VILLAGE CONDOMINIUM ASSOCIATION AT BOLTON VALLEY, INC.

(F/K/A BOLTON VALLEY VILLAGE A AND B CONDOMINIUM ASSOCIATION)

REVISED BYLAWS

ARTICLE I

PLAN OF UNIT OWNERSHIP

Section 1.01 Applicability. These Bylaws provide for the governance of the condominium project generally known as the Village A and B Condominium Association, and now incorporated as the Village Condominium Association at Bolton Valley, Inc. (hereinafter the “Association”). These Bylaws together with the Declaration and any rules promulgated by the Executive Board govern the use and occupancy of all “Property”, as defined by Vermont Statutes Annotated, Title 27, §1302 (13), located on a parcel of land containing 1.3 acres, more or less, in Bolton, Vermont, more particularly described in the Declaration. For the purposes of these bylaws, the term “Unit” shall have the same meaning as the term “Apartment” defined by Vermont Statutes Annotated, Title 27, §1302 (1).

Pursuant to the Declaration, the Property has been submitted to the provisions of the Vermont Condominium Ownership Act, Vermont Statutes Annotated, Title 27, § 1301 et seq. (the "Act"). In addition, any matters not specifically addressed herein shall be subject first to the provisions of the Act, then to the other laws of the State of Vermont.

Section 1.02 Compliance. Every Unit Owner and all those entitled to occupy a Unit shall comply strictly with these Bylaws, any administrative rules adopted under them, as either may be lawfully amended from time to time, with all State and local permits and with all covenants, conditions and restrictions set forth in the Declaration, as amended, or in the deed to each Unit.

Section 1.03 Office. The offices of the Association, the Association, and the Executive Board shall be located at the Property, or at such other place as may be designated from time to time by the Executive Board. It shall be permissible for such offices to be located at the home office of the Manager or a member of the Executive Board. Meetings of the Executive Board may take place at a Board member’s unit or at any other location at the Bolton Valley Resort.

Section 1.04 Definitions. Each term used herein shall, unless the context otherwise requires and as delineated thereon, have the same meanings specified in the Act. Unless so specified, all terms herein shall have their common meanings as provided by a dictionary of the English language.

ARTICLE II

OPERATION OF THE ASSOCIATION

Section 2.01 Composition. Village A and Village B shall be part of the same association, the Bolton Valley Village A and B Condominium Association. Members shall have all of the same rights and responsibilities, regardless of whether or not they reside in Village A or in Village B. The Association shall consist of all of the Unit Owners acting collectively as a group. For all purposes, the Association shall act merely as an agent for the Unit Owners as a group. The Association shall have the responsibility of administering the Association subject to the provisions of the Act, establishing the means and methods of collecting assessments and charges, arranging for the management of the Condominium Association, and performing all other acts that may be required or permitted to be performed by the Act and the Declaration. Except as to those matters which the Act specifically requires to be performed by the vote of the Association, the foregoing responsibilities shall be performed by the Executive Board or its designee.

Section 2.02 Annual Meetings. The annual meeting of the Association shall be held on the last Saturday in June of each year, unless such date shall occur on a holiday, in which event the meeting shall be held on the succeeding day. At such meeting, the Executive Board shall be elected by ballot of the Unit Owners.

Section 2.03 Place of Meetings. Meetings of the Association shall be held at the principal office of the Association, or at such other suitable place convenient to the Unit Owners as may be designated by the Executive Board.

Section 2.04 Special Meetings. The President shall call a special meeting of the Association upon a petition signed and presented to the Secretary by the Unit Owners with not less than twenty-five percent (25%) of the aggregate votes in the Association, where each member of the Association has the same number of votes as their percentage of undivided interest defined in Section 2C of the Declaration.. The notice of any special meeting shall state the time, place and purpose therefor. No business shall be transacted at a special meeting except as stated in the notice.

Section 2.05 Notice of Meetings. The Secretary shall mail to each Unit Owner a notice of the place, date, hour and purpose or purposes of each annual or special meeting of the Unit Owners. The notice shall be mailed not less than seven (7) days, nor more than thirty (30) days, before the date of such meeting.

Section 2.06 Adjournment of Meetings. If at any meeting of the Association a quorum is not present, Unit Owners representing a majority of the votes who are present at such meeting, in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours after the time the original meeting was called.

Section 2.07 Voting. Each Unit Owner shall be entitled to one vote or as otherwise provided in the Declaration. Except where a greater number is required by the Act, the Unit Owners with more than fifty (50%) percent of the votes in the Association voting in person or proxy at one time at a duly convened meeting at which a quorum is present ("Majority of the Unit Owners") is required to adopt decisions at any meeting of the Association. Any specified percentage of the Unit Owners means the Unit Owners with such votes in the aggregate.

Section 2.08 Quorum. Except as otherwise provided in the Declaration, the presence in person or by proxy of Unit Owners representing twenty-five percent (25%) or more of the votes in the Association shall constitute a quorum at all meetings of the Association.

Section 2.09 Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting as well as a record of all business transacted at such meeting. Such minutes may be kept in an electronic format, provided that such records are made available to Unit owners. The records shall be deemed “available” to Unit owners pursuant to this paragraph if posted on the Association web site. The then current edition of Robert's Rules of Order shall govern the conduct of all meetings of the Association and the Executive Board when not in conflict with the Bylaws, the Declaration or the Act.

