Bylaws

BYLAWSOFFOUNTAIN PARK COMMUNITY ASSOCIATION, INC. ARTICLE I. BUSINESS ADDRESSThe initial business address of Fountain Park Community Association, Inc. (the“Association”) shall be . The business address may bechanged by the Board of Directors if required by the U. S. Postal Service, or, upon approval of themembership, for any other reason. ARTICLE UL. MEMBERSHIP IN THE ASSOCIATION Every person or entity who is a record owner of a fee or undivided fee interest in anyseparate parcel of land designated for separate ownership or occupancy and residential use (the“Lots”) within Fountain Park Subdivision, a North Carolina planned community, located in Buncombe County, North Carolina, shall be a member of the Association. Ownership of suchinterest shall be the sole qualification for membership, and membership shall be appurtenant to andmay not be separated from such ownership. All references herein to the “Community” shall meanand refer to all areas encompassed by the boundaries of those parcels of land located in Buncombe County, North Carolina, and described in the Declaration of Covenants, Conditions, Restrictionsand Easements for Fountain Park of record at Book 5873 Page 457 Buncombe County Registry(the “Declaration”). ARTICLE UI. PURPOSES OF THE ASSOCIATIONThe powers, purposes and duties of the Association shall be: A. To operate, maintain and preserve all Common Areas, the signs, landscaping andother entrance features, and all roads, streets, decorative and protective structures (including but notlimited to entry monuments and buffer walls), ponds, lakes, utilities, landscaped areas and otherimprovements located on the Common Areas, if any; B. To enforce the provisions of these Bylaws, the Declaration, any Supplemental Declaration, the Articles of Incorporation, the Architectural Guidelines, and any rules andregulations promulgated by the Association, as the same may be amended from time to time; C. To have all rights and powers and to perform all duties and obligations under the Declaration that may be assigned to it by Declarant; D. To have all rights and powers and to perform all duties and obligations of an owner’sassociation as provided by Article 3 of Chapter 47F of the North Carolina General Statutes, the termsof which are incorporated herein, as they may be amended from time to time;

E. To promote and protect the enjoyment and beneficial use and ownership of the Lots;and F, To promulgate and enforce the rules and regulations and administrative rules andregulations for use of the Common Areas. No part of the net earnings of the Association shall inure to the benefit of its members, Directors or officers, or to any other person, except that the Association shall be authorized andempowered to pay reasonable compensation for services rendered and to make payments anddistributions in furtherance of the above stated purposes. ARTICLE IV. ASSESSMENTSThe Association shall have the power to make and collect assessments against the Lots asstated in Article IX of the Declaration, the terms of which are incorporated herein, and as providedby Article 3 of Chapter 47F of the North Carolina General Statutes, the terms of which areincorporated herein, as they may be amended from time to time. ARTICLE V. MEETINGS OF MEMBERSSection 1. Place of Meetings. All meetings of members shall be held at such place in North Carolina, as shall be designated on the notice of the meeting or agreed upon by a majority of themembers entitled to vote thereat. Section 2. Annual Meetings. The annual meeting of the members for the election of officersand the transaction of the other business shall be held at least once a year on any day (excepta legalholiday) determined by the Board of Directors for the following purposes:1. to fix the amount of the annual assessment against each lot pursuant to Article IVabove;2. to elect members of the Board of Directors of the Association; and3. to transact any other business that may come before the membership, including butnot limited to the adoption, modification and/or repeal of any rules and regulationsgoverning the Community. Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the daydesignated by these Bylaws, a substitute annual meeting may be called in accordance with theprovisions of Section 4 of this Article V. A meeting so called shall be designated and treated for allpurposes as the annual meeting.

