WIXLIB

Class A.A. ClassClassClass A MembersMembers shallshall be allall OwnersOwners of any Lot,Lot, except the ClassClass BBMember. ClassClass A MembersMembers shallshall be entitled toto one (1)(1) vote for each Lot owned.Class B. The ClassClass BB Member shallshall be the Declarant,Dedarant, which shallshall have threethree (3)(3)votes for eacheach Lot ownedowned by thethe Class Band threethree (3)(3) votes for each Lot which couldB Member, andbe createdcreated onon the Additional land owned by the Dedarant as allowed by the ZoningZoning ordinance.ordiice.TheB membership and thethe ClassClass BB votingvoting rights shallcease upon the earlierearlier of theThe ClassClass Bshall rase-followingre-aces to own(i) when the Declarantfollowing events:events: (i)own any of thethe PropertiesProperties or the AdditionalAdditionalDeclarant ceasesland; or ((ii)i on December 31,2009,Declarant shallocaus. Thereafter,Thereafter, the Declarantshall have31, 2009, whichever first occurs.Class A membershiprights for each Lot it may own.Classmembership rights(1) person may bemembership which isThe votevote for anyany membershipis held by more than oneone (1)beexercisedexercised by any one of them unless any objectionobjection or protest by any other holder of suchmembershipvote for suchmembership is mademade prior toto the completion of a vote,vote, in which case the votemembership shallcounted.membershipshall not be counted.voting dass, mayAny person or entity(1)entity voting as .aa Member of more than one (1)voringexercise those votes todass of membership.exerciseto which he isis entitledentitled for each such dassSection 3.2.Section(a)(a)rights of Membersas follows:follows:.The votingvoting rightsMembers shallshall be asmembershipClass BClass A MembersClass BB Member, soso longlong asas ClassB membershipMembers and the Classannualexists, shall vote asas rovidedthe DeclarationDeclaration to approvein the maximum annualprovided in theapprove aa raise inspecial capitalcapitalassessments whichassessmentswhich is greatergreater thanDeclaration; ttoo approveapprove-specialthan allowedallowed byby the Dedatadon;improvement assessments;assessments; toto approveconsolidations or dissolutiondissolution of the Association;Association;approve mergers, consolidationsttoo approve the conveyance, dedication or mortgagingapprovemortgaging of any CommonCommon Area; to approveamendmentsamendmentstoto the Declaration and to any SupplementarySupplementary Declaration.(b)(b)membershipClass A MembersClass BMember, soso long asas Class BB membershipClassB Member,Members and the Classexists, shall vote as a singlesingle dassamendments to these Articlesclass to approveapprove amendmentsArtides andand the Bylaws and,and,except for Directorsappointed by the Declarant, to elect Directors.Directors appointedArtides of IncorporationInarporation ofArticlesLake Powell ForestFor& Owners' Association,Association, Inc.Inc.(November 13,1998)13,1998)Page 4

SectionSection 3.3.Except asotherwise by law, where a vote of the Memberj3.3. Exceptas provided otherwiseMembers isrequired, the Board of DirectorsbeDirectors shallshall determinedetermine by resolution whether the questionsquestions shallshall bedecideddecided by ballot vote at aa meetingmeeting or by mail or at polling ollingplaceslaces designateddesignated by the Board andshallnotice thereof as provided in the Bylaws.shall givegive noticeARTICLE IVNBOARD OFO F DIRECTORSDIRECTORSTheThe affairsaffairs of the AssociationThe DirectorsDirectorsAssociation shall be managed by aa Board of Directors. Theshall be eelectedl d or appointedappointed by one (1) or more dasmMembe ,and the preciseprecise number anddasses of Members,method of selectionselection shall bebe asas provided inin the BylawsBylaws of the Association.ARTICLE VARTICLEDURATIONThe corporationcorporation shallshall exist perpetuallyperpenrally unlessunless dissolveddissolved as provided in Article VI.VI.ARTICLE VIDISSOLUTION--TheThe AssociationAssociation may bebe dissolved atat a duly held meeting at which a quorum is presentpresentof the -Classupon the votevote of moremore than twotwo-thii(2/3) of the votes, in person or by proxy, ofClassthirds (2/3)Members and by the Classas ClassA MembersClass Bso longlong asClass BB membershipmembership exists.exists- Prior totoB Member,Member, sodissolutionconsolidation, -thedissolution of the Association,Associatioq other thanthe assets of thethan incident to a merger or consolidation,Association shallAssociationshall be offered forfor dedicationdedication to the municipality or county in which such assetsassetsassets shallshall besuch assetsareare located.located. In the eventevent that such dedicationdedication is refusedrefused upon dissolution,dissolution, suchtrust or othergranted,corporation, association,nonprofit corporation,assigned togranted, conveyedconveyed and assignedto any nonprofitassociation, trustorganization to be devoted toto suchsuch purposes.Articles of Incorporation oArtidesofflake PowdlPowell ForestLakeForest Owners' Association, hcInc.(November 13.1998)13, 1998)(NovemberPage 55Page