ARTICLE III

EXECUTIVE BOARD

Section 3.01 Number and Qualification. The affairs of the Association shall be governed by an Executive Board composed of at least three persons. All members of the Executive Board shall be Unit Owners.

Section 3.02 Powers and Duties. The Executive Board shall have all of the powers and duties necessary or advisable for the administration of the affairs of the Association and may perform all such acts and things as are not prohibited by the Act, including the following:

(a) Prepare an annual budget, in which there shall be established the assessments of each Unit Owner for the Common Expenses of the Condominium Association (the "Common Expenses").

(b) Make assessments against Unit Owners to defray the costs and expenses of the Association, establish the means and methods of collecting such assessments from the Unit Owners and establish the period of the installment payment of the annual assessment for Common Expenses. Unless otherwise determined by the Executive Board, as it may decide from time to time by rule or resolution for individuals or for all Unit owners, the annual assessment against each Unit Owner for his/her proportionate share of the Common Expenses shall be payable in equal monthly installments, or in equal quarterly installments, as agreed upon in writing between each Unit Owner and the Board of Directors, with each such installment to be due and payable in advance on the first day of each month the payment becomes due.

(d) Designate, hire, and dismiss any personnel necessary for the maintenance, operation, repair, and replacement of the Common Elements and provide services for the Property and, where appropriate, provide for the compensation of such personnel and for the acquisition of equipment, supplies, and materials to be used by such personnel in performance of their duties, which supplies and equipment shall be deemed part of the Property.

(e) Collect the assessments against the Unit Owners, deposit the proceeds thereof in bank depositories designated by the Executive Board, and use the proceeds to carry out the administration of the Association.

(f) Make and amend the Rules and Regulations, which shall be adopted pursuant to Section 3.11 hereof. The rules and regulations adopted by the Executive Board shall be promulgated for the purpose of furthering the provisions and intent of these Bylaws and the Declaration, and shall consist of at least a set of procedures, requirements and standards that must be followed by all Unit owners, the Board of Directors and the Association. Unless explicitly prohibited by statute or other rule of law of the State of Vermont, the Rules and Regulations promulgated pursuant to this paragraph shall be valid and enforceable against all Unit owners in the same manner as a provision of these Bylaws or the Declaration.

(g) Open bank accounts on behalf of the Association and designate the signatories thereon.

(h) Make, or contract for maintenance and for the making of, repairs, additions, and improvements to, or alterations of the Property and repairs to and restoration of the Property, in accordance with these Bylaws after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings.

(i) Enforce by legal means the provisions of the Declaration, these Bylaws, and the Rules and Regulations, and act on behalf of the Unit Owners with respect to all matters arising out of an eminent domain proceeding.

(j) Obtain and carry insurance against casualties and liabilities, as provided in these Bylaws, pay the premiums therefor and adjust and settle any claim thereunder. Although the Association shall pay for coverage and deductibles associated with claims made against the Association’s insurance policy(ies), any damage or destruction caused by the negligence, neglect, or other actions of a Unit owner, which conduct results in any insurance claim shall be covered by the Unit owner’s insurance policy or by the Unit owner and not by the Association or its insurance.

(k) Pay the cost of all authorized services rendered to the Association and not billed to Unit Owners of individual Units or as otherwise provided for in Article V of these Bylaws.

(1) Keep books with detailed accounts in chronological order of the receipts and expenditures affecting the Property and the administration of the Association, specifying the expense of maintenance and repair of the Common Elements and any other expenses incurred. Such books and vouchers accrediting the entries thereupon shall be available for examination by Unit Owners, their duly authorized agents or attorneys, during general business hours on working days at the times and in the manner set and announced by the Executive Board for the general knowledge of the Unit Owners. All books and records shall be kept in accordance with good accounting practices.

(m) Notify a mortgagee, only if requested by such mortgagee or by a Unit Owner, of any default hereunder by the Unit Owner of the Unit subject to such mortgage, in the event such default continues for a period exceeding sixty days. All Unit Owners, by acceptance of their deed to a Unit or by passage of these Revised Bylaws, waives any confidentiality or other privilege to which such information is subject, and agrees to indemnify the Association for any costs, damages, expenses, attorney’s fees or other legal detriment caused by the Association’s compliance with this paragraph.

(n) Borrow money on behalf of the Association when required in connection with any one instance relating to the operation, care, upkeep, and maintenance of the Common Elements, provided, however, that the consent of a majority of Unit Owners attending a meeting duly called and held for such purpose in accordance with the provisions of these Bylaws, shall be required to borrow any funds in excess of $2,500.00.

(o) Acquire, hold and dispose of Units and mortgage the same if such expenditures and hypothecations are included in the budget adopted by the Association.

(p) Apply for and maintain all permits necessary and applicable to the Association.

(q) Perform such other things and acts not inconsistent with the Act, the Declaration, as amended, or these Bylaws which the Executive Board may be authorized to do by a resolution of the Association.

Section 3.03 Managing Agent. The Executive Board may employ for the Association a "Managing Agent" at a compensation to be determined by the Executive Board.

Section 3.04 Election and Term of Office. At the first annual meeting of the Association after adoption of these Revised Bylaws, the existing Directors shall constitute the Executive Board, and the existing Directors shall continue as the Executive Board until their existing term expires. Upon expiration of the existing term of office of any Board member, replacement shall be governed by these Revised Bylaws. At the expiration of the term of office of each member of the Executive Board, a successor shall be elected to serve for a term of two years. The members of the Executive Board shall hold office until their respective successors shall have been elected by the Association.

