Amended and Restated By-Laws
of Sunnybrooke Condominium

A. Operation

The operation of the Condominium shall be by an unincorporated Association unless the Association, at any Annual Meeting, shall vote to change to an incorporated association.

B. Powers and Duties

The Association shall have all of the powers and duties as permitted by the Condominium Act, as it may be amended from time to time, except as those powers may be limited by the Amended and Restated Declaration (hereinafter, "Declaration") or these Amended and Restated Bylaws (hereinafter, "Bylaws"), as they may be amended from time to time. The Association hereby delegates all of the powers and duties described in Section III(A)(9) of these Bylaws to the Board of Directors.

C. Delegation to Managing Agent

The Board of Directors may delegate to a managing agent any of these powers and responsibilities as the Board of Directors may see fit, in its discretion, from time to time.

D. Membership in the Association

The Members of the Association of Owners (sometimes, "Association") shall consist of all of the record owners of the Units.

E. Change of Membership

Change of membership in the Association shall be established by recording in the Registry of Deeds for Strafford County, State of New Hampshire, a deed establishing record title to a Unit in the Condominium. The buyer of said Unit shall deliver to the Board of Directors of the Association a copy of the deed showing the book, page, and time of the recording of the deed in the Strafford County Registry of Deeds. The Board of Directors shall keep such copy on file as evidence of the buyer's membership in the Association for all purposes, rights and obligations as set forth in the Declaration and these Bylaws. The owner designated by such instrument shall thereby become a Member of the Association. At such time the membership of the prior owner shall be terminated.

A. Meetings

Meetings of the Unit Owners' Association shall be held in accordance with the provisions of the condominium instruments at least once each year. Purposes of the annual meeting shall include election of the Board of Directors and any budget changes.

B. Voting Rights

A Member of the Association shall be entitled to cast one vote for each Unit owned. Where there is more than one record owner, any of such persons may attend any meeting of the Association, but it shall be necessary for those present to act unanimously in order to cast the vote to which they are entitled.

C. Notice & Proxies

1. The Secretary of the Board of Directors shall, at least twenty-one (21) days in advance of any annual or regularly scheduled meeting of the Association owners and at least seven (7) days in advance of any other meeting, send to each Unit Owner notice of the time, place and purpose or purposes of such meeting. The minimum time to give notice may be reduced or waived for a meeting called to deal with an emergency. Such notice shall be sent to the owner designated mail or electronic mail address(es) of record provided by each owner and maintained on file with the Secretary. If no mailing or electronic mail address is so designated by the Unit Owner, written notice shall be delivered through the United States mail or hand delivery directly to the Unit by a member of the Board of Directors or their designee.
2. For each Association meeting, the Secretary or other duly authorized officer of the Unit Owners' Association, who shall also be a member of the Board of Directors of the Unit Owners' Association, shall prepare an affidavit which shall be accompanied by a list of the addresses of all Unit Owners currently on file with the Association and shall attest that notice of the Association meeting was provided to all Unit Owners on that list in a manner conforming to RSA 356-B:37-a.
3. A copy of the affidavit and Unit Owners list shall be available at the noticed meeting for inspection by all Unit Owners then in attendance and shall be retained with the minutes of that meeting. The affidavit required in this section shall be available for inspection by Unit Owners for at least three (3) years after the date of the subject meeting.
4. Along with the meeting notice, the Board of Directors shall also deliver to Association Members, proxy forms bearing a control number which the Board of Directors shall correlate to the list of all Unit Owners then entitled to vote. At the noticed meeting, the Board of Directors shall recover all proxies and compare them to the control list maintained for that purpose. Any proxies which are on a form other than that provided by the Board of Directors or which do not correlate with the control list maintained by the Board of Directors shall be disregarded for purposes of determining whether a quorum was present at the meeting and for purposes of casting any vote at that meeting.

D. Special Meetings

The Association shall hold a special meeting of Unit Owners to address any matter affecting the Unit Owners or the Association if its President, a majority of the Board of Directors, or Unit Owners having at least thirty-three (33) percent of the votes in the Association request that the Secretary call the meeting. If the Association does not notify Unit Owners of a special meeting within thirty (30) days after the requisite number or percentage of Unit Owners request the Secretary to do so, the requesting members may directly notify all the Unit Owners of an informational meeting, the purpose of which shall be to present the issue to fellow residents and Unit Owners. Only matters described in the meeting notice may be considered at a special meeting.

