BY-LAWS OF EAST GATE MANOR PROPERTY OWNERS

ASSOCIATION, INC.
Table of Contents
Article I:
Article II:
Article III:
Article IV:
Article V:
Article VI:
Article VII:
Article VIII:
Article IX:
Article X:
ARTICLE I.

Name and Location

Definitions
Identification
Membership
Meeting of Members
The Board of Directors: Selection; Term of Office; Meetings
The Officers of the Association
Corporate Books and Records
Execution of Checks and Contracts
Amendments

NAME AND LOCATION

The name of the Corporation is East Gate Manor Property Owners Association, Inc., hereinafter referred
to as the Association. The principal contact of the Association shall be located at P. O. Box 12,
Dellslow, West Virginia 26531, but meetings of Members and Directors may be held at such places within
the State of West Virginia, County of Monongalia, as may be designated by the Board of Directors.

ARTICLE II.

DEFINITIONS

SECTION 2.01: Association" shall mean and refer to East Gate Manor Property Owners Association,
Inc., a non-profit corporation organized and existing under the laws of the State of West Virginia, its
successors and assigns.
SECTION 2.02: "Articles of incorporation" shall mean the Articles of Incorporation of the Association, as
amended from time to time.
SECTION 2.03: "Member" shall mean and refer to every entity owning residential property or lot, in the
Subdivision.
SECTION 2.04: Subdivision" shall mean the Subdivision known as East Gate Manor, as now platted or
as may be shown on amended or extended maps of said Subdivision, which is situate in Morgan District,
Monongalia County, West Virginia.
SECTION 2.05: Owner shall mean and refer to the record owner, whether one or more persons or
entities of the fee simple title to any Lot which is a part of the Property, but excluding those having such
interest merely as a security for the performance of an obligation.
SECTION 2.06: Property shall mean and refer to that certain real property described above, and such
additions thereto as may hereafter be brought, within the jurisdiction of the Association.
SECTION 2.07: Lot shall mean and refer to any numbered plot of land shown upon any recorded
subdivision plat of the properties.
SECTION 2.08: Association Documents means documents approved by the Board of Directors.

SECTION 2.09: Common Properties shall mean and refer to those areas of land shown on the
subdivision plat, as amended from time to time in accordance herewith, as being intended to be devoted
to the common use and enjoyment of all Owners and Lots that may be transferred to the Association for
use as Common Properties.
SECTION 2.10: Declaration shall mean and refer to the Declaration of Covenants, Conditions and
Restrictions applicable to the Property recorded or to be recorded in the Office of the Clerk of Monongalia
County, West Virginia.

ARTICLE III. IDENTIFICATION

SECTION 3.01: Seal. The Seal of the Association shall be a disc inscribed with the name of the
Corporation, the year, and the State in which it is incorporated.
SECTION 3.02: Fiscal Year. The fiscal year of the Association shall begin on the first day of January in
each year and end on the last day of December in the same calendar year.

ARTICLE IV. MEMBERSHIP

SECTION 4.01: The members of the Association shall be persons or corporations who are owners, legal
or equitable, of numbered residential lots in the Subdivision, as now platted or as may be shown on
amended or extended maps of said Subdivision. Ownership of a numbered residential lot shall
automatically make the owner a member of the Association and such membership shall not be subject to
the approval of the Board of Director or other members of this corporation; provided, however, the
foregoing is not intended to include persons or entities that hold an interest merely as security for the
performance of an obligation. Further qualifications for membership, including associate membership in
the Association, shall be those prescribed in the Articles of Incorporation.
SECTION 4.02: The rights of membership are subject to the payment of annual dues and special
assessments levied by the Association, the obligation of which assessment is imposed against each
owner of and becomes a lien upon the property against which such assessments are made. Each
property owner shall have one vote shared equally by those persons owning a fee simple interest in that
property.
SECTION 4.03: The purchaser of any such lot shall pay to the Association at the time of purchase the
prorated portion of the annual assessment hereinafter provided for.
SECTION 4.04: Annual Assessments. Each year commencing with the year 1976, the board
of Directors of the Association shall convene, prior to the annual meeting, for the purpose of and shall fix
the amount of the annual charge per lot or unit based upon the maintenance needs and future needs of
the Association for the next succeeding year. Special assessments may be levied by the Board of
Directors during the year if deemed necessary. In the event that the Board of Directors fails to establish
an annual charge for any year, the annual charge for the last preceding year shall remain in effect.
SECTION 4.05: The annual assessments provided for herein shall become due and payable on the first
day of April of each year. The Board of Directors of the Association may provide for the payment of
annual and special assessments on a periodic basis. Notice of the annual and special assessments shall
be given in writing of the charge fixed and sent to each Member. As more fully provided in the
Declaration, each Member is obligated to pay to the Association annual and special assessments which
are secured by a continuing lien upon the property against which the assessment is made. If the
assessment is not paid within thirty (30) days after the due date, it shall be declared delinquent and shall
bear interest from the date of delinquency at the rate of 10% per annum. The Association may bring an
action at law against the Owner personally obligated to pay same; interest, costs and reasonable
attorneys fees of any such action shall be added to the amount of such assessment.