Section 3.05 Removal or Resignation of Members of the Executive Board. At any regular or special meeting called, one or more of the members of the Executive Board may be removed, with or without cause, by a Majority of the Unit Owners and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Unit Owners shall be given at least seven days' notice of the time, place and purpose of the meeting and shall be given an opportunity to be heard at the meeting. A member of the Executive Board may resign at any time and shall be deemed to have resigned upon disposition of his or her Unit.

Section 3.06 Vacancies. Vacancies in the Executive Board, caused by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of a majority of the remaining Directors at a special meeting of the Executive Board held for such purpose promptly after the occurrence of any such vacancy, even though the Directors present at such meeting may constitute less than a quorum. Each person so elected shall be a member of the Executive Board for the remainder of the term of the member being replaced and until a successor shall be elected at the next annual meeting of the Association.

Section 3.07 Regular Meetings. 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 Directors, but such meeting shall be held at least once every year. Notice of regular meetings of the Executive Board shall be given to each Director, by mail, email or facsimile, at least ten business days prior to the day named for such meeting.

The board of directors may forego any regular meeting and instead transact association business pursuant to Section 3.13. The board shall post on the Association web site, and/or on the Association Bulletin Board to be located in the laundry room of the Village B Condominium, any resolutions or other actions taken at any regular meeting or pursuant to Section 3.13, and such posting shall constitute notice to the membership of any such action or resolution.

Section 3.08 Special Meetings. Special meetings of the Executive Board may be called by the President on three business days' notice to each Director, given by mail, email or facsimile, which notice shall state the time, place and purpose of the meeting. Special meetings of the Executive Board shall be called by the President or Secretary in like manner and on like notice on the written request of at least one Director.

Section 3.09 Waiver of Notice. Any Directors may at any time, in writing, waive notice of any meeting of the Executive Board, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Executive Board shall constitute a waiver of notice by him of the time, place and purpose of such meeting. If all Directors are present at any meeting of the Executive Board, no notice shall be required and any business may be transacted at such meeting.

Section 3.10 Quorum. At all meetings of the Executive Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at the meeting at which a quorum is present shall constitute the decision of the Executive Board.

Section 3.11 Compensation. No Director shall receive any compensation from the Association (or Condominium Association) for acting in their role as a Director.

Section 3.12 Action Without Meeting. Any action by the Executive Board required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Executive Board shall individually or collectively consent in writing to such action. An email, or approved minutes from a conference call, evidencing the approval of a majority of the Executive Board shall be sufficient to satisfy this section. Any such written consent shall be filed with the minutes of the proceedings of the Executive Board.

Any action by the Executive Board required or permitted to be taken at any meeting may be taken without a meeting if a majority of the members of the Executive Board shall individually or collectively consent in writing to such action.

Section 3.13 Liability of the Executive Board. Officers. Unit Owners and Association.

(a) The officers and members of the Executive Board shall not be liable to the Association for any mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith. The Association shall indemnify and hold harmless each of the officers and Directors from and against all contractual liability to others arising out of contracts made by the officers or the Executive Board on behalf of the Association, unless any such contract shall have been made in bad faith or contrary to the provisions of Vermont Law, the Declaration or these Bylaws. Officers and members of the Executive Board shall have no personal liability to any Unit Owner with respect to any contract made by them on behalf of the Association. Every agreement made by the officers, the Executive Board, or the Managing Agent on behalf of the Association shall, if obtainable, provide that the officers, the members of the Executive Board or the Managing Agent, as the case may be, are acting only as agents for the Association and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner's liability thereunder shall be limited to the total liability thereunder multiplied by his or her Unit’s share of common expenses.

(b) The Association shall not be liable for any failure of water supply or other services to be obtained by the Association or paid for as a Common Expense, or for injury or damage to person or property caused by the elements or by the Unit Owner of any Unit or any other person, or resulting from electricity, water, snow or ice which may leak or flow from any portion of the Common Elements or from any pipe, drain, conduit, appliance or equipment. The Association shall not be liable to any Unit Owner for loss or damage, by theft or otherwise, of articles which may be stored upon any of the Common Elements. No diminution or abatement of any assessments, as herein elsewhere provided, shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Common Elements or from any action taken by the Association to comply with any law, ordinance or with the order or directive of any municipal or other governmental authority.

ARTICLE IV

OFFICERS OF THE ASSOCIATION

Section 4.01 Designation. The principal officers of the Association shall be made up of the Executive Board discussed in the previous Article, the members of which shall hold the following offices: President, Secretary, and Treasurer. The Executive Board may appoint an assistant Secretary, assistant Treasurer, and such other officers as the Executive Board may determine in its judgment to be necessary. All other such officers must be Unit Owners.

Section 4.02 Titles. The titles held by the officers of the Executive Board shall be chosen by a majority vote of the Executive Board.

Section 4.03 Removal of Officers. Upon the affirmative vote of a majority of all members of the Executive Board, any officer may be removed, either with or without cause, and a successor may be elected at a meeting of the Executive Board as provided in the Previous Article.

Section 4.04 President. The President shall be the chief executive officer of the Association; preside at all meetings of the Association and of the Executive Board; and have all of the general powers and duties which are incident to the office of president generally, including without limitation, the power to appoint committees from among the Unit Owners from time to time as the President may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Association.