Section 4. Special Meetings. Special meetings of the members may be called at any time bythe President, a majority of the Board of Directors of the Association, or by petition of the Lotowners having not less than ten percent (10%) of the votes in the Association. Section 5. Notice of Meetings. Written notice stating the time and place of the meeting shallbe delivered not less than ten (10) nor more than fifty (50) days before the date of any members'meeting, either personally or by mail, by or at the direction of the President or the Secretary of the Association, to each member of record. If mailed, such shall be deemed to be delivered whendeposited in the United States Mail, addressed to the member at his/her address as it appears on therecord of members of the Association, with postage thereon prepaid. It shall be the responsibility ofthe individual members to keep the Secretary informed of their current addresses. In the absence ofinstructions from an individual member as to his/her address, the Secretary shall be entitled to relyon the most recent records of the Buncombe County Tax Collector to determine the addresses of theowner(s) of a Lot. The notice of any meeting shall state the time and place of the meeting and the items on theagenda, including the general nature of any proposed amendment to the Declaration or these Bylaws,any proposed changes to the budget or any proposal to remove a Director or officer. Notice ofconsideration of a proposed annual budget for the Association shall be given as provided by Section47F-3-103 of the North Carolina General Statutes, as the same may be amended from time to time. Section 6. Voting Rights. On matters of Association business submitted to vote of themembership, there shall be two classes of membership as provided for in Section 3.3 of the Declaration. Except for as otherwise provided for in these Bylaws, in the Declaration or by Chapter 47F ofthe North Carolina General Statutes, as the same may be amended from time to time: (i) Lot ownersentitled to cast at least ten percent (10%) of the votes in the Association (represented either in personor by proxy) shall constitute a quorum for the purposes of submitting any matter to a vote, and (ii) allmatters submitted to a vote at any meeting held in accordance with these Bylaws shall be decided bya simple majority of the total votes cast. Section 7. Voting by Proxy. Votes may be cast either in person or by one or more agentsauthorized by a dated, written proxy executed by the member or his/her attorney-in-fact. A proxyterminates eleven (11) months after its date, unless it specifies a shorter term. Any form of proxywhich is sufficient in law may be used, but the following form of proxy shall be deemed sufficient: The undersigned hereby irrevocably constitute and appoint their attorney-in-fact and proxy for the sole purpose of casting the vote allocated to Lot , on all matterssubmitted to vote at that meeting of the Fountain Park Community Association, Inc. to beheld on , 20 . The undersigned hereby ratify and confirm all such votescast on behalf of said lot at that meeting, and certify that they are fully authorized to execute thisinstrument of proxy on behalf of all owners of any fee interest in said lot. This the day of 20 Section 8. Voting List. At least ten (10) days before each meeting of members, the Secretaryof the Association shall prepare an alphabetical list of the members entitled to vote at such meeting

or any adjournment thereof, with the address of each, which list shall be kept on file with the book ofrecords of the Association. This list shall be produced and kept open at the time and place of themeeting and shall be subject to inspection by any members during the whole time of the meeting. Section 9. Waiver of Notice. Any member may waive notice of any meeting. Theattendance by a member at a meeting shall constitute a waiver of notice of such meeting, exceptwhere a member attends a meeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened. ARTICLE VI. BOARD OF DIRECTORS Section 1. Purpose, Number and Term of Office. The business and affairs of the Associationshall be managed by a Board of Directors which shall initially consist of three (3) Initial Directors. The Initial Directors shall be named in the Articles of Incorporation of the Association. The Initial Directors shall be appointed by the Declarant during the Declarant Control Period. However, at thefirst annual meeting of the membership of the Association following the end of the Declarant Control Period, the number of Directors of the corporation may be increased to consist of five (5)members (or representatives of corporate or other non-human members). At this first annualmeeting, the Members may elect one director to serve for a term of one year, two directors toserve for a term of two years, and two directors to serve for a term of three years, should theyelect to increase the number of directors to five (5). Ifthe Members elect to continue to maintaina board of four (4) Members, they shall elect a one year director, a two year director and two (2)three year directors. At subsequent annual meetings thereafter, the Members shall elect thenumber of directors needed to fill the vacancy or vacancies created by the director or directorswhose term(s) is (are) expiring to serve for a term of three (3) years. Directors need not be Members of the Association. Section 2. Election and Term. Except as provided in Section 6 of this Article V, themembers of the Board of Directors of the Association shall be elected by the membership of the Association at each annual meeting of Association members, and those persons who receive thehighest number of votes at a meeting shall be elected. If any Member so demands, the election of Directors shall be by ballot. Members or representatives of corporate or other non-human membersmay also serve as Directors of the Association. Cumulative and fractional voting are prohibited. Each Director shall hold office until his/her death, disability, resignation or removal, or until theexpiration of his/her term and election of his/her successor. Section 3. Removal. Any Director may be removed at any time with or without cause by avote of the members at a meeting held in accordance with these Bylaws. Section 4. Vacancies. In the event of the death, disability, resignation or removal of a Director, his/her successor shall be selected and appointed by the Board of Directors to serve untilthe next annual meeting of the members. Section 5. Powers and Duties. The Board of Directors shall have all the powers and dutiesof an executive board of a homeowners association as provided by Section 47F-3-102 and 103 of the

