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The following “Amended By-Laws of Lubberland Creek at Moody Point Homeowner’s Association, Inc.” are intended to completely replace the original By-Laws of Lubberland at Moody Point Homeowner’s Association, Inc. dated July 28, 1994 and recorded in the Rockingham County Registry of Deeds at Book 3064 Page 0138. Upon recording of the within Amended By-Laws of Lubberland Creek at Moody Point Homeowner’s Association, the aforementioned By-Laws of Lubberland at Moody Point Homeowner’s Association, Inc. are hereby repealed and shall no longer have any force or effect.

AMENDED BY-LAWS OF

LUBBERLAND CREEK AT MOODY POINT HOMEOWNER’S ASSOCIATION, INC.

ARTICLE I - Articles of Agreement

The name of the corporation, the objects for which it is established, and the nature of the business to be transacted by it, and the location of its principal place and other places of business shall be as set forth in the Articles of Agreement, as from time to time amended. The powers of the corporation and its directors and members, and all matters concerning the conduct the regulation of the business of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in such Articles of Agreement; and such Articles of Agreement are hereby made a part of these By-Laws.

ARTICLE II - Membership

Section 1. By-Laws Applicability:

Each and every owner of the following single family house lots shall be members of the Association and subject to these by-laws:

The eleven (11) single family lot owners of the lots as shown on a plan entitled “Lubberland Creek at Moody Point, Lot Line Revision Lots 6-1 through 6-11 (Being a revision of Revised Final Site Plan, dated August 4, 1992, recorded as Plan #D-21973 at the Rockingham County Registry of Deeds), Cushing Road, Newmarket, NH, dated December 12, 1994, recorded as Plan #D-23691 at the Rockingham County Registry of Deeds, as the same shall be reconfigured in accordance with the provisions set forth or to be set forth in the initial deeds to each of said lots.

Membership in said association shall begin immediately upon the acceptance of said deed, which shall immediately entitle the owner to all of the privileges (including voting rights) and responsibility of membership.

Section 2. Personal Applicability:

The acceptance of a deed or contract for any such lot will signify that these By-Laws are accepted, ratified, and that there will be compliance with their terms and conditions.

Section 3. Membership Rights:

All members shall have the same rights and privileges with respect to the use and enjoyment of any property owned, operated, over which it has or may be granted easements, or otherwise controlled by the Association and said right shall extend to and be enjoyed by any lawful occupant.

ARTICLE III - Association of Owners

Section 1. Association Responsibilities:

A. The owners of the house lots will constitute the members of the Association, which will have the responsibility of administering, managing and maintaining the property and the improvements located thereon which it own, over which it has been or may bee granted easements, or which it otherwise controls. Such administration and management shall include the following:

1. All common open space which has been or will be conveyed to it.

2. The Homeowner shall maintain all landscaping upon the lot as finally configured and within that area over which the lot owner has an exclusive easement, however, should the homeowner not maintain the landscaping and exterior of his home in the manner set forth in the design guide, it may be necessary from time to time for the Association to maintain the landscaping and exterior of buildings on all house lots for which it has been or will be from time to time granted easements therefor. Landscape maintenance shall include mowing, planting, general maintenance, landscaping, and all other activities associated with the maintenance and upkeep of the lot and easement area.

3. The use and maintenance of the environmentally sensitive areas to insure at all times that the property and improvements are always used and maintained in accordance with the provisions and restrictions set forth in deeds to the Lubberland Creek at Moody Point Homeowner’s Association, Inc.

B. The members of said Association shall also have the responsibility of approving the annual budget, establishing and collecting the annual assessments and rents, and any other functions which may be required of it. Except as otherwise provided, decisions and resolutions of the Association will require approval by a majority of owners.

Section 2. Annual Meetings:

The annual meetings of the members shall be held at the office of the corporation, or at such place convenient to the owners as may be designated by the Board of Directors of the Association, during the month of October each year and on such day as the Board of Directors shall determine. The first annual meeting shall be held in October of the first year house lots are sold.

