines, storm drains, underground conduits and/or such other purposes related to the provisions of public utilities to the common area and lots as may be considered necessary and appropriate by the Board of Directors for the orderly maintenance, preservation and enjoyment of the common elements or for the preservation of the health, safety, convenience and/or welfare of the owners of the lots. The same may be granted only over those portions of the common areas, upon which no building or structure has been erected.

(g) Add new recreation facilities, playground(s), walkways, or structures to the common area requiring expenditures in excess of 10% of the annual assessment only after fully informing the membership of the details, costs, potential advantages, and potential problems with such additions and only after the subsequent written approval of a majority of members voting on the addition.

Article VIII, Section 8: Duties. The duties of the officers are as follows:

President

(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall cosign all checks and promissory notes.

Vice-President

(b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary

(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of 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 and of the members, keep appropriate current records showing the members of the Association together with their address, and shall perform such other duties as required by the Board.

Treasurer

(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as direct by resolution of the Board of Directors, shall sign all checks and promissory notes of the Association, keep proper books of account, cause an annual audit of 'the Association 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.

(e) If unavailable at the required time, any officer authorized to sign checks may designate another officer to so sign in his or her stead by notifying the Board according to Association policy.