Section 4.05 Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Executive Board; have charge of such books and papers as the Executive Board may direct; maintain a register setting forth the place to which all notice of Unit Owners and others shall be delivered; and, in general, perform all the duties incident to the office of secretary.

Section 4.06 Treasurer. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data, and shall report annually to the Unit Owners; make disbursements on behalf of the Association upon consent of the Executive Board except as provided in Section 4.07; and be responsible for the deposit of monies and other valuable effects in the name of the Executive Board, the Association or the Managing Agent, in such depositories as may from time to time be designated by the Executive Board; and, in general, perform all the duties incident to the office of treasurer.

Section 4.07 Execution of Documents. All agreements, contracts, deeds, leases, checks and other instruments of the Association for expenditures or obligations in excess of One Thousand Dollars ($1,000.00), and all checks drawn upon reserve accounts, shall be executed by two persons designated by the Executive Board. All such instruments for expenditures or obligations of One Thousand Dollars ($1,000.00) or less, except from reserve accounts, may be executed by the Treasurer or anyone person designated by the Executive Board.

Section 4.08 Compensation of Officers. No officer who is also a Director shall receive any compensation from the Association for actions taken in their role as an officer.

ARTICLE V

OPERATION OF THE ASSOCIATION

Section 5.01 Determination of Common Expenses and Assessments Against Unit Owners.

(a) Fiscal year. The fiscal year of the Association shall be from July 1^st through June 30^th of each year, unless otherwise determined by the Executive Board.

(b) Preparation and Approval of Budget.

(i) On or before the first (1^st) day of July of each year, the Executive

Board shall adopt a budget for the Association containing an estimate of the total amount considered necessary to pay the cost of maintenance, management, operation, repair and replacement of the Property, Common Elements and those parts of the Units as to which it is the responsibility of the Executive Board to maintain, repair and replace, and the cost of wages, materials, insurance premiums, services, supplies and other expenses that may be declared to be Common Expenses by the Declaration, these Revised bylaws or a resolution of the Association and which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair of the Property and the rendering to the Unit Owners of all related services.

(ii) Such budget shall also include such reasonable amounts as the Executive Board

considers necessary to provide working capital, a general operating reserve and reserves for contingencies and replacements. Prior to each annual meeting the Executive Board shall send to each Unit Owner a copy of the budget in a reasonably itemized form which sets forth the amount of the Common Expenses and Limited Common Expenses and any special assessment payable by each Unit Owner. Such budget shall constitute the basis for determining each Unit Owner's assessment for the Common Expenses of the Association.

(c) Assessment and Payment of Common Expenses and Limited Common Expenses. The total amount of the estimated funds required from assessments for the operation of the Association set forth in the budget adopted by the Executive Board shall be assessed against each Unit Owner in proportion to his respective Unit ownership.

(d) Reserves. The Executive Board shall build up and maintain reasonable reserves for working capital, operations, contingencies and replacements.

(e) Effect of Failure to Prepare or Adopt Budget. The failure or delay of the Executive Board to prepare or adopt a budget for any fiscal year shall not constitute a waiver or release in any manner of a Unit Owner's obligation to pay his allocable share of the Common Expenses as herein provided whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Unit Owner shall continue to pay each monthly or quarterly installment, per each Unit Owner’s agreement with the Executive Board, at the monthly rate established for the previous fiscal year until notice of the monthly payment, which is due more than ten days after such new annual or adjusted budget, shall have been delivered.

Section 5.02 Payment of Common Expenses. Each Unit Owner shall pay the Common Expenses assessed by the Executive Board. No Unit Owner may exempt himself, herself or itself from liability for his, her or its contribution toward Common Expenses by waiver of the use or enjoyment of any of the Common Elements or by abandonment of his, her or its Unit. Prior to or at the time of any conveyance of a Unit by a Unit Owner, all liens, unpaid charges and assessments shall be paid in full and discharged. The purchaser of a Unit shall be jointly and severally liable with the selling Unit Owner for all unpaid assessments against the Unit for a proportionate share of the Common Expenses up to the time of recording of the conveyance, without prejudice to the purchaser's right to recover from the selling Unit Owner amounts paid by the purchaser therefor; provided, however, that any such purchaser shall be entitled to a statement setting forth the amount of the unpaid assessments against the selling Unit Owner within five days following a written request therefor to the Executive Board or Managing Agent, and such purchaser shall not be liable for, nor shall the Unit conveyed be subject to a lien for, any unpaid assessments, in excess of the amount therein set forth; and provided, further, that each mortgagee who comes into possession of a Unit by virtue of foreclosure (or by virtue of a deed or assignment in lieu of foreclosure) or any purchaser at a foreclosure sale, shall take the Unit free from any claims for unpaid assessments or charges against such Unit which become due or accrued prior to the acquisition of title to such Unit by the mortgagee.