Section 3. Special Meetings:

Special meetings or a special meeting in lieu of an annual meeting of the owners may be called by the President or Secretary of the Association or by the Board of Directors of the Association or upon a petition signed by a majority of the house lot owners.

Section 4. Notice:

Notice of all members meetings stating the time and place and the object for which the meeting is called shall be given by the President or Vice President or Secretary unless waived in writing. Such notice shall be in writing to each member at his address as it appears on the books of the Association and should be mailed not less than 10 days or more than 60 days prior to the date of the meeting. Proof of such mailings shall be given by the affidavit of the person giving the notice. Notice of meeting may be waived before or after meetings.

Section 5. Voting:

Each member shall be entitled to one vote for each house lot owned by said member as of the date of such meeting. If lots are in multiple ownership, the owners shall designate one of their number as the voting member.

Section 6. Quorum:

Except as otherwise provided in these By-Laws, the presence in person or by proxy of 50% of the members shall constitute a quorum.

Section 7. Proxies:

Votes may be cast in person or by proxy. Proxy may be made by any person entitled to vote. They shall be valid only for the particular meeting designated and must be filed with the Secretary before the appointed time of the meeting.

Section 8. Duties:

At the annual meetings, the owners will elect the Board of Directors, and at both the annual meeting and special meetings, the owners may transact such other business of the Association as may properly come before them.

ARTICLE IV - Corporate Seal

The seal of the corporation, subject to alteration thereof by the Board of Directors, shall consist of a flat-faced circular die with the words and figures "Lubberland Creek at Moody Point Homeowner’s Association, Inc. - 1995 - New Hampshire" cut or engraved thereon.

ARTICLE V - Board of Directors

Section 1. Management:

The affairs and the property of the Association shall be managed by the Board of Directors. The directors shall act only as a board and individual directors shall have no power as such.

Section 2. Number of Directors:

The initial directors shall be the incorporators and shall be the directors of the Association until the first annual meeting of the members, or until their earlier death, resignation or removal in accordance with these By-Laws. Beginning with the first annual meeting of the members, the Board shall consist of five (5) directors, all of whom shall be members of the Association.

Provided, however, that until 75% of the total house lots within the present project have been sold, or the expiration of seven (7) years from the date hereof, whichever shall first occur, the rights, duties and functions of the Board of Directors shall, at the option of Jay Howland Enterprises, Ltd., or its duly authorized agent, or its successors or assigns, be exercised by said Jay Howland Enterprises, Ltd., or its duly authorized agent, or its successors or assigns. The said Jay Howland Enterprises, Ltd., or its duly authorized agent, or its successors or assigns shall have the option at any time prior to the sale of said 75% of lots, to turn over to the Association the responsibility of electing all of the members of the Board of Directors.

Section 3. Power and Authority of Board of Directors:

In addition to duties imposed by these By-Laws or by resolutions of the Association, the Board of Directors shall be responsible for the following:

A. Care, maintenance and surveillance of the property and facilities that it owns, has easements over or otherwise controls.

B. Collection of annual assessments from the owners.

C. Adoption of an annual budget for each fiscal year which shall include the estimated funds necessary to maintain and repair all property and facilities which the Association either owns or is otherwise responsible for, the amount of taxes and other assessments the Association is required to pay, and all other necessary or required expenses of the Association.

D. A policy or policies insuring the Board of Directors and the members against any liability to the public or to the owners (and their invitees or tenants) incident to the ownership and/or use of the property, and including the personal liability exposure of the owners, incident to the ownership and/or use of the property. Limits of liability under such insurance shall not be less than Three Hundred Thousand ($300,000) Dollars for any one (1) person injured for any one (1) accident, and shall not be less than One Hundred Thousand ($100,000) Dollars for property damage each occurrence (such limits and coverage to be reviewed at least annually by the Board of Directors and increased in its discretion). Said policy or policies shall be issued on a comprehensive liability basis, and shall provide cross liability endorsement wherein the rights of named insured under the policy or policies shall not be prejudiced as respects his, her or their action against another named insured.