E. Quorum

A quorum of a meeting of the Association shall be deemed to be present throughout the meeting if twenty-five percent (25%) of proxies or the persons entitled to cast a vote are present at the beginning of the meeting. If a quorum is not met for an annual meeting, the Board of Directors shall reschedule the meeting within sixty (60) days and provide proper notice and proxies.

F. Meetings Other Than in Person

Association meetings may be conducted by telephonic, video, or other conferencing process, as provided in RSA 356-B:37-b.

G. Voting at Meetings and Proxies

The vote appertaining to any Unit may be cast pursuant to a proxy or proxies duly executed by or on behalf of the Unit Owner or, in cases where the Unit Owner is more than one person, by or on behalf of all such persons. No such proxy shall be revocable except by actual notice to the person presiding over the meeting, by the Unit Owner (or by one of the persons owning the Unit) that it be revoked. Any proxy shall be void if it is not dated, if it purports to be revocable without notice, or if the signature of any of those executing the same has not been duly acknowledged. The proxy of any person shall be void if not signed by a person having authority, at the time of the execution thereof, to execute deeds on behalf of that person. Any proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of that proxy. A person may not cast undirected proxies representing more than ten (10) percent of the votes in the Association. The Board of Directors shall retain all proxies delivered to the Board of Directors and all independent written confirmation of any such proxies for inspection by the Unit Owners for a period of not less than three (3) years from the date of the Unit Owners' Association meeting.

H. Minutes

The Board of Directors shall make copies of the minutes of all meetings available to the Unit Owners within sixty (60) days of the meeting or fifteen (15) days of the date such minutes are approved by the Board, whichever occurs first. The Association may opt to provide the minutes electronically or publish them on the Association website, in which case the owners shall be informed of the web address.

I. Procedure

Meetings of the Association shall not be required to follow Robert's Rules of Order Newly Revised, but shall follow such procedural rules as may be designated by the Board of Directors. Should there be a dispute as to the rules used to conduct any meeting of the Association, and the Unit Owners be unable to agree by majority vote what procedure should be followed, Roberts Rules of Order Newly Revised shall be used at least as long as is necessary to reach a majority decision as to the other rules of procedure to be followed.

J. Voting Without a Meeting

The Association may conduct a vote without a meeting. To do so, the Association shall:

1. Notify the Unit Owners, in the manner for noticing a meeting as set forth herein, that the vote will be taken by ballot and deliver a paper or electronic ballot to every Unit Owner entitled to vote on the matter. The ballot shall:
   1. Set forth each proposed action and provide an opportunity to vote for or against the action.
   2. Indicate the number of responses needed to meet the quorum requirements.
   3. State the percent of votes necessary to approve each matter other than election of Directors.
   4. Specify the time and date by which a ballot must be delivered to the Association to be counted, which time and date may not be fewer than 10 days after the date the association delivers the ballot.
   5. Describe the time, date, and manner by which Unit Owners wishing to deliver information to all Unit Owners regarding the subject of the vote may do so.
2. A ballot is not revoked after delivery to the Association by death or disability or attempted revocation by the person that cast that vote.
3. Approval by ballot pursuant to this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.

A. Election and Meeting

(1) Number of Directors. The Board of Directors shall be made up of not less than three (3) and no more than five (5) members, each of whom shall be a Member of the Association. For the purposes of this section, "Member" means any individual qualifying as a Member of the Association, whether alone or with a spouse, or with one or more joint tenants, or tenants in common, or as the authorized designee of any corporation or trust which may own a Unit.

(2) Quorum. Regardless of the number of Board members elected, a quorum shall be deemed to be present throughout any meeting of the Board of Directors if persons entitled to cast more than fifty percent (50%) of the votes in that body are present at the beginning of such meeting. If there is no quorum is present at a meeting, the decision of the majority of Directors in attendance shall constitute an act of the Directors.

(3) Quarterly Open Meetings, Minutes & Meeting Materials. At least once per quarter, the Board of Directors shall have an open regular meeting providing Unit Owners with a reasonable opportunity to comment on any matter affecting the Association. At its discretion, the Board of Directors may meet in a meeting not open to Unit Owners provided the meeting is recorded and the recording is made available to Unit Owners for up to thirty (30) days upon request. If any materials are distributed to the Board of Directors before the meeting, the Board of Directors at the same time shall make copies of those materials reasonably available to Unit Owners, except that the Board of Directors need not make available copies of unapproved minutes or matters that are to be considered in executive session.

(4) Executive Session. The Board of Directors and Association committees may hold an executive session which is not open to all Unit Owners only during a regular or special meeting of the Board or a committee. No final vote or action may be taken during an executive session. An executive session may be held only to:

1. Consult with the Association's attorney.
2. Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings.
3. Discuss labor or personnel matters.
4. Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage or prevent public knowledge of the matter to be discussed if the Board of Directors or a committee determines that public knowledge would violate the privacy of any person.

