Amended and Restated Bylaws

AMENDED AND RESTATED BYLAWS

OF

THE COVES AT WILTON CREEK OWNERS ASSOCIATION

ARTICLE I - ORGANIZATION

The name of this organization shall be THE COVES AT WILTON CREEK OWNERS ASSOCIATION.

ARTICLE II - PURPOSES

The Association has been organized to operate as a property owners’ association pursuant to Virginia Code Section 55-508 et seq., to include without limitation the following purposes:

(a) To provide for the preservation, maintenance and enhancement of the value, attractiveness and desirability of THE COVES AT WILTON CREEK, and the associated roads, water systems, sanitary sewer system and other common facilities, as set forth in the Amended and Restated Declaration of Covenants, Conditions and Restrictions of The Coves at Wilton Creek (the “Declaration”) recorded among the land records of Middlesex County, Virginia.

(b) To maintain, repair and replace the sanitary sewer system and the water system serving all recorded Lots, Units and Common Facilities (as such terms are defined in Article III.

(c) To maintain, repair and replace the private roads and streets conveyed to the Association and located on the Properties, over which all Owners have a perpetual non-exclusive access easement.

(d) To maintain, repair and replace any and all Common Facilities conveyed to the Association.

(e) To provide adequate control measures to prevent the erosion overflow of storm water or drainage from the Common Facilities (as such term is defined in Article III, Section 3).

(f) To establish capital reserves for future anticipated capital expenditures.

(g) To purchase and maintain public liability and other insurance on the above-described roads, water system, sanitary system, Common Facilities and other improvements.

(h) To file and maintain actions at law or in equity, to collect any amounts owing to the Association.

(i) To enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed which run with and bind the above-described Properties.

(j) To buy, sell, exchange, lease, sublease, and otherwise hold, own, maintain, control, work, distribute, develop, improve, alter, operate, manage, rent, deal in, and otherwise turn to account chattels, real estate and personal property of every nature, class and description, within or without the Commonwealth of Virginia.

(k) To mortgage or otherwise lien, to lease, sublease, sell, convey, exchange, trade, transfer, deal in or in any manner whatever dispose of chattels, real property, and personal property of every nature, class, and description, within or without the Commonwealth of Virginia.

(l) To enter into, make and perform contracts of every kind with any person, firm, association or Association, municipality, body, county, state, or government, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidences of indebtedness, whether secured by mortgage or otherwise, so far as may be permitted by the laws of the Commonwealth of Virginia.

(m) To issue bonds, debentures or obligations of the Association, and at the option of the Association, to secure the same by mortgage, pledge, deed of trust or otherwise.

(n) To have and exercise any and all powers, rights and privileges which a Virginia nonstock corporation may by law now or hereafter have or exercise.

ARTICLE III - DEFINITIONS

Section 1. “Association” shall mean and refer to THE COVES AT WILTON CREEK OWNERS ASSOCIATION, its successors and assigns.

Section 2. “Board of Directors” shall mean and refer to the Board of Directors of the Association, its successors and assigns.

Section 3. “Common Facilities” shall mean and refer to any property or facility located on, or a part of, the Properties which has been conveyed to the Association and which is designated for the use and enjoyment of the Owners in common with other Owners. Such Common Facilities shall include, but not be limited to, swimming pools, tennis courts, boat ramp and pier, a club house, parking lots, paths and walkways, parks and open areas (including landscaping), and ponds and lakes, water and sewer system and all related and associated facilities which have been conveyed to the Association.

Section 4. “Initial Declarant” shall mean and refer to The Coves at Wilton Creek Limited Partnership, a Virginia limited partnership.

Section 5. “Lot” shall mean and refer to any plot of land so designated upon any recorded subdivision plat map of the Properties, upon which a detached, single family dwelling has been, or may be, constructed.

Section 6. “Member” shall mean a person or entity who is a record Owner of any Lot or Unit as described in Article IV, Section 1.

Section 7. “Owner” shall mean and refer to the record Owner, whether one or more persons or entities, of a fee simple title to any Lot or Unit 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 8. “Properties” shall mean and refer to that certain real property hereinabove described (more particularly described on Exhibit “A” of the Declarations), and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 9. “Unit” shall mean and refer to any residential condominium unit located on the Properties, created in accordance with the provisions of Section 55-79.39 et seq., of the 1950 Code of Virginia, as amended.

ARTICLE IV - MEMBERSHIP AND VOTING

Section 1. Every person or entity who is a record Owner of any Lot or Unit of the Coves at Wilton Creek, Middlesex County, Virginia, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities that hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of the Lots or Units. Ownership of a Lot or Unit shall be the sole qualification for membership, and an Owner shall have a membership for each Lot or Unit owned. Upon the closing of the sale of a Lot or Unit, the membership of the selling Owner shall cease and the purchasing Owner shall become a Member of the Association.

Section 2. Each Member shall be entitled to one (1) vote for each Lot or Unit in which they hold the interest required for membership by Article II. When more than one person holds such interest, all such persons shall be Members and the vote for such Lot or Unit shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot or Unit.