E. Workman's compensation insurance, to the extent necessary to comply with any applicable laws.

F. Legal and accounting services necessary or proper in the operation of the association or of the enforcement or defense of the provisions of these by-laws.

G. Intervention maintenance, repair and all landscaping of the homeowner's exclusive use easement property, and such furnishings and equipment for the property as the Board of Directors shall determine are necessary and proper, and the Board of Directors shall have the exclusive right and duty to acquire the same for the property. It is noted that the single family homeowners have an easement to construct (space permitting) swimming pools, decks, porches, or other improvements on the exclusive use easement area (subject to Association approval) any of same so constructed shall be maintained at the expense of the homeowner.

H. Any other materials, supplies, labor, services, maintenance, repairs, structural alterations, insurance, taxes, or assessments which the Board of Directors is required to secure or pay for pursuant to the terms of these By-Laws or which, in its opinion, shall be necessary or proper for the operation of the property or for the enforcement of the By-Laws.

I. The Board of Directors shall have the exclusive right to contract for all goods, services, and insurance, payment for which is to be made from the common expense fund.

J. To assist the Board in the orderly conduct of the Association's business and proper enforcement of its By-Laws, the Board shall appoint the following committees:

1. Architectural Review Committee: This committee shall consist of five (5) members, all of which shall be members of the Association. All members shall be appointed by the Board of Directors. The committee shall be responsible for the following:

a. The enforcement of all provisions, restrictions, covenants, and requirements set forth in all deeds and the within by-laws.

b. To assist and advise the Board of Directors in formulating rules, regulations, restrictions and requirements relative to the use of all Association property.

c. To review and approve or disapprove all proposals from homeowners of the construction of additions, pools, decks and patios and air conditioner placements, to make certain that same are compatible with the landscaping and structures, and that same, or the use of same, will not adversely affect the neighboring lots or constitute a nuisance to other lot owners.

d. To make recommendations to the Board of Directors relative to prohibiting or terminating the use of said Association lands by anyone who violates any of said restrictions as established by The Moody’s Point Company or the Board of Directors, and to make recommendations to said Board as to making penalty assessments for such violations.

e. The Committee shall be responsible for the enforcement of all rules, regulations, restrictions and requirements placed upon the Association land by The Moody’s Point Company, or as established by the Association or its Directors.

2. Budget Committee: This committee shall consist of three (3) members appointed by the Board of Directors, and shall be responsible for drafting the proposed annual budget for the Association, reviewing all proposed expenses, and making recommendations to the Board of Directors with respect to fixing the assessments and the method of collecting same so that the Association can best operate in an efficient and orderly manner. It shall be the responsibility of the Budget Committee, or the Board of Directors, should there be no committee appointed, to provide for an adequate reserve fund in the initial and any future budgets. Said assessments should be set to include an amount for said reserve fund.

Section 4. Election and Term of Office:

A. The Directors shall be elected at the annual meeting of members, as hereinabove set forth. The terms of each initial director's service shall be as follows:

Two (2) directors shall serve for a term of 1 year.

Two (2) directors shall serve for a term of 2 years.

One (1) director shall serve for a term of 3 years.

B. Thereafter, each director shall be elected to serve for a term of three (3) years.

Section 5. Vacancies:

Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by a vote of the remaining directors elected to serve from Lubberland Creek at Moody Point Homeowner’s Association. The director so appointed shall serve until a successor is elected at the next annual meeting of the Association.

Section 6. Removal of Directors:

At any regular or special meeting duly called, any one or more of the directors may be removed with or without cause by a majority of the members and a successor may then and there be elected in accordance with Article V., Section 5. hereof. Any director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.

Section 7. Meetings:

Meetings of the Board of Directors shall be held at any location as the Directors or the Officers calling the meeting shall determine. The annual meetings of the Board of Directors shall be held immediately upon the adjournment of the annual meeting of the owners. Special meetings may be called at any other time by the President, Secretary, or any four of the directors by mailing or delivering to each director at least 48 hours before the time of such meeting a written notice stating the time and place of such meeting and the purposes thereof.