(5) Notice of Meetings. Unless the meeting is included in a schedule given to the Unit Owners or the meeting is called to deal with an emergency, the Secretary or other duly authorized officer shall give notice of each meeting of the Board of Directors to each member of the Board of Directors and to the Unit Owners. The notice shall be given at least ten (10) days before the meeting and shall state the time, date, place, and agenda of the meeting.

(6) Meetings via Electronic Means. The Board of Directors may meet by telephonic, video, or other conferencing process, provided the requirements above are complied with.

(7) Prohibited Acts. The Board of Directors shall not:

1. Amend the Declaration except as otherwise provided in this chapter.
2. Amend the Bylaws.
3. Terminate the Unit Owners' Association.
4. Elect members of the Board of Directors but may fill vacancies in its membership for the unexpired portion of any term.
5. Determine the qualifications, powers, and duties, or terms of office of members of the Board of Directors.

(8) Term & Removal.

1. Members of the Board of Directors shall be elected annually at the Annual Meeting of the Association, to serve a one (1) year term, or until their successors are appointed or elected. Any Member of the Association can be elected to the Board of Directors without regard to the number of terms he/she may have.
2. Any Member of the Board of Directors may resign at any time by giving written notice to the President or Secretary of the Board. Whenever there shall occur a vacancy on the Board of Directors due to death, resignation, removal or any other cause, the remaining Directors shall select a successor director to serve the unexpired term until the next annual meeting of the Association.
3. The Unit Owners present in person or by proxy at any meeting of the Association at which a quorum is present may remove any member of the Board of Directors with or without cause, if the number of votes cast in favor of removal exceeds the number of votes cast in opposition to removal.
4. The Unit Owners may not consider whether to remove a member of the Board of Directors unless that subject was listed in the notice of the meeting and the member or officer being considered for removal shall have a reasonable opportunity to speak before the vote.

(9) Powers and Authority of the Board of Directors. The Board of Directors shall enforce the provisions of the Declaration and these By-Laws or any rules adopted hereunder and shall also have the following powers and duties:

1. To determine the annual budget for submission and vote by the Association at its annual meeting.
2. To make all assessments as provided in the Declaration including those assessments which are to be paid by the Unit Owners as special assessments and those assessments which are to be paid as common charges.
3. To procure fire insurance and casualty policies covering all of the common elements, buildings and facilities.
4. To make all decisions relating to the maintenance, repair and replacement of all the common areas and buildings and facilities. The Board shall have the power to contract for any labor, materials, services, supplies, insurance or other costs associated with the said maintenance, repair, or replacement of the common areas, buildings, and facilities. The Board may do so without regard to whether such costs are within the limits of the most recent Association budget if such repair is so urgent it cannot wait for a meeting of the Association owners, but they shall provide the owners with prompt notice of the same as required by law.
5. To prepare an annual budget and, with the assistance of the Treasurer of the Association, present the budget at the annual meeting of the Association, or at any special meeting of the Association, called for the purpose of acting upon budgetary matters.
6. To employ a manager or management firm (either, a "Manager") at such compensation as may be established by the Board. Any such Manager shall perform such duties and services as the Board shall authorize by a written instrument. The term of any contract or arrangements with any Manager shall not exceed two (2) years and shall be terminable by the Board upon not more than ninety (90) days written notice.
7. To hire or contract for any legal, accounting or other professional services necessary for the proper operation of the Condominium or the enforcement of the provisions of the Declaration or By-Laws.
8. To adopt any rules deemed necessary for the enjoyment of the Condominium, provided that such rules shall not be in conflict with the Condominium Act, the Declaration or these By-Laws.
9. To do such things and acts as are not inconsistent with the Condominium Act, or with the Declaration or these By-Laws, or which may be authorized by a duly adopted resolution of the Unit Owner's Association.

A. Designation

The principal officers of the Association shall be a President, a Secretary, and a Treasurer, all of whom shall be selected by the Board of Directors immediately following the annual meeting of the Association held in May or June of each year. The Board of Directors may also elect a Vice President or such other officers of the Board of Directors as may be necessary, and assign such other officers such titles and duties as may be appropriate and as may be enumerated below under the descriptions of the officer positions. One person may hold more than one office. All officers must be members of the Board of Directors.

B. Term and Removal of Officers

The officers shall serve terms of one (1) year, or until their respective successors are chosen and qualify in their stead. Any officer elected by the Board of Directors may be removed and replaced by a successor at any time by the affirmative vote of a majority of the Association at any meeting of the Association or at a meeting called for that purpose.