VIIARTICLE WARTICLELIMITATION ONON LIABILITY. Pursuant to SectionSection 13.1-870.1Code of Virginia of 1950,1950, asas amended,followingamended, the following13.1-8701 of the Codesets forth a limitationlimitation onsetson liabilityofficers and DirectorsDirectors of the Association:Association:liability of the officersof the Associationname of,Association orIn any proceeding brought in the right of or name(a)(a)damages assessedassessed againstbehalf of Membersagainst an officerofficerbrought by or onon behalfMembers of the Association,Association, the damagesor Directorwurse of conduct shall not exceedexceedDirector arising out of a singlesingle transaction,transaction, oaxrrence,occurrence, or coursethe lesser of:(i)(i)( 100.00); orDollars ( 100.00);OneOne Hundred Do21ars(ii)(ii)The greatergreater of (A)(A) One Hundred Thousand DollarsDollars ( 100,000.00),( 100,000.00),or (B)(B) the amount of the cash compensationfrom thecompensation received by the officer or Director fromAssociation during the twelve (12) monthsomission for whichmonths immediately pr&gpreceding the act or omissionAssociationliability was imposed.liabiliyIn any proceeding against an officerofficer or DirectorDirector who receivesreceives(b)(b)of the Internalcompensation fromfrom the Association exemptexempt from incomeincome taxation under 501(c)501(c) ofIntendRevenueassessed arisingRevenue Code for his servicesservices asas such, the damagesarising out of a singlesingle transaction,damages assessedoccurrencecourse of conductcompensation received by theoccurrence or courseconduct shallshall not exceed the amount of compensationofficerDiector from thethe Association during(12) monthsmonths immediatelyimmediately precedingduring the twelve (12)officer or Directorthe actimposed. An officerofficer or Director who servesserves theact or omission for which liability waswas imposed.damages of any suchAssociation without compensationliable for damagescompensation for hishi servicesservices shallshall not be liable.-. . . .prOcee&ingproceeding. . - - (c)(c).- ,. . . . .'.: .: .:::;:;;.;j. .*.*,-.si .'. - . . . . . . . . . . . . .-.The liabilityliability of an officer or DirectorDirector shall not be limited asas provided ininthisrhis ArticleArticle if the officer or Director engaged in willful misconduct or a knowing violation ofcriminallaw.cr i m i i law. .:.i.-.Articles ofof IncorporationArticlesIncorporation ofLakeLake PowellPowell Forcston,IncForest Own&Owners' *Association,Inc.(November 13,1998)'(November13,1998)Page 66-