Section 8. Waiver:

Any Directors may waive notice of a meeting before or after the meeting and any such waiver shall be deemed equivalent to the giving of notice.

Section 9. Board of Directors Quorum:

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business and the acts of the majority of directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting until a future time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

ARTICLE VI - Officers

Section 1. Designation:

The principal officers of the Association shall be a President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The President shall be elected from the present members of the Board of Directors. The Directors may appoint a Vice President, an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment might be necessary.

Section 2. Election of Officers:

The officers of the Association shall be elected annually by the Board of Directors at the annual meeting of each new Board and shall hold office until their successors are duly elected and qualified. Prior to the first annual meeting, the officers shall be elected at a special meeting of the Board of Directors.

Section 3. Removal of Officers:

Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 4. President:

The President shall be the chief executive officer of the Association. He/she shall preside at all meetings of the Association and of the Board of Directors. He/she shall have all of the general powers and duties which are usually vested in the office of President of an Association, including but not limited to the power to appoint committees from among the members from time to time as he/she may, in his/her discretion, decide is appropriate to assist in the conduct of the affairs of the Association.

Section 5. Secretary:

The Secretary shall keep the minutes of all meetings of the Board of Directors and minutes of all meetings of the Association. He/she shall have charge of the minute book wherein resolutions shall be recorded, and he/she shall in general perform all the duties incident to the office of Secretary.

Section 6. Treasurer:

The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He/she shall be responsible for the deposit of all monies and valuable effects in the name, and to the credit of the Association in such depositories as may from time to time be designated by the Board of Directors.

ARTICLE VII - Obligations of the Owners and Associations

Section 1. Fees and Assessments:

Each owner of a lot shall pay annual dues in the minimum amount of $100.00 per year. Said minimum amount shall be paid until such time as there has been created by the Board of Directors a reserve for general operating expenses in the amount of $50,000. Said minimum amount may be reinstituted by the Board if said reserve goes below that amount.

Section 2.

Within thirty days prior to the annual meeting, the Board of Directors shall estimate the net charges to be paid during the following year. The portion of said estimated net charges to be paid by each individual owner shall be determined by dividing said amount by the total number of lots (subject to the minimum assessment provisions of Article VII hereof). Assessments against the lot owners for their share of the budget shall be made on or before October 31. Such assessment shall be due within 60 days thereafter. If said estimated sum proves inadequate for any reason, including nonpayment of any owner's assessment, the Board of Directors may at any time levy a further assessment, which shall be assessed to the owners in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this paragraph to the Board of Directors annually on or before that day designated by the Board, or in such other reasonable manner as the Board of Directors shall designate.

Section 3.

The omission by the Board of Directors before the expiration of any year, to fix the assessments hereunder for that or the next year, shall not be deemed a waiver or modification in any respect of the provisions of the By-Laws, or a release of the owner from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessment fixed for the preceding year shall continue until a new assessment is fixed. Amendments to this paragraph shall be effective only upon unanimous written consent of the owners and the mortgagees. No owner may exempt himself from liability for his/her contribution toward the association expenses by waiver of the use or enjoyment of any of the association lands or by abandonment of his/her lot.

Section 4.

All funds received by the Directors and allocated for operating and replacement reserve shall be placed in separate trust accounts in a depository to be named by the Directors.

Section 5.

The manager or Board of Directors shall keep detailed, accurate records in chronological order, of the receipts and expenditures affecting the operation of the association. Records and vouchers authorizing the payments involved shall be available for examination by any owner at convenient hours on weekdays.

Section 6. Default in Payment of Assessments:

Each annual assessment and each special assessment shall be separate, distinct, and personal debts and obligations of the owner against whom the same are assessed at the time the assessment is made, and shall be collectible as such. Suit to recover a money judgment for unpaid assessments shall be maintainable without foreclosing or waiving the lien securing same. Each assessment not paid when due shall accrue a late charge in the amount of $15. Ten (10) days after due date, members will be notified in writing by certified mail of the delinquency, at which time an additional fee of $25 will be assessed against said account. Thirty (30) days after the due date, a lien will be placed against the member's real estate. Thereafter, interest at the rate of 18% per annum shall be assessed. The amount of the assessment, whether regular or special, assessed to the members, plus fees as herein set forth, and costs including reasonable attorney's fees, shall become a lien upon such member's real estate upon recordation of a notice of assessment by the Board of Directors. The said lien for non-payment of assessments shall have priority over all other liens and encumbrances, recorded or unrecorded, except:

- Tax and special assessment liens on the lot in favor of any assessing body and special district; and

- All sums unpaid on a first mortgage of record on the lot.