C. President

The President shall be the chief executive officer, he shall preside at meetings of the Unit Owners' Association and, if present, at meetings of the Board of Directors, and shall be an ex officio member of all committees; he shall have general and active management of the day to day business of the Association and shall see that all orders and resolutions of the Board are carried into effect. He shall have all of the general powers and duties which are usually vested in or incident to the office of president of a stock corporation organized under the laws of the State of New Hampshire.

D. Vice President

If a Vice President shall have been elected, the Vice President shall serve in the President's place if the President is unavailable and perform other duties as assigned by the President. If there is no Vice President, any other officer may be designated by the President (or other officers) to serve in the President's place if the President is unavailable.

E. Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the Unit Owners Association, shall record the minutes of all proceedings in the record book of the Association and shall perform like duties for committees when required. The Secretary shall keep the record book current and in his custody. He shall give, or cause to be given, notice of all meetings of the Unit Owners' Association, the Board, and committees and shall perform such other duties as may be prescribed by the Board or President. The Secretary shall compile and keep current at the principal office of the Condominium, a complete list of the Owners and their last known post office addresses or electronic mail addresses which may have been designated by Association Members. This list shall be open to inspection by all Owners and other persons lawfully entitled to inspect the same, at reasonable hours during regular business days.

F. Treasurer

The Treasurer shall have custody of all funds and securities that are not under the control of the Manager, and with the assistance of the Manager (if any), shall keep full and accurate records of receipts and disbursements, shall prepare all required financial data, and shall deposit all monies and other valuable personal property in such depositories as may be designated by the Board. He shall disburse funds as ordered by the Board, and shall render to the President vouchers for such disbursements, and shall render to the President or any member of the Board an account of all his transactions as Treasurer and of the financial condition of the Condominium at any meeting of the Board, Association membership, or at any reasonable time requested by a Board member.

A. Annual Budget

The Board of Directors, at least annually, shall adopt a proposed budget for the Association for consideration by the Unit Owners. Not later than thirty (30) days after adoption of a proposed budget, the Board of Directors shall provide to all the Unit Owners a summary of the budget, including any reserves, and a statement of the basis on which any reserves are calculated and funded. Simultaneously, the Board shall set a date not less than ten (10) days or more than sixty (60) days after providing the summary for a meeting of the Unit Owners to consider ratification of the budget. Unless at that meeting two-thirds (2/3) of all Unit Owners reject the budget, the budget is ratified, whether or not a quorum is present. If a proposed budget is rejected, the budget last ratified by the Unit Owners continues until the Unit Owners ratify a subsequent budget.

B. Special Assessments

The Board of Directors, at any time, may propose a special assessment. Except as otherwise provided for emergency assessments below, the special assessment is effective only if the Board of Directors follows the procedures for ratification of a budget described in paragraph (A) above and the Unit Owners do not reject the proposed special assessment. If the Board of Directors determines by a two-thirds (2/3) vote that a special assessment is necessary to respond to an emergency:

1. The special assessment becomes effective immediately in accordance with the terms of the vote.
2. Notice of the special assessment shall be provided promptly to all Unit Owners.
3. The Board of Directors may spend the funds paid on account of the special assessment only for the purposes described in the vote.

C. Assessment Due Dates

The Board of Directors shall have the ability to establish the time at which all assessments shall be due and payable including special assessments and regular common charge assessments. Each common charge assessment and each special assessment shall be separate, distinct and personal debts and obligations of the Unit Owner against whom such assessments are made. All assessments shall be due within ten (10) days of the receipt of the notice of any such assessment, unless the Board of Directors or Treasurer of the Association shall designate otherwise. All assessments which shall remain unpaid beyond the ten (10) day period stated above, or beyond the period established by the Board of Directors or Treasurer, shall be automatically subject to the lien provisions of the Condominium Act.

A. Financial Controls

All revenue received by the Association or any Board member must be deposited in an Association owned bank account. Any disbursement must be made by check from an account owned and in the name of the Association. The Board may elect to reimburse an Association member who has made expenditure out of personal funds, provided that expenditure was previously approved in the annual budget or by the Board of Directors.

B. Agreements, Contracts, Deeds, Checks, etc.

All agreements, contracts, deeds, leases, checks and other instruments of the Association for expenditures or obligations may be executed by any officer of the Association or by such other person or persons as may be designated by the Board of Directors.

C. Compensation of Officers

No officer shall receive any compensation from the Association for acting as such.