North Carolina General Statutes and related provisions of Article 3 of Chapter 47F of the North Carolina General Statutes, as the same may be amended from time to time. The Board of Directorsshall also serve as an architectural approval committee for the Subdivision on an “as needed” basis. The Board of Directors may not assign any of its powers, except that: (a) the officers of theassociation shall have the powers and perform the duties and functions assigned to them by these Bylaws and by the Board of Directors from time to time, and (b) the Board of Directors may appointthree members, who need not be Directors, to serve as an architectural committee in lieu of the Board. Section 6. Compensation. No Director shall receive compensation for any service he or shemay render to the Association in the capacity of Director. However, any Director may bereimbursed for actual expenses incurred in the performance of his or her duties. ARTICLE VII. MEETINGS OF DIRECTORS Section 1. Called Meetings. Meetings of the Board of Directors may be called by or at therequest of the President or any two (2) Directors. Section 2. Notice of Meeting. The person or persons calling a meeting of the Board of Directors shall, at least ten (10) days before the meeting, give notice thereof by any usual means ofcommunication. Such notice need not specify the purpose for which the meeting is called. Section 3. Waiver of Notice. Any Director may waive notice of any meeting. Theattendance by a Director at a meeting shall constitute a waiver of notice of such meeting, exceptwhere a Director attends a meeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened. Section 4. Quorum. A majority of the number of Directors fixed by these Bylaws shallconstitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 5. Manner of Acting. Except as otherwise provided in these Bylaws, the act of themajority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 6. Informal Action by Directors. Action taken by a majority of the Directors withouta meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed in the book of records of the Association, whether done before or after the actionso taken. Section 7. Participation in Meetings by Means of Conference Telephone. Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board orof such committee by means of a conference telephone or similar communications device bymeans of which all persons participating in the meeting can hear each other, and participation bysuch means shall constitute presence in person at such meeting.

Section 8. Committees of the Board. The Board may establish either standing or ad hoccommittees of the members to assist it in its work. The Board may appoint any number of members,who need not be Directors, to serve on a committee, and said members may be removed from thecommittee for any reason or no reason at all by the Board. ARTICLE VUI. OFFICERSSection 1. Designation. The officers of the Association shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as the membership may fromtime to time elect. The offices of Secretary and Treasurer may be held by the same person;otherwise, no two offices may be held by the same person. Section 2. Election and Term. The initial officers of the Association shall be elected by theinitial Directors of the Association. Subsequently, the officers of the Association shall be elected bythe Board of Directors. Immediately after each annual meeting of the members of the Associationand the election of a Board of Directors at that meeting, the Board of Directors shall meet to electofficers. The officers shall be elected to one-year terms, and each officer shall hold office untilhis/her death, disability, resignation or removal, or until the expiration of his/her term and theelection of his/her successor. Section 3. Removal. Any officer may be removed at any time with or without cause by the Board of Directors upon the affirmative vote or action by a majority of the Directors. Section 4. Vacancies. In the event of the death, disability, resignation or removal of anofficer, his/her successor shall be selected and appointed by the Board of Directors to serve until thenext annual meeting of the members of the Association. Section 5. President. The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise andcontrol all of the business and affairs of the Association. He/she shall, when present, preside at allmeetings of the members. He/she shall sign, with the Secretary, any deeds, mortgages, bonds,contracts, or other instruments which the Board of Directors has authorized to be executed, except incases where the signing and execution thereof shall be expressly delegated by the Board of Directorsor by these Bylaws to some other officer of the Association, or shall be required by law to beotherwise signed or executed; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President, together with the Secretary, shall execute any amendments to the Declaration or these Bylaws approved by the membership of the Association. Section 6. Vice-President. In the absence of the President or in the event of his/her death,inability or refusal to act, the Vice-President shall perform the duties of the President, and when soacting shall have all the powers of and be subject to all the restrictions upon the President, and shallperform such other duties as from time to time may be assigned to him/her by the President or Boardof Directors.

