Leamington Association, Inc. (“Association”) is a nonprofit corporation organized under the laws of South Carolina, and shall at all times be operated in conformity with the laws of the State of South Carolina applicable to such corporations. The Association shall maintain a principal office and shall have a registered agent whose business office is identical with such office. The Association shall have the right to change the address of its principal office and its mailing address upon a majority vote of the Board of Directors. Article I Definitions

1. “Association” shall mean and refer to Leamington Association, Inc., its successors and assigns. 2. “Covenants” shall mean the “Declaration of Covenants, Conditions and Restrictions…” for Leamington filed July 18, 1985 in Deed Book 424, beginning on page 1642, together with any and all supplementary declarations or amendments which may be recorded from time to time. Reference is made to the Covenants for all of the defined terms which are included in these By-Laws. 3.

“Properties” shall mean and refer to that certain real property described in the Covenants, and such additions thereto as are brought within the jurisdiction of the Association.

4.

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

5. “Board” shall mean the Board of Directors of Leamington Association, Inc. Article II Purpose and Responsibilities 1. The purpose of the Association is to promote the common good and general welfare of property owners in Leamington, as provided in the Covenants. 2. The Association has the responsibility to administer the common affairs; establish the means and methods of collecting contributions to the common expenses; arrange for the management of its daily affairs and common assets; enforce the Association’s By-Laws and Covenants; and perform all other acts required pursuant to the South Carolina Nonprofit Corporation Act and the Covenants. 1

ARTICLE III Meetings of Members 1. Annual Meetings. The Annual Meeting of the Association shall be held in December each year at a time, place and date determined by the Board. The Election of Directors shall occur at this meeting. Also, votes shall be held on other matters which were specified in the notice of the meeting, and other business as may be appropriate shall be conducted. 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board. A special meeting also may be requested by the petition of fifty (50) Members of the Association stating the items of business which such Members desire to submit for the consideration of the membership. Upon receipt of the petition, the Board shall decide whether to call a special meeting or to place the requested items on the agenda of the next Annual Meeting which is at least ninety (90) days after receipt of the petition. 3. Notice of Meetings. At least one month prior to the date of the Annual Meeting or any Special Meeting, the Secretary shall notify all Members of the Association of the time and place of the meeting and the agenda of all items to be voted upon. Additionally in the case of the Annual Meeting, the notice shall include: names of persons nominated for the Board; the preceding year’s annual meeting minutes; a financial report with a balance sheet and budget summary as of the end of the preceding year; and a budget projection for the coming year. Meeting notices may be delivered either by mailing all of the information to the Member’s address last appearing on the Association’s books or with prior Member permission to a Member’s email address. 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, twenty-five (25) percent of the votes of the membership shall constitute a quorum for any action, except as otherwise provided in the Covenants or these By-Laws. However, a lesser number may continue a meeting previously constituted. If a quorum is not met, the Members in attendance have the power to adjourn and set a new date with notice of that date being announced at the time of adjournment. 5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable, shall automatically cease upon conveyance by the Member of his or her property, and shall be valid only for the duration of the vote for which the proxy was filed. ARTICLE IV Board: Selection, Term of Office, and Actions 1. Number. The Association shall be managed by a Board composed of nine (9) Members of the Association. Further, as deemed appropriate by the Board, other individuals representing interests related to Leamington may be appointed ex-officio Members. Ex-officio members may attend meetings but not vote. 2

2. Term of Office. Directors are elected by the Members of the Association to a term of three years or such lesser term for which they may have been nominated. At least three Directors shall be elected at each annual meeting in order to provide for staggered terms. Directors shall take office immediately as of their election. 3. Election. If the number of nominees to the Board equals the number of Directors to be elected, then the election vote shall proceed by voice acclamation. If the number of nominees exceeds the number of Directors to be elected, Members will vote by secret ballot, electing the nominees receiving the highest vote totals, whether in person or in proxy. 4. Nomination. Both the Board (by selection) and Association Members (by way of petition) may nominate candidates for the Board. a. In selecting nominees, the Board will be assisted by a Nominating Committee. This Committee shall have a Board member as Chairperson and at least two Association Members who are not on the Board. Prior to each annual meeting, the Nominating Committee shall be appointed by the Board to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Committee shall identify, interview and evaluate potential candidates, and will give its recommendations to the Board. The Board shall decide which of these candidates it will place on the ballot. b. A candidate or candidates also may be nominated by way of a petition signed by fifty (50) Members of the Association. A petition of this nature must be filed with the Board on or before August 31st of the election year. Service may be perfected by delivering the petition to any current Board member. The Board may choose to include a candidate nominated by petition in its list of candidates, but must place such a candidate on the ballot along with the Board’s candidates. c. Only one person at a time from a family or household may stand for election to the Board. All nominees for the Board must be Members of the Association. 5. Vacancy. In addition to the expiration of terms, vacancies on the Board may occur by way of resignation, removal or death. a. Any Board member may resign by giving forty-five days’ notice to the President. b. A Board member can be removed for cause by a majority vote of the other Board members. Failure to attend at least two-thirds of the meetings of the Board would constitute cause, for example. c. If any vacancy occurs on the Board for any reason other than the normal expiration of the Director's term, the Board shall elect a qualified Association Member to fill the vacancy until the next annual meeting. If the remaining unexpired term is in excess of one year, such term shall be filled by vote of the membership at the annual meeting. 3