All or any of the above late fees may, in the discretion of the Board of Directors, be waived for good cause shown.

A certificate executed and acknowledged by a majority of the Board of Directors stating the indebtedness secured by the lien upon any house lot created hereunder shall be conclusive upon the Board of Directors and the owners as to the amount of such indebtedness on the date of the certificate, in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any owner or any encumbrancer or prospective encumbrancer of a house lot upon request at a reasonable fee not to exceed $10. Unless the request for a certificate of indebtedness shall be complied with, within ten (10) days, all unpaid assessments which become due prior to the date of the making of such request shall be subordinate to the lien held by the person making the request; or, in the case of a purchaser, such purchase shall take title free and clear of such lien. Any encumbrancer holding a lien on a house lot may pay any unpaid assessments payable with respect to such house lot and upon such payment, such encumbrancer shall have a lien on such house lot for the amounts paid of the same rank as the lien of his/her encumbrance.

Upon payment of a delinquent assessment concerning which such certificate has been so recorded, or other satisfaction thereof, the Board of Directors shall cause to be recorded in the same manner as the certificate of indebtedness a further certificate stating the satisfaction and the release of the lien thereof. Such lien for non-payment of assessment may be enforced by sale by the Board of Directors or by a bank or trust company or title insurance company authorized by the Board of Directors, such sale to be conducted in accordance with the provisions of law applicable to the exercise of powers of sale or foreclosure in deed of trust or mortgages or in any manner permitted by law. In any foreclosure sale, the owner shall be required to pay the costs and expenses of such proceedings and reasonable attorneys' fees.

ARTICLE VIII - Audit

Any owner may, at any time, at his own expense, cause an audit or inspection to be made of the books and records of the Manager of the Board of Directors. The Board of Directors, at its discretion and as a common expense, may obtain an audit of all books and records pertaining to the Association and furnish copies thereof to the owners.

ARTICLE IX - Rules and Regulations

The Directors may, from time to time, enact such rules and regulations as it deems prudent or necessary to prevent the use of the property under its control by some of the members of the Association in such a manner as to be unpleasant or noxious to the majority of the members.

ARTICLE X - Suspension or Termination

Section 1.

Membership shall automatically terminate upon the sale, conveyance, or transfer by a member of his/her interest in his/her property.

Section 2.

Any member may be suspended from membership for not more than one year by the Board of Directors and for any duration by affirmative vote of 2/3 of the members entitled to vote at any annual or special meeting, for conduct deemed prejudicial to the association, for failure to pay any assessment for more than 60 days after it becomes due, or for failure to comply with these By-Laws or any rules or regulations made pursuant thereto.

ARTICLE XI - Annual Budget

The Board of Directors shall adopt a budget for each fiscal year required to defray the common expenses and to provide funds for the necessary expenses.

ARTICLE XII - Fiscal Year

The fiscal year of the Association shall be from August 1 to July 31.

ARTICLE XIII - Fiscal Reports

At the end of each fiscal year, the Association shall furnish to each member a statement of the income and disbursements of the Association, including reserves in the replacement trust account.

ARTICLE XIV - Amendment of By-Laws

These By-Laws or any of them may be altered, amended or repealed or new By-Laws may be adopted, only by affirmative vote of 2/3 of the members entitled to vote.

The foregoing were adopted as the Amended By-Laws of the Lubberland Creek at Moody Point Homeowner’s Association, Inc., a voluntary association organized under the laws of the State of New Hampshire, at a meeting of the members held on , 1995.

______________________________

Secretary

APPROVED:

President

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Amendments: