BYLAWS OF QUARTERPATH TRACE HOMEOWNERS ASSOCIATION, INC. (Revised November, 2008, Approved at the 2009 Annual Meeting, 11/15/2009) ARTICLE I NAME AND LOCATION The name of the corporation is Quarterpath Trace Homeowners Association, Inc., hereinafter referred to as the “Association.” The principal office of the corporation shall be located at the home of the current Board President, but meetings of members and directors may be held at such places within the State of North Carolina as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. “Association” shall mean and refer to Quarterpath Trace Homeowners Association, lnc., its successors and assigns. Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions of Quarterpath Trace and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners. Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area. Section 5. “Owner” shall mean and refer to tile record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. “Declarant” shall mean and refer to the Association’s Board of Directors, its successors and assigns. Section 7. “Declaration” shall mean and refer to tile Declaration of Covenants, Conditions and Restrictions of Quarterpath Trace applicable to the Properties recorded in the Office of the Register of Deeds of Orange County, North Carolina. Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration. ARTICLE III MEETING OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held during the first week of November thereafter, at the hour of 7:00 o'clock P.M. If the day for the annual meeting of the members is legal holiday, the meeting will be held at the same hour 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 entitled to vote one-fourth (1/4) of all of the votes of the Class A membership. Section 3. Notice of Meetings. Written or electronic 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 at least 30 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 case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) 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, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat 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. Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. Proxies shall be either electronic message from a valid Homeowner’s e-mail address or in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) directors, wwho are residents of the Quarterpath Trace Neighborhood. Section 2. Term of Office. Each director shall serve a term of three years. The nine directors are appointed to the Board in groups of three, as a cohort, each serving a three-year term, such that every year one cohort of directors completes its term and rotates off of the board. At each annual meeting the members shall elect three new directors to replace those completing their term. Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of members of the Association. In the event a death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board and shall serve for the unexpired three-year term of his or her predecessor. Section 4. Compensation. No director shall receive compensation for any service (s)he may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of duties. Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action conducted via an electronic meeting (e.g., teleconference, WebEx, e-mail, etc.) in the absence of a physical meeting. Any action so approved shall have the same effect as though taken at a physical meeting of the directors. ARTICLE V NOMINATION AND ELECTION Of DIRECTORS Section 1. Nomination. Nomination for election to the Board of Director: shall be made by any member of the community. Nominations may be made prior to the annual meeting, or from the floor at the annual meeting. In the event that three nominees are not identified at the annual meeting, within one week the Board must advertise the opening electronically on both the website and listserv message, and in written form to members in the community through a special newsletter. After a period of two weeks, if the position remains open, the Board may solicit nominees from community members, including those who have just completed a three-year term. Section 2. Election. Election to the Board of Directors shall be by either open ballot or 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 (1 per lot) 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 quarterly or as necessary without notice to the association, at such place and hour as may be fixed from time to time by resolution of the Board. 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 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. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: (a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; (b) suspend the voting rights 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 60 days for infraction of published rules and regulations; (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 Bylaws, 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 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 statement is requested in writing by one-fourth (1/4) of the 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; (c) as more fully provided in the Declaration, to: (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 electronic and/or written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; A second, written notice shall be sent ten (10) days in advance of each annual assessment, and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or bring an action at law against the owner personally obligated to pay the same. (d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board 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) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the Common Area to be maintained. ARTICLE VIII QFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association shall be a president, a vice-president, a secretary, and a treasurer who shall at all times be members of the Board of Directors, and such other officers as the Board 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 following each annual meeting of the members Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless (s)he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board 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. Any officer may resign at any time by giving written notice to the Board, 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 (s)he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. 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 co-sign 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 or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her 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 addresses, 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 directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause a bi-yearly audit of the Association books to be made by a public accountant; 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. ARTICLE IX COMMITIEES The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost. ARTICLE XI 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 property against which the assessment is made. Any assessments that are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 6 percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be, added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. Owners of rented lots shall shall be responsible for paying annual assessments and not the renters of the property. Non-resident owners of property must provide the Secretary with a current mailing address so that the appropriate notices of assessment may be sent. ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: Quarterpath Trace Homeowners Association, Inc. ARTICLE XIII AMENDMENTS Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control. ARTICLE XIV MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year. IN WITNESS WHEREOF, we, being all the initial directors of Quarterpath Trace Homeowner Association, Inc. have hereto set our hands this ___ day of _________, 20__. _______________________________ , President ______________[-s-]______________ Joanna Lauen, Vice President STATE OF NORTH CAROLINA COUNTY OF [Orange] I, _____________________, a Notary Public in and for said County and State, do hereby certify that _____________ personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and notarial seal, this the ____day of ______________, 20__ _________________________ Notary Public My commission expires: _____________________ [NOTARY SEAL] NORTH CAROLINA – ORANGE COUNTY The foregoing certificate(s) of ____________________, A notary Public of the designated Governmental units (are) certified to be correct. Filed for registration this ____ day of __________, 2008, at _____ o’clock, __M. in Record Book ____ Page ____ _____________________ Registrar of Deeds CERTIFICATION I, the undersigned, do hereby certify: That I am the duly elected and acting President of Quarterpath Trace Homeowners Association, Inc., a North Carolina nonprofit corporation, and, That the foregoing Bylaws constitute the most current revisions to the original Bylaws of said Association, as duly adopted at a meeting of the Board of' Directors thereof, held on the _____ Day of _________, 2008 ____________________________

BYLAWS OF

QUARTERPATH TRACE HOMEOWNERS ASSOCIATION, INC.

(Revised November, 2008,

Approved at the 2009 Annual Meeting, 11/15/2009)

ARTICLE I

NAME AND LOCATION

The name of the corporation is Quarterpath Trace Homeowners Association, Inc., hereinafter referred to as the “Association.” The principal office of the corporation shall be located at the home of the current Board President, but meetings of members and directors may be held at such places within the State of North Carolina as may be designated by the Board of Directors.

ARTICLE II

DEFINITIONS

Section 1. “Association” shall mean and refer to Quarterpath Trace Homeowners Association, lnc., its successors and assigns.

Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions of Quarterpath Trace and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owners.

Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 5. “Owner” shall mean and refer to tile record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. “Declarant” shall mean and refer to the Association’s Board of Directors, its successors and assigns.

Section 7. “Declaration” shall mean and refer to tile Declaration of Covenants, Conditions and Restrictions of Quarterpath Trace applicable to the Properties recorded in the Office of the Register of Deeds of Orange County, North Carolina.

Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held during the first week of November thereafter, at the hour of 7:00 o'clock P.M. If the day for the annual meeting of the members is legal holiday, the meeting will be held at the same hour 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 entitled to vote one-fourth (1/4) of all of the votes of the Class A membership.

Section 3. Notice of Meetings. Written or electronic 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 at least 30 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 case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) 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, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat 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.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. Proxies shall be either electronic message from a valid Homeowner’s e-mail address or in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) directors, wwho are residents of the Quarterpath Trace Neighborhood.

Section 2. Term of Office. Each director shall serve a term of three years. The nine directors are appointed to the Board in groups of three, as a cohort, each serving a three-year term, such that every year one cohort of directors completes its term and rotates off of the board. At each annual meeting the members shall elect three new directors to replace those completing their term.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of members of the Association. In the event a death, resignation or removal of a director, his or her successor shall be selected by the remaining members of the Board and shall serve for the unexpired three-year term of his or her predecessor.

Section 4. Compensation. No director shall receive compensation for any service (s)he may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of duties.

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action conducted via an electronic meeting (e.g., teleconference, WebEx, e-mail, etc.) in the absence of a physical meeting. Any action so approved shall have the same effect as though taken at a physical meeting of the directors.

ARTICLE V

NOMINATION AND ELECTION Of DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Director: shall be made by any member of the community. Nominations may be made prior to the annual meeting, or from the floor at the annual meeting. In the event that three nominees are not identified at the annual meeting, within one week the Board must advertise the opening electronically on both the website and listserv message, and in written form to members in the community through a special newsletter. After a period of two weeks, if the position remains open, the Board may solicit nominees from community members, including those who have just completed a three-year term.

Section 2. Election. Election to the Board of Directors shall be by either open ballot or 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 (1 per lot) 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 quarterly or as necessary without notice to the association, at such place and hour as may be fixed from time to time by resolution of the Board.

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 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.

ARTICLE VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

(b) suspend the voting rights 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 60 days for infraction of published rules and regulations;

(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 Bylaws, 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

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 statement is requested in writing by one-fourth (1/4) of the 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 electronic and/or written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; A second, written notice shall be sent ten (10) days in advance of each annual assessment, and

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

(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board 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) procure and maintain adequate liability and hazard insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

(g) cause the Common Area to be maintained.

ARTICLE VIII

QFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association shall be a president, a vice-president, a secretary, and a treasurer who shall at all times be members of the Board of Directors, and such other officers as the Board 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 following each annual meeting of the members

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless (s)he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board 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. Any officer may resign at any time by giving written notice to the Board, 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 (s)he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

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 co-sign 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 or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her 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 addresses, 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 directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause a bi-yearly audit of the Association books to be made by a public accountant; 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.

ARTICLE IX

COMMITIEES

The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE X

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XI

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 property against which the assessment is made. Any assessments that are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 6 percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be, added to the amount of such assessment. No Owner may waiver or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. Owners of rented lots shall shall be responsible for paying annual assessments and not the renters of the property. Non-resident owners of property must provide the Secretary with a current mailing address so that the appropriate notices of assessment may be sent.

ARTICLE XII

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: Quarterpath Trace Homeowners Association, Inc.

ARTICLE XIII

AMENDMENTS

Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE XIV

MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.

IN WITNESS WHEREOF, we, being all the initial directors of Quarterpath

Trace Homeowner Association, Inc. have hereto set our hands this ___ day of _________, 20__.

_______________________________

, President

______________[-s-]______________

Joanna Lauen, Vice President

STATE OF NORTH CAROLINA

COUNTY OF [Orange]

I, _____________________, a Notary Public in and for said County and State, do hereby certify that _____________ personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and notarial seal, this the ____day of ______________, 20__

_________________________

Notary Public

My commission expires: _____________________

[NOTARY SEAL]

NORTH CAROLINA – ORANGE COUNTY

The foregoing certificate(s) of ____________________, A notary Public of the designated Governmental units (are) certified to be correct. Filed for registration this ____ day of __________, 2008, at _____ o’clock, __M. in Record Book ____ Page ____

_____________________

Registrar of Deeds

CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected and acting President of Quarterpath Trace Homeowners Association, Inc., a North Carolina nonprofit corporation, and,

That the foregoing Bylaws constitute the most current revisions to the original Bylaws of said Association, as duly adopted at a meeting of the Board of' Directors thereof, held on the _____ Day of _________, 2008

_____________________________

Edward E. Gaunt