VIIIIARTICLE WSEVERABILITYSÉVERABILITYInvalidationInvalidation of any of these anidesartides or sectionsartides by judgment or court order s611shallsections of articlesin nono way affectaffect anan otherother revisionsfull force andand effect.revisions which shall remain in fullARTICLE IXANNEXATIONANNEXATIONAdditional land may be annexedAdditionalannexed to the area subjectsubject to the Association asas provided in theDeclaration.Declaration.ARTICLE XARTICLEAMENDMENTSAMENDMENTSseventy-five percent (75%) ofAmendment of these Articles shall requireAmendmentrequire the assent of seventy-five(75%)the votesvotes of the voting ClassMemben andand the assent of the ClassClass B Member,Member, -if suchsuchClass A Membersmembership is inin existenceexistence at thethe timetime such amendment isis voted on.IN WITNESS WHEREOF, for the purpose of formingformingthisthis corporation under the lawsincorporator of thisof thethe. Commonwealthconstituting the incorporatorCommonwealth of VVirginia,i a , the undersigned, constitutingAssodation,has executed thesethese ArticlesArticles of Incorporation thisthis NovemberAssociation, VtSTA7E CONDOVP-ART.INCArtidesArticles of IncorporationIncorporationofofLakePowell ForatLake PowcUOwnen' Association,Association,Inc.Forest Owners'Inc.(November 13,1998)13,1998)Page 77Page

ByLaws

BYLAWSBYLAWSOFOFLAKELAKE POWELLPO'WELL FORESTFOREST OWNERS' ASSOCIATION,ASSOCIATION, INC.INC.Drafted byby JeffreyJeffrey B.B. Hammaker, EsquireEsquireDraftedShuttleworth,Shuttleworth, Ruloff tic& Giordano,Giordano, P.C.4525 SouthSouth Boulevard,Boulevard, SuiteSuite 3003004525Virginia Beach,Beach, VA 2345223452Virginia(757)(757)671-6000671-6000rt,

BYLAWSBYLAWSOFLAKE POWELL FORESTFOREST OWNERS' ASSOCIATION, INC.ARTICLE IARTICLENAME ANDAND LOCATIONLOCATIONTheThe name of the corporationcorporation isis LakeLake Powell Forest Owners' Association, Inc.,hereinafterThe principal officeoffice of the Association shallshall behereinafter referred to asas the "Association.""Association." The-located at United Property Associates,Associates, 44544454 Southsouth Boulevard,Boulevard, SuiteSuite 250,250,VirginiaV i i a Beach, Virginia23452, or such23452,such otherother placelace asas may be designatedBoard of Directors, but Meetings ofdesignated by the BoardMembersMembers and DirectorsDirectors may be held at suchsuch places asas may be designated by the Board ofDirectors.ARTICLE III1SEALSEALcorporate sealseal of the Associationshall beThe corporateAssociation shallbe inin circularcircular form and shallshall bear the nameof the Association.111ARTICLE IIIDEFINITIONSDEFINITIONSSection 1.1."Association""Association" shallshall mean and refer to the LakeLake PowellPowell Forest Owners'its successorsAssociation, Inc.,Inc, itssuccessors and assigns.Section2. "Common Area"Area" shallr o p e q andand improvementsSection 2.propertyshall mean and refer to all real powned or leasedleased by, or subject to anan easement inin favorfavor of,of, the AssociationAssociation for the usethereon ownedattached toand enjoymentenjoyment of the Members, andand includingincluding that real property listed on ExhibitExhibit B attached. .:i;. .z;:.:. - ?;.,,:7-;-;:. .i: .:,,C!,.:.s,l i e d asas Common Area on future SupplementarySupplementary Declarations,Declarations, or designateddesignatedthe Declaration,Declaration, or listedBylawsPowell ForestBylaws ofof LakeLake PowdlOwners' AssociationAssociation (( NovemberNovember 13,1998)13, 1998)Page 11