ARTICLE V - MEETINGS

Section 1. The annual membership meeting of this organization shall be held on such day and at such place and time during the month of September, October, or November of each and every year as the Board of Directors shall direct. The Secretary shall cause to be mailed to each Member entitled to vote at such meetings at his address as it appears in the membership roll book of the organization, a notice telling the time, and place of such annual meeting. Except as provided in Article V, Section 3 hereof, such notice shall be sent at least fourteen (14) days in advance of such meeting.

Section 2. Special meetings of the Members may be called by the President, Vice President, or by the Board of Directors. The President or Vice President shall also call a special meeting of the Members at the request of one-third of the Members of the organization entitled to vote at such meeting. Such request shall be made in writing and shall state the purpose of the meeting. Notices of special meetings of the Members shall be mailed to all Members entitled to vote at such meeting at their addresses as they appear in the membership roll book. Except as provided in Article V, Section 3 hereof, such notice shall be sent at least seven (7) days before the scheduled date of the meeting. Such notice shall state the purpose of the meeting and by whom the meeting has been called.

Section 3. If the purpose of a membership meeting is to levy a special assessment, act upon a proposed amendment to the Articles of Incorporation of the Association, or a plan of merger or consolidation, notice of the meeting shall be sent at least twenty-five (25) but no more than fifty (50) days before the scheduled date of the meeting

Section 4. A quorum at any membership meeting, except when considering a special assessment, shall be the presence of Members in person or by proxy representing at least twenty-five percent (25%) of the total Members of the Association. If the required quorum is not forthcoming at any meeting, another meeting may be called and the required quorum at any such subsequent meeting shall be one-half of the required quorum at the preceding meeting, but in no event will the quorum be less than ten percent (10%) of the total votes entitled to be cast at such meeting either in person or by proxy. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 5. The order of business at the annual meeting of the Members of the organization shall be substantially as follows:

(a) Roll call, determination of quorum and agenda.

(b) Proof of notice of meeting or waiver of notice.

(c) Reading of the minutes of the preceding meeting.

(d) Reports of officers.

(e) Reports of committees.

(f) Election of Directors, if applicable.

(g) Old business.

(h) New business.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. The business and affairs of the organization shall be managed by its Board of Directors. The Board of Directors shall in all cases act as a Board and they may adopt such rules and regulations for the conduct of their meetings and the management of the organization, as they may deem proper, not inconsistent with these Bylaws and the laws of the Commonwealth of Virginia. The Board of Directors may also adopt rules and regulations for the use and enjoyment of the Common Facilities and any properties owned by the Association, consistent with the provisions of the Declaration.

Section 2. The Board of Directors shall consist of seven (7) Directors. Commencing with the 2008 annual meeting of the Members of the Association, the term of three of the Directors shall be fixed at three (3) years, the term of office of two of the Directors shall be fixed at two (2) years, and the term of office of two of the Directors shall be fixed at one (1) year. All successor Directors shall be elected for a term of office of three years. The members of the Board shall hold office until their successors have been elected and qualified. The number of directors may be changed by a vote of the members at any annual meeting or at a Special Meeting called for such purpose. The Board of Directors shall have the exclusive responsibility for the management and control of all of the property and affairs of the association.

Section 3. The annual meeting of the Board of Directors shall be held without notice immediately after and at the same place as the annual meeting of the Members. The Directors may hold additional regular meetings upon such notice as they may determine. Notice of the time, date and place of each regular meeting of the Board of Directors or of any subcommittee or other committee thereof shall be published (a) where it is reasonably calculated to be available to a majority of the Members, and (b) contemporaneously with the notice provided to the Directors or subcommittee or other committee of the Board conducting the meeting.

Section 4. Special meetings of the Board of Directors may be called by any two Directors. The Directors who call such meeting may fix the time and place for the holding of any such special meeting.

Section 5. Notice of any special meeting of the Board of Directors shall be given to the Directors at least seven (7) days before such meeting by written notice delivered personally, or by electronic transmission consented to by the Director to whom the notice is given, or mailed to each Director at his address as it appears on the books of the organization. Notice of the time, date and place of each special meeting of the Board of Directors or of any subcommittee or other committee thereof shall be published (a) where it is reasonably calculated to be available to a majority of the Members, and (b) contemporaneously with the notice provided to the Directors or subcommittee or other committee of the Board conducting the meeting.

Section 6. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Unless otherwise exempt as relating to an executive session permitted by Virginia Code Section 55-510.1 C, at least one copy of all agenda packets and materials furnished to Directors or the subcommittee or other committee of the Board for a meeting shall be made available for inspection by Members at the same time such documents are furnished to the Directors or any subcommittee or committee of the Board.

Section 8. If a meeting is conducted by telephone conference or similar electronic means, at least two Directors shall be physically present at the meeting place stated in the notice of the meeting. The audio equipment shall be sufficient for any Member in attendance to hear what is said by a Director participating in the meeting who is not physically present.

Section 9. At any meeting of the Board of Directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present for the meeting, a majority of the Directors present may adjourn the meeting without further notice.