Section 5.03 Collection of Assessments. The Executive Board, or the Managing Agent at the request of the Executive Board, shall take prompt action to collect any assessments for Common Expenses due from any Unit Owner which remain unpaid for more than thirty days from the due date for payment thereof. Any assessment, or installment thereof, not paid within five days after due shall accrue a late charge at the rate of 1.5% interest per month on the overdue assessment or installment. The Unit Owner shall also be liable for and pay to the Association all costs of collection, including but not limited to reasonable attorney's fees. Any failure of the Executive Board or Managing Agent to collect such interest or penalty from any Unit Owner shall not be deemed a waiver of the right to collect such interest or penalty from other Unit Owners. Thus, the Executive Board or Managing Agent may, in its, his or her sole discretion, waive collection of interest or penalties in instances where a Unit Owner is cooperative in making the overdue payment, and may, in its, his or their sole discretion choose not to waive such penalties or interest in other instances.

Section 5.04 Statement of Common Expenses. (a) The Executive Board shall promptly provide any Unit Owner, contract purchaser, or mortgagee so requesting the same in writing with a written statement of all unpaid assessments for Common Expenses due from such Unit Owner. The Executive Board may impose a reasonable charge for the preparation of such statement to cover the cost of preparation. (b) Statement of Default. The Executive Board shall promptly notify any mortgagee of any Unit, upon request, of any default in the performance of the Unit Owner of any obligation pursuant to the Declaration, these Revised Bylaws and the Rules and Regulations which is not cured within sixty days.

Section 5.05 Insurance. The Executive Board shall obtain and maintain comprehensive general liability and property damage insurance in such limits as the Executive Board may from time to time determine, in compliance with the minimum requirements of the Declaration. Premium payments for the insurance required by this section shall be added to the annual budget and shall be paid by the Unit Owners as an assessment separate from the annual Association Fee, such that the cost of which insurance is shared directly and proportionally by the Unit Owners. The insurance coverage obtained and maintained by the Association shall not cover damage to Unit elements or common elements caused by a Unit Owner’s neglect, negligence, gross negligence or failure to follow the requirements of these Amended Bylaws, the Declaration or Rules and Regulations promulgated by the Board of Directors or the Association.

Section 5.06 Lien for Assessments. The total annual assessment of each Unit Owner for Common Expenses, or any special assessment of any other sum duly levied and any late charges and costs of collection, made pursuant to the Declaration is hereby declared to be a lien levied against the Unit of such Unit Owner.

Section 5.07 Maintenance. Repair. Replacement and other Common Expenses.

(a) By the Executive Board. The Executive Board shall be responsible for the maintenance, repair and replacement of common elements, unless, in the opinion of a majority of the Executive Board, such expense was necessitated by the negligence, misuse or neglect of a Unit Owner, or failure of a Unit Owner to abide by the provisions of these Amended Bylaws, the Declaration as amended, or Rules and Regulations of the Association.

(b) By the Unit Owner. Each Unit Owner shall keep in good order, condition and repair and in a clean and sanitary condition, and shall do all redecorating, painting and varnishing which may at any time be necessary to maintain the good appearance and condition of his, her or its Unit. In

addition, each Unit Owner shall be responsible for all damage to any other Units, or to the Common Elements resulting from his, her or its failure to make any of the repairs required by this Section. The Unit Owners’ responsibilities are more fully set forth in the October, 2004 Amended Declaration.

(c) Manner of Repair and Replacement. All repairs and replacements shall be substantially similar to the original construction and installation and shall be of first class quality. The method of approving payment vouchers for all repairs and replacements shall be determined by the Executive Board.

(d) Maintenance of Stormwater System. All catch basins, settling ponds, recharge basins or other treatment devices or facilities shall be maintained by the Association in good operating order at all times and shall be cleaned at such times as is necessary to maintain design treatment levels.

(e) Landscaping. The Executive Board shall be responsible for all landscaping and maintenance thereof, and shall replace any trees or shrubs damaged or destroyed through neglect or vandalism or an act of God, all for the purpose of compliance with State and local permits, but only as applicable.

Section 5.08 Restrictions on Use of Units: Rules and Regulations.

(a) Each Unit and the Common Elements shall be occupied and used as follows:

(1) No Unit shall be used for other than housing and the related common purposes for

which the Property was designed. Nothing in these Bylaws shall be construed to prohibit the Association from using any Unit owned by the Association for promotional, marketing or display purposes or from using any appropriate portion of the Common Elements for settlement of sales or leases of Units.

(2) Nothing shall be done or kept in any Unit or in the Common Elements which will increase the rate of insurance for the Association or any part thereof applicable for residential use without the prior written consent of the Executive Board. No Unit Owner shall permit anything to be done or kept in his Unit or in the Common Elements which will result in the cancellation of insurance on the Association (or Condominium Association) or any part thereof, or which would be in violation of any law, regulation or administrative ruling. No waste shall be committed in the Common Elements.

(3) No immoral, improper, offensive or unlawful use shall be made of the Association (or Condominium Association) property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereover shall be observed. All laws, orders, rules, regulations, permits or requirements of any governmental agency having jurisdiction thereover relating to any portion of the Association (or Condominium Association) property or activities shall be complied with by and at the sole expense of the Unit Owner or the Executive Board, whichever shall have the obligation to maintain or repair such portion of the Association (or Condominium Association), and, if the latter, then the cost of such compliance shall be a Common Expense.

(4) No Unit Owner shall obstruct any of the Common Elements, nor shall any Unit Owner store anything upon any of the Common Elements (except in those areas designated for such storage by the Executive Board) without the approval of the Executive Board. Nothing shall be altered or constructed in, or removed from, the Common Elements except upon the prior written consent of the Executive Board.

(5) The Common Elements shall be used only for the furnishing of the services and facilities for which the same are reasonably suited and which are incident to the use and occupancy of the Units.

(6) No portion of any Unit (other than the entire Unit) shall be leased for any period. No Unit Owner shall lease a Unit other than on a written form of lease requiring the lessee to comply with the Declaration, the Bylaws and the Association's Regulations, and providing that failure to comply constitutes a default under the lease.

(7) Trailers, campers, recreational vehicles or boats may be parked on the Association (or Condominium Association) property only in parking areas designated exclusively for such purposes by the Executive Board. No junk or derelict vehicle, or other vehicle on which current registration plates are not displayed, shall be kept upon any of the Common Elements or Association property.

(8) Unit Owners shall have priority regarding use of parking spaces, and the executive board shall promulgate such rules or regulations relating to parking as to further the purposes of this section.

(9) Unit Owners shall be required to provide a key to their Unit to the Executive Board for the purpose of reasonably entering the Unit to make repairs or inspect the Unit to ensure compliance with these Amended Bylaws, the Declaration, as amended, or Rules and Regulations.

(10) The maintenance, keeping, boarding and/or raising of animals, livestock, poultry or reptiles of any kind, regardless of number, shall be and is prohibited within any Unit or upon the Common Elements, except that the keeping of domestic pets shall be permitted as more fully provided by the Rules and Regulations adopted by the Executive Board; provided, however, that such pets are not kept or maintained for commercial purposes or for breeding, and provided, further, that any such pet causing or creating a nuisance or unreasonable disturbance or noise shall be permanently removed from the Property upon ten days' written notice from the Executive Board. Such pets shall not be permitted upon the Common Elements unless accompanied by an adult and unless carried or leashed. Any Unit Owner who keeps or maintains any pet upon any portion of the Property shall be deemed to have indemnified and agreed to hold the Association and each Unit Owner free and harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Association. All pets shall be registered and inoculated as required by law.

(11) Except for such signs as may be posted by the Executive Board for promotional or marketing purposes, no signs of any character shall be erected, posted or displayed upon, in, from or about any Unit or Common Elements without the prior written approval of the Executive Board.

(12) Open burning on any portion of the Property is prohibited. This paragraph shall not prohibit grills or other devices used to cook food.

(b) Each Unit and the Common Elements shall be occupied and used in compliance with the Rules and Regulations which may be promulgated and amended by the Executive Board including regulations as to noise. Copies of the Rules and Regulations shall be furnished by the Executive Board to each Unit Owner. Amendments to the Rules and Regulations shall be conspicuously posted prior to the time when the same shall become effective and copies thereof shall be furnished to each Unit Owner upon request.

(c) Water conservation will be obtained by use of low-flush toilets, aerator or flow restricted faucets, and low-flow showerheads on any such items in need of replacement, and replacement of any such damaged or malfunctioning device shall be of a water conserving model.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Amendment. These Bylaws may be amended by vote of Unit Owners of Units constituting at least fifty one percent (51%) of all of the votes in the Association. Notwithstanding the foregoing, no amendment to Sections 5.07(d), 5.07(e),and 5.08(c) shall become effective if such amendment violates local, state or federal law unless and until approved by the appropriate municipal, state or federal agency.

Section 6.02 Notices. All notices, demands, bills, statements or other communications shall be in writing and shall be deemed to have been duly given if delivered personally or if sent postage prepaid (i) if to a Unit Owner, at the mailing or email address which the Unit Owner shall designate in writing and filed with the Secretary, or if no such address is designated, at the address of the Unit of such Unit Owner, or (ii) if to the Association or the Executive Board at the principal office of the Association or at such other address as shall be designated in writing to the Unit Owners pursuant to this Section.

Section 6.03 Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these Bylaws or the intent of any provision hereof.

Section 6.04 Gender. Wherever it may appear, the use of the masculine gender in these Bylaws shall be deemed to include the feminine and neuter genders and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so requires.

IN WITNESS WHEREOF, the Association has caused these Revised Bylaws to be adopted on the _____________ day of _____________, 2004, by an affirmative vote of sixty six and six tenths percent (66.6%),of the total value of all units and pursuant to the original Bylaws as evidenced by the attached Exhibit A.

By: ________________________________

Secretary of the Association

DECLARATION

WHEREAS, BOLTON VALLEY CORPORATION (hereinafter referred to

as "Grantor"), owns certain property herein described; and

WHEREAS, said Grantor has improved said property by con-

structing thereon a multi-unit structure known as the Vill1age

A and B Condominium Association, said structure having been

constructed in accordance with plans and specifications prepared

by Peter Morris, architect of Vergennes, Vermont and

WHEREAS, said Grantor hereby establishes by this declaration

a plan for the individual ownership of the real property estates

consisting of the area or space contained in each of the apartment

units in said multi-family structure and the co-ownership by the

individual and separate owners thereof, as tenants in common, of

all of the remaining real property which is hereinafter defined

and referred to herein as the "common areas and facilities"

NOW THEREFORE, said Grantor, the fee owner of the following described real

Property to, wit:

Being a vacant parcel of land containing 1.3 acres, more or less. Is depicted on a plat showing a portion of land of Bolton Valley Corporation as drawn by Fitzpatrick and Liewelyn dated November 1981, and of record in the Land Records of the Town of Bolton at Volume ____, Page____, said parcel being more particularly described thereon as follows:

Commencing at a point at the northerly sideline of Bolton Valley Access Road, said point standing south 61 degrees 30’ west, 275’is distant of a spike driven into the southeasterly corner of a concrete headwall, which is the northeasterly corner of Wentworth. A, so called, as surveyed by Warren A. P?binstien dated September 1972, THENCE deflecting to the ridge and running northerly 230’ +/- to the center of a sanitary manhole, THENCE deflection to the left and proceeding 167.5’ to a point, THENCE deflecting to the left and proceeding 72.7’ to the center of a second sanitary manhole, THENCE deflecting to the left and proceeding 221.2’ to a point, said line passing 30’ southeasterly of a third sanitary manhole, THENCE deflection to the let and proceeding 110’ +/- to a point in the northerly sideline of Bolton Valley Access Road, THENCE deflecting to the left and proceeding 110’ to a point in the northerly sideline of Bolton Valley Access Road, THENCE deflecting to the left and proceeding 175’ +/- in and along the northerly sideline of Bolton Valley Access Road to the point of beginning.

Being a portion of the lands and premises conveyed to the said Bolton Valley Corporation by Warranty Deed of Roland J DesLauriers and Evangeline S. DesLauriers dated September 7, 19??, and recorded in Volume 22, page 18 and Volume 22, Pages 141-144 of the land Records of the Town of Bolton.

the buildings are finished with shiplap pine siding and stucco.

The interiors of the buildings are sheet rock, with wall to wall

carpeting and vinyl tile on the floors. The roof of the building is

[brown asphalt shingles] white cedar shingles.

Page 2, Paragraph 5

The building is built in accordance with plans and specifications prepared by Peter Morris, Architect of [Waitsfield] Vergennes, Vermont and filed in the Bolton Town Clerk's Office, [at book____, Page ____ of the Bolton Town Land Records on July 6, 1981.]

Page 4, D. (3)

Any provisions herein, notwithstanding, Bolton Valley

Corporation specifically reserves the right to enter into long

term vacation plans or leases or to sell interval ownership of

any condominiums, at its sole discretion. This right is

reserved exclusively to Bolton Valley Corporation. Bolton Valley

Corporation further, specifically reserves the right of first

refusal to repurchase these condominium units.

In Witness Whereof, I hereunto set my hand and seal this

24th day of November A.D. 1981.

Witness: Bolton Valley Corporation

_________________ By: ________________________

_________________ Ralph R. DesLauriers, Pres.

STATE OF VERMONT

CHITTENDEN COUNTY, SS. At Bolton, Vermont, in said County

this 24th day of November, 1981 Bolton Valley Corporation by

its duly authorized Agent, Ralph R. DesLauriers President of

Bolton Valley Corporation, personally appeared and he

acknowledged this instrument by him sealed and subscribed to be his

free act and deed and the free act and deed of the said Bolton

Valley Corporation.

Before me, ________________

Notary Public

OCTOBER, 2004 AMENDMENTS TO THE DECLARATION OF THE

VILLAGE CONDOMINIUM ASSOCIATION AT BOLTON VALLEY, INC.,

F/K/A BOLTON VALLEY VILLAGE A AND B CONDOMINIUM ASSOCIATION

NOW COMES the Village Condominium Association at Bolton Valley, Inc. (formerly know as the Bolton Valley Village A and B Condominium Association), by and through at least Eighty Percent (80%) of its members, and pursuant to Section E (8) of the Declaration, hereby amend and partially revoke, certain provisions of the Declaration only as specifically provided herein:

1. The name of the Association has been changed to Village Condominium Association at Bolton Valley, Inc., which name is hereby ratified and approved. In addition, the Articles of Incorporation filed with the Vermont Secretary of State are hereby ratified and approved.

2. Each individual Unit Owner shall be responsible for maintaining in good repair, and primarily liable for damage to, all water pipes, septic pipes, lights, wires, conduits, other public utility lines, electrical fixtures, gas, power, telephone fixtures, air conditioners, sanitary installations, doors, windows, lamps and all other improvements, fixtures, elements or other accessories beginning at the point where any such improvement, fixture, element or other accessory passes through the plane of the unfinished surface of the perimeter walls, floors and ceilings surrounding his/her respective “apartment space.” In order to adequately maintain a Unit in good repair under this paragraph, each Unit Owner must maintain their unit at a temperature of at least fifty (50) degrees Fahrenheit.

3. For the purpose of clarity in regards to insurance claims, and notwithstanding the provisions of the Declaration, Bylaws and Amended Bylaws regarding ownership of common elements, and further in consideration of the fact that the so-called common elements are owned in fee simple by the Unit Owners in proportional shares, any damage to any common element, specifically including the freezing and/or bursting of any pipe, caused by the negligence, neglect or failure of a Unit Owner to comply with the requirements of the Declaration, Bylaws, Amended Bylaws or Rules and Regulations, shall be the primary responsibility of the Unit Owner, and should be covered by said Unit Owner’s insurance to the fullest extent allowed by law.

4. The Association shall be required to sign as a Lessor on any lease of a Unit given by any Unit Owner. Any such lease shall contain the following language: “The Village Condominium Association at Bolton Valley, Inc. (the “Association”) joins in this Lease as a Lessor for the sole purpose of enforcing the Association’s Declaration, Bylaws, Rules and Regulations. Lessee hereby agrees to abide by the terms of the Declaration, Bylaws, Rules and Regulations of the Association, and that violation of same shall be deemed a breach of this Lease, subjecting Lessee to termination of the Lease pursuant to the laws of the state of Vermont. The Association shall have the authority to terminate any such Lease for breach under this paragraph by giving legal notice to Lessee and taking any other such actions a Lessor may take under the laws of the state of Vermont to regain possession of the premises.”

5. To the fullest extent allowed by law, all rights of the Bolton Valley Corporation, predecessor to the Association and the Unit Owners, contained in the Declaration are hereby revoked.

IN WITNESS WHEREOF, the Association has caused these Revised Bylaws to be adopted on the ______ day of _____________, 2004, by an affirmative vote of at least Eighty Percent (80%) of the all of the owners and mortgagees pursuant to the original Declaration as evidenced by the attached Exhibit A.

By: _____________________________

Secretary of the Association

JUNE, 2008 AMENDMENTS TO THE DECLARATION OF THE

VILLAGE CONDOMINIUM ASSOCIATION AT BOLTON VALLEY, INC.,

F/K/A BOLTON VALLEY VILLAGE A AND B CONDOMINIUM ASSOCIATION

NOW COMES the Village Condominium Association at Bolton Valley, Inc. (formerly know as the Bolton Valley Village A and B Condominium Association), by and through at least Eighty Percent (80%) of its members, and pursuant to Section E (8) of the Declaration, hereby amend the Declaration, as previously amended in October, 2004, as follows:

INTENT

It is the intent of these Amendments to supplement the governing documents of the Association and protect the Association’s members from the consequences of violations of the Declaration, Bylaws, Rules and Regulations. The Association and the Units are governed by complex legal and regulatory regimes, in addition to the Declaration, Bylaws, Rules and Regulations. Enforcement ultimately requires Court intervention, which is extremely time-consuming, costly and represents an inequitable financial risk to innocent and complying Unit Owners. The following amendments shall be construed liberally to accomplish their purpose.

AMENDMENTS

1. The Association’s Bylaws, Rules and Regulations, as amended, are hereby incorporated by reference into the Declaration, and given the full force and effect of the Declaration.

2. Unit Owners are at all times responsible for pro-actively complying with the Declaration, Bylaws, Rules and Regulations, and for requesting any required approvals or authorizations.

3. Unit Owners must ensure that anyone for whom they are reasonably responsible complies with the Declaration, Bylaws, Rules and Regulations. Unit owners are responsible for any of their visitors, including but not limited to any pet, guest, invitee, agent, parent, child, other relative or ward.

4. If a Unit Owner in any manner violates any provision of the Declaration, Bylaws, Rules or Regulations, or if one for whom a Unit Owner is reasonably responsible (see paragraph 3 infra.), in any manner violates any such provision, the responsible Unit Owner, or combination thereof (all as determined by the Board after notice and hearing), shall be responsible for any and all sanctions, fines, fees, penalties, damages, costs, indemnification, restitution, contractor expense, sub-contractor expense, or other cost, allocation of costs, expenditure, budget item, payment or detriment assessed by the Board in its sole discretion.

5. If, at any time, the Board consults legal counsel in response to any complaint, dispute, fight, conduct, or action of a Unit Owner or one for whom a Unit Owner is responsible, and after notice and a hearing the Board determines in its sole discretion that a Unit Owner’s failure to comply with any provision of the Declaration, Bylaws, Rules or Regulations caused the Association to incur legal fees or costs, the responsible Unit Owner(s) shall be specially assessed such legal fees and costs.

6. If, at any time, the Association’s property manager, or members of the Association’s Board of Directors, respond to any complaint, dispute, fight, conduct, or action of a Unit Owner or one for whom a Unit Owner is responsible, and after notice and a hearing the Board determines in its sole discretion that a Unit Owner’s failure to comply with any provision of the Declaration, Bylaws, Rules or Regulations caused the Association to incur any fee, cost or time, the responsible Unit Owner(s) shall be specially assessed any associated fees and costs incurred by the Association.

7. If the Board finds, after notice and hearing, that a Unit Owner’s bad-faith, intentional violation of the Declaration, Bylaws, Rules and Regulations, or malicious conduct has caused the Board or any member to expend time responding, or the Association to incur any consequential expense, the Board is authorized to assess against the responsible Unit Owner(s) additional financial penalties the Board deems just and reasonable.

8. All Unit Owners shall refrain from violent, threatening or offensive conduct that causes harm, risk of harm, emotional distress, significant annoyance or inconvenience, or other harm to another. All Unit Owners must conduct themselves in a reasonable manner, and not create a nuisance, undue disturbance, harass other unit owners, or otherwise be unreasonably disruptive or offensive, or have an unreasonable, negative impact on other Unit Owners, common elements or limited common elements or the operation or use thereof. All Unit Owners must at all times cooperate with members of the Board of Directors, or the Association’s property agent, while such agents of the Association are engaging in lawful conduct on behalf of the Association.

9. All provisions of the Declaration, as amended in October, 2004, not specifically amended herein, shall remain in full force and effect.

IN WITNESS WHEREOF, the Association has caused these Revised Bylaws to be adopted as of the ______day of __________________, 200__, by an affirmative vote of at least Eighty Percent (80%) of the all of the owners and mortgagees, as evidenced by the attached Exhibit A.

By: _____________________________

Secretary of the Association

DECLARATION

Building B continued

Building A Value

Notary Public