Section 7. Secretary. The Secretary shall: (a) keep minutes of the meetings of members, ofthe Board of Directors and of all Executive Committees in one or more books provided for thatpurpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws oras required by law; (c) be custodian of the corporate records and of the seal of the Association andsee that the seal of the Association is affixed to all documents the execution of which on behalf ofthe Association under its seal is duly authorized; (d) be authorized to certify and oversee therecordation of amendments to the Declaration or these Bylaws on behalf of the Association; (e)keep a register of the post office address of each member which shall be furnished to the Secretaryby such member; and (f) in general perform all duties incident to the office of Secretary and suchother duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and beresponsible for all funds and securities of the Association; (b) receive and give receipts for moneysdue and payable to the Association from any source whatsoever, and deposit all such moneys in thename of the Association in such depositories as shall be selected in accordance with the provisionsof Section 4 of Article IX of these Bylaws; (c) in general perform all of the duties incident to theoffice of treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors, or by these Bylaws. ARTICLE IX. CONTRACTS, LOANS, CHECKS, AND DEPOSITSSection 1. Contracts. The Board of Directors may authorize any officer or officers to enterinto any contract or execute and deliver any instrument in the name of and on the behalf of the Association, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidenceof indebtedness shall be issued in its name unless authorized by the Board of Directors. Suchauthority may be general or confined to specific instances. Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money,issued in the name of the Association, shall be signed by the President or the Treasurer of the Association. Section 4. Deposits. All funds of the Association not otherwise employed shall be depositedfrom time to time to the credit of the Association in such depositories as the Board of Directors mayselect. ARTICLE X. INDEMNIFICATIONAny person who at any time serves or has served as a Director or officer of the Associationshall have a right to be indemnified by the Association to the fullest extent permitted by law against(a) reasonable expenses, including attorneys' fees, incurred by him/her in connection with anythreatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action,

suit, or proceeding (and any appeal therein), whether or not brought by or on behalf of the Association, seeking to hold him/her liable by reason of the fact that he/she is or was acting in suchcapacity, and (b) reasonable payments made by him/her in satisfaction of any judgment, moneydecree, fine, penalty or settlement for which he/she may have become liable in any such action, suitor proceeding. Upon request for payment, the President of the Association shall promptly call a specialmeeting of the Board of Directors to obtain approval to pay the indemnification required by these Bylaws. Such approval may be general or confined to specific instances, and shall not beunreasonably withheld. Upon approval by the Board of Directors, the President shall promptly causethe indemnification to be paid to the requesting party. Any person who at any time after the adoption of these Bylaws serves or has served as a Director or officer of the Association shall be deemed to be doing or to have done so in relianceupon, and as consideration for, the right of indemnification provided herein. Such right shall inure tothe benefit of the legal representatives of any such person and shall not be exclusive of any otherrights to which such person may be entitled apart from the provision of these Bylaws. ARTICLE XI. DISSOLUTIONIn the event of dissolution of the Association, the residual assets of the Association will bedistributed to a nonprofit organization with purposes similar to those of the Association, or to anyother organization eligible under the provisions of Chapter 55A of the North Carolina General Statutes. ARTICLE XII. GENERAL PROVISIONS Section 1. Seal. The corporate seal of the Association shall consist of two concentric circlesbetween which is the name of the Association and in the center of which is inscribed SEAL; andsuch seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Association. Section 2. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 3. Amendments. The members of the Association may amend these Bylaws, repealthese Bylaws and/or adopt new Bylaws at any regular or special meeting of the members pursuant tothe then effective Bylaws of the Association. Any such amendment to these Bylaws, repeal of these Bylaws and/or adoption of new Bylaws shall only be effective if approved by a majority of a quorumof Members present at a meeting duly called for such purpose, in person or proxy. Any suchamendment shall be prepared and executed by the President or Vice President on behalf of the Association and shall be certified and entered into the record book of the Association by the Secretary of the Association.

Section 4. Definitions. Except for the terms specifically defined herein, the definitions setforth in the Declaration shall apply to the capitalized terms used in these Bylaws. Section 5. Conflicts. In the event of any conflict between the terms and provisions of these Bylaws and the terms and provisions of the Declaration, the terms and provisions of the Declarationshall control. Section 6. References to Statutes. All references herein to any statutory provisions shall beconstrued to include and apply to any subsequent amendments to or replacements of such provisions. This instrument, consisting of nine (9) pages, is hereby approved, accepted and adopted bythe undersigned as the Bylaws of Fountain Park Community Association, Inc. In witness Robert A. Auld, Sécretary/Treas.