asas CommonCommon Area on any plat of property which is governed by thethe Declaration.Common AreaAreashall alsoincluding any lakeslakes and/or retentionshallalso mean and refer to any drainagedrainage facilities, includingretention ponds,ponds,located on aa Lot or LotsLots (as defineddefined herein) or in a public right of way required bywhether locatedTransportation, to be constructedVirginia, or the Virginia Department of Transportation,constructedJames CityCity County,County, Virginia,Jamesand/orand/or maintained by the Declarant, the Associationor any Owner (as defined herein). LakeLakeAssociation orPowell asas depicteddepicted on anyany l a nowtor hereafter recorded isis specificallyspecifidly not a part of anyanyplatCommon Area, said LakeLake being ownedowned by third paniesparties andand use of suchsuch Lake, if any, may beLake ownersmade onlyonly with permission of suchsuch ownerssuch terms and conditionsconditions asas suchsuch Lakeowners upon suchmaderequire.may require.Section 3.Section"Declaration" shallshall mean and refer to the covenants,"Declaration"covenants, conditionsconditions andrestrictions of LakeLake PowellPowell ForestForest and all other provisions therein set forth in that certainrestrictionsOffice of the Circuitdocument recorded,recorded, or intendedthe Clerk's OfficeCircuit CourtCouit ofdocumentintended to be recorded, in theCounty, as samesame may fromfrom time to timetime be amended.James City County,4. "Developer""Developer" shallinvestor, or other person ormean a builder, contractor, investor,Section 4.shall meanentity who purchases a vacant LotLot for thethe purpose of resaleresale or for the purposepurpose of constructingconstructingimprovements thereonthereon for resaleresale toto a publicpublic purchaser.SectionSection 5. "Declarant""Declarant" shallshall mean and referrefer to BOYDBOYD CORPORATION, aa Virginiasuccessors and assigns; provided, however,corporation, itsits successorshowever, that no successorsuccessor or assigneeassignee ofcorporation,rights andunless such rightsDeclarantDeclarant shall have any rightsrights or obligationsobligations of Declarant hereunder unlessorr assignmentassignment or which passobligations areare specificallyspecifically setset forth in thethe instrument of successionsurression oobligationsby operation of law.Section 6. "First Mortgagee"Mortgagee" shallholdsInstitutional Lender who holdsSectionshall mean and refer to an Institutionala note or other obligationobligation secured by aa first deeddeed of trust or mortgagemortgage on aa Lot,Lot, who has notifiedthe Association of its holdings.Section 7."Governing"Governing Documents"Documents" shallshall mean and refer to the ArticlesArticles ofSupplementary Declarations, and theDeclaration, anyIncorporationIncorporation of the Association, the Declaration,any SupplementarytheBylaws of LakeLake Powell ForestBylawsOwners' AssociationAssociation ((November13,1998)Owners'1998)November 13,Page 2

AssociationAssociation Bylaws, allall asas initiallydrawn by Declarant and filed and recorded as the casecase mayinitially drawnbe, and alla l l as may bebe duly amendedamended from time to time.Section 8. "Institutional Lender"Lender" shallshall mean and refer toto oneone or more commercialcommercial orsavings banks, savingscompanies, creditcredit unions, industrialindustrial loansavingssavings and loan associations, trust companies,associations,inducting but not limitedassociations, insuranceinsurance companies, pension funds, or businessbusiness trusts indudinglimited torealreal estateestate investmentinvestment trusts, any other lender regularly engaged in financing the purchase,construction, or improvement of realloans madeconstruction,real estate, or any assignee of loansmade by such a lender, orprivate or governmentalgovernmental institutionany privateinstitution which hashas insured,insured, or guaranteedguaranteed a loan of suchsuch a lender,lender,or a combinationcombination of any of thethe foregoingforegoing entities.entities.SectionplatSection 9. "Lot""LotWshallshown on a recorded subdivisionsubdivision pk ofofthemean any lot which is showntheProperties, (or any subsequently recordedsubdivision plat), and on which is constructed or isProperties,recorded subdivisionistoconstructed a singleto be construadsingle family,family, detached residence;residence; or if the samesame shallshall be subsequentlysubsequentlypermittedauthorities and constructed; anyfollowing: (i) apermitted by the proper municipalmunicipal authoritiesany of the following:townhouse;(ii) aa zerotownhouse; or (ii)zero lot linel i e residence or other type of duster house. The term "Lot""Lot" shallshallnot includeaccepted by a public authority.authority.include any portion of the PropertiesProperties dedicated to and acceptedSectionshallSection 10. "Members""Members" shall mean and refer to members of the AssociationAssociation which shallconsist of allall owners.Section 11.11. "Owner"Section"Owner" shallshall mean andand refer to the record holder of the fee simplesimple titletitle toany Lot, whether one (1)(1) or moremore persons or entities,entities, includingsellers, the term shallshallanyincluding contract sellers,excludeexclude those having suchsuch interestinterest merely as securitysecurity forfor the performance of anan obligation.obligation.Section 12. "Properties""Properties" shallshall mean and refer toto the realreal property setset forth in ExhibitSectionA to the Declaration, together with such other realreal property asas may from time to time beII thereof.annexed thereto under the provisions of Article I1annexedSection 13.13. "Supplementary Declaration" shallshall mean and refer to any Declaration ofCovenants, Conditionsbe recorded by Declarant,Declarant, which extendsextendsCovenants,Conditions and Restrictions which may bethe provisionsprovisions of thethe Declaration to any portionor ti on of the AdditionalAdditional land.BylawsBylaws of Lake PowellPowell ForestOwners' Association13,1998)Association (( NovemberNovember 13,199g)Page3Page 3

Sectionshall mean the zoning ordinanceSection 14.14. "Zoningof James CityCity"Zoning Ordinance"ordinance ofOrdinance" shallCounty,such shallshall be applicableCounty, Virginia,Virginia, as amended from time to timetime and asas suchapplicable to the Property.Property.IVARTICLE NARTICLEMEMBERSMEETING OF MEMBERSMEETINGSection 1.1. Annual Meeting. The first Annual MeetingMeeting of the MembersMembers shallSectionshall be heldwithin oneone (1) year fromfrom the datedate of incorporationincorporation of the Association, and eachsubsequenteach subsequentMeeting of the Membersshall be held onon aa date setset by the BoardBoard of Directors,regular Annual MeetingMembers shallDirectors,not more than fourteen (14) or lessless than ten (10)(10) months fromfrom the lastlast Annual Meeting,providedprovided that there shallshall be an Annual Meeting in each calendarcalendar year.Section 2. SpecialSpecial Meetings. SpecialSpecial MeetingsMeetings of thethe MembersMembers may be calledcalled at any timetimeby the President or by the Board of Directors,Directors, or upon written request of thethe owners who holdone -tenth (1/10)votes.one-tenth(1/10) of the outstandingoutstanding ClassClass A votes.Proxies. Each Member may vote in person or by proxy. All proxies shallshallSection 3. Proxies.Sectionwriting, signed by the Member and filed with the Secretary. No such proxy shallbe in writing,shall berevocable except by actualactual notice by the Member toto thethe person presidingpresiding over the MeetingMeeting andshall automaticallyone (1) year.year. Any proxy shallbe void if it isis not dated, if itshallshall beautomatically cease after onepurportssigned by the Member.purports to be revocablerevocable without notice or if not signedsubmitted to allSeetionEleaions or questionsquestions to be submittedall or anyany partSection 4. Method of Voting. Electionsof the membership maypoITing platesplabmay be decideddecided at a Meeting or by ballot vote, by mail or at pollingdesignateddesignated by the Board. The Board shallshall determinedetermine the method of voting by resolution andand givegivenoticenotice thereof asas provided herein.-Section 5. Quorum. A quorum atat anyany MeetingMeeting of the membership, regular or special,special,Sectionshall consist of twenty-five(25 %) of eachdass of membership. Once a quorum isshalltwenty-five percent (25%)each classestablishedestablished at anyany Meeting,Meeting, regular or special,special, the quorumquorum requirement shallshall be deemed to be metfo

ARTICLES OF INCORPORATION OF LAKE POWELL FOREST OWNERS' ASSOCIATION, INC. In compliance with the requirements of Chapter 10 of Tide 13.1 of the Code of Virginia, the undersigned, being the incorporator of this non -stock corporation, sets forth the following: ARTICLE I Section 1.1. The name of the corporation is Lake Powell Forest Owners' Association,