5. Compensation. No officer or director shall receive compensation for any service he/she may render to the Association. However, any director may be reimbursed for his/her actual expenses incurred in the performance of his/her Association duties, upon approval of the majority of Directors not requesting the particular reimbursement. 6. Action Taken Without a Meeting. The Directors shall have the right to take action in the absence of a meeting: a. By the Executive Committee of the Board, which may take action between Board Meetings when the need arises; and b. By majority written approval of the Board members. c. Any action so approved shall have the same effect as though taken at a meeting of the Board. 7. Board Meetings. a. Regular Meetings. The Board shall hold a monthly Board meeting that shall be open to all Members of the Association. The Board, at its discretion, may hold an executive session at any regular meeting. b. Special Meetings. The Board may hold any additional meetings for itself or the Association as it deems appropriate. A special meeting of the Board may be requested by the President, or by any two directors, after not less than three (3) days notice to each director. c. Quorum. The presence of a majority of the Board’s nine members shall constitute a quorum for the transaction of business. A majority vote of those present shall be an official action by the Board. 8. Books and Records. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member at the principal office of the Association. The Association also may post such books, records and papers, including Board and committee meeting minutes on the Association’s web site after approval by the Board. ARTICLE V Duties and Powers of the Board 1. Powers. To fulfill its purpose, and meet its responsibilities, the Association, through its Board exercises the following powers to: a. Adopt and publish rules and regulations, as it deems appropriate, for governing the use of the Common Properties and facilities and the personal conduct of the members and their guests thereon, and to establish and enforce penalties for the infraction thereof. 4

b. To enforce the Covenants, By-Laws, and established rules and regulations: i.

Investigate any violation or potential violation thereof;

ii.

Charge fees, secure deposits, and levy fines to ensure compliance with or hold Members accountable for infractions thereof;

iii.

After notice and hearing, suspend the voting rights, disable gate openers (but not deny access), and suspend the right of use of the recreational facilities of a Member during any period in which such Member shall be in default in the payment of any assessment, fees or fines levied by the Association;

iv.

Cause a lien to be placed against any Member of the Association or their property for non-payment of assessments, fees or fines not paid within thirty (30) days after the due date, or bring an action at law against the Member personally obligated to pay the same, which legal action for foreclosure or collection shall be in the discretion of the Board and shall not be mandatory after such time period. The Board may use any means available by law to collect the indebtedness. In so doing the delinquent Member shall be additionally liable for all costs and attorneys fees associated with the collection. Non-use or abandonment of the property is no defense for nonpayment.

c. Employ a manager, enter into contracts with independent contractors, and employ such other employees or agents as the Board deems appropriate. d. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws or the Declaration. 2. Duties. It shall be the duty of the Board to: a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members; b. Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed; c. As more fully provided in the Covenants to: i.

Fix the amount of the annual assessment against each lot or dwelling unit at least thirty (30) days in advance of each annual assessment period; and

ii.

Send notice of each assessment to every Member subject thereto pursuant to the requirements as provided in the Covenants.

d. Procure and maintain adequate liability and hazard insurance on property owned by the Association; 5

e. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; f. Cause the Common Area to be maintained; g. Perform all other duties reasonably required of it to satisfy the functions of the Association as set forth in the Covenants, By-Laws, rules and regulations. Article VI Officers 1. There shall be a minimum of four (4) officers of the Association: a President, a Vice President, a Secretary, and a Treasurer. Additional officers may be elected by the Board as the work of the Association warrants. Each officer is elected for an annual term. No person may simultaneously hold more than one office, except for the offices of Secretary and Treasurer. No Board member may hold any one of these offices for more than three consecutive years. No person, after holding an office for three consecutive years, may hold the same office again, unless a minimum of two (2) years has passed since holding such office. a. The Board’s annual term begins immediately after the annual meeting and proceeds through the next annual meeting. b. After adjournment of the annual meeting, and on the same day, the new Board shall meet for the sole purpose of electing the President. All other officers shall be elected by the Board at their next monthly meeting or at a special Board meeting called for that purpose. 2. The President shall be the chief executive officer of the Association and, if present, shall preside at all meetings of the Board and of the membership. The President shall see that orders and resolutions of the Board are carried out. Except for instruments which the Board has authorized the Association’s property manager, other officers of the Board, or committee heads to sign, the President shall sign all written obligations of the Association. 3. In the absence of the President, the Vice President, the Secretary or the Treasurer, in that order, shall exercise the authorities of such office. 4. The Secretary shall provide for minutes of all meetings of the Board and the Association and record all votes; keep the corporate seal and affix it to all documents requiring a seal; give notice of meetings to the Board members; keep current records of all Members of the Association including addresses and means of contact; and perform all other duties given by the Board. The Secretary may delegate the above duties to the Association’s manager or accountant but shall oversee their performance of such delegated duties. 5. The Treasurer shall receive and deposit in the proper accounts all monies of the Association and shall distribute such funds as directed by the Board; shall sign all checks and promissory 6

notes of the Association; keep accounting records; obtain audits of the Association’s book if so directed by the Board; prepare for each meeting of the Board an update of the income and expenditures; and, prepare the annual budget for the Board’s approval. The Treasurer may delegate the above duties to the Association’s manager or accountant but shall oversee their performance of such delegated duties. 6. All officers shall have such authorities as are normally associated with their offices and such further authorities as may be vested in them by the Board. Article VII Committees 1. The Board shall appoint any committees it deems appropriate in carrying out the purpose of the Association. All chairpersons of Board committees shall be Members of the Board. Each committee shall have such powers, functions, term and members as determined by the Board. Unless provided for in the Covenants, any committee may be removed and/or additional members appointed by the Board at any time. a. Nominating Committee. The President shall select one of the Board members to serve as Chairman. This Committee shall have at least two Association Members who are not on the Board. b. The Architectural Review Board shall exercise the duties set forth in the Covenants, establish and enforce architectural guidelines, rules, and regulations, and make reports of its activities to the Board. c. An Executive Committee shall be composed of the President, Vice President Secretary and Treasurer. This committee is empowered to take action when the need arises between Board meetings. However, if three quarters (3/4) of the members of this Committee believe a matter warrants consideration by the entire Board, then the matter may be considered and action may be taken without a meeting only by obtaining the written approval of a majority of the Board. d. With the exception of the Social Committee, no Board member other than the chairperson may serve on a committee. Also, with the exception of the Social Committee, no two persons from the same family or household may serve together on the same committee. Article VIII Finances 1. Funds of the Association, including any reserve or special accounts, shall be deposited or invested in accordance with sound financial principles and fiduciary responsibilities. 2. The Board shall approve those officers, directors and/or employees who will be authorized signatories on Association bank accounts. 7

3. The Board shall determine the need for two signatures on certain accounts or on checks over a certain amount. 4. The Board shall obtain and maintain bonds on employees in such amount as are from time to time approved.

Article IX Liability and Indemnification of Directors and Officers 1. No Officer or Director shall be held individually liable for any action taken or decision made within the scope of his or her authority. 2. The Association and Membership shall indemnify and hold harmless any Director or Officer, his or her heirs, executors, administrators or assigns, against all damages, losses, costs and expenses reasonably incurred by him or her in connection with any legal action, suit or proceeding as a reason for his or her being, or having been, a Director or Officer of the Association. Such indemnification shall not be available if it should be determined in such legal action, suit or preceding that such Director of Officer was not within the scope of his or her authority, or was guilty of gross negligence or willful misconduct. 3. The foregoing indemnification shall be in addition to and exclusive of all other rights to which such Director or Officer shall be entitled.

Article X Amendment of By-Laws 1. These By-Laws may be amended at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy. a. The Board may propose an amendment by approval of a majority of the Directors present at a regular or special Board meeting where notice was given that the amendment would be considered. The proposed amendment shall then be presented to the membership at a regular or special meeting. b. The Members may propose an amendment to the By-Laws by a written proposal signed by fifty (50) or more Members, which proposal shall set forth in full the ByLaw provision to be changed, the proposed amendment and the reason for such amendment. Such proposal shall be filed with the Secretary. The amendment shall then be presented to the membership at the next regular Annual Meeting which is at least ninety (90) days after receipt of the proposal. c. Under either procedure, the notice of meeting to the membership shall set forth the By-Law proposed to be amended, the proposed amendment and the reason for the 8

proposed amendment. The amendment will become effective upon a majority vote of Members present in person or by proxy at such meeting. 2. In the case of any conflict between the Covenants and these By-Laws, the Covenants shall control. Article XI General 1. Under authority of Article IX of the Covenants, allowing for the enactment of By-Laws, all prior Association by-laws and amendments thereto are revoked and superseded by the ByLaws herein. 2. All meetings of the membership and the Board shall be conducted in accordance with Roberts Rules of Order Revised, provided that where there is a conflict with these By-Laws, the By-Laws shall prevail.

CERTIFICATION OF APPROVAL I, Charles H. Curl, President of the Leamington Association, Inc., certify that these By-Laws were approved by the membership at the Annual Meeting held on December 5, 2008, as reflected in the minutes. Witness:

Leamington Association

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STATE OF SOUTH CAROLINA

COUNTY OF BEAUFORT

) )

ACKNOWLEDGMENT

)

under S.C. Code § 30-5-30(C)

I, the undersigned notary public, do hereby certify that the within named officers of Leamington Association, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

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