SECTION 4.06: Privileges of Membership. The Members and Associate Members of this Association (and
any person who both belongs to the family of a Member or Associate Member and as the same residence
as the Member or Associate Member to whose family he belongs, and any person who is the guest of a
Member or Associate Member to this Association), shall have the privilege of using the streets within the
Subdivision, the areas designated as parks and any other recreational areas or facilities within the
Subdivision that are owned by the Association in accordance with the restrictive covenants for the
Subdivision, the Articles of Incorporation and any such other rules for the use of such streets and parks
adopted from time to time by resolutions of the Board of Directors of the Association.

ARTICLE V. MEETING OF MEMBERS

SECTION 5.01: Place of Meetings. The Board of Directors may designate any one place, within 20 miles
of the subdivision, within the State of West Virginia, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors, members of President.
SECTION 5.02: Annual Meeting. Annual meeting of members shall be held on the second Saturday in
April, at 7:00 p.m. If that day shall not be a legal holiday; and, if it shall be a legal holiday, then on the first
following day, exclusive of Sundays, that shall not be a legal holiday. The place and time shall be
determined by the Board of Directors. At such meeting, the Directors shall be elected by ballot of the
member, in accordance with the provisions of the Articles of Incorporation or the Bylaws. The member
may transact other business at such meetings as may property come before them. Failure to hold the
annual meeting at the designated time shall not work any forfeiture of the Charter, dissolution of the
Association or the rights, power and duties of the Directors.
SECTION 5.03: Special Meetings. Special meetings of the members of the Association may be called at
any time by the President or by a majority of the Board of Directors, or upon the written request of 20% of
Association members who are entitled to vote.
SECTION 5.04: Notice of Meetings. Written notice of each meeting of the members shall be given by, or
at the direction of the Secretary or person authorized to call the meeting, by mail or personally, at least 10
days before such meeting to each member entitled to vote thereat. Such notice shall specify the place,
day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. If by
mail, such notice shall be deemed to be delivered when deposited in the U.S. mail, addressed to the
member at the address as it appears on the membership rolls of the Association, with postage thereon
prepaid.
SECTION 5.05: Quorum. A quorum shall be deemed to be present at any annual or special meeting of
the members of the Association, if at the meeting the owners of not less than ten (10) of the numbered
lots of the Subdivision are present.
SECTION 5.06: Voting at Meetings.
Clause 5.061: Voting Rights. The voting rights of the members of the Association
shall be as prescribed in the Articles of Incorporation.
Clause 5.062: Method of Voting. A vote attributable to a numbered lot in the
Subdivision shall be cast as follows:
(a) If the lot is owned by one person, the vote shall be cast by
that one person;
(b) If the lot is owned by more than one person, either as joint
tenants or tenants in common, the vote attributable thereto shall
be deemed properly cast if cast by any one of the tenants in the
absence of any objection, or contrary vote, by any other of them.
If two or more of them desire the vote to be cast in different ways,

or one of them desires that it not be cast, then the vote attributable
thereto shall be deemed properly cast if cast by a majority in
number of the tenants.
Clause 5.063: Proxies. Any person who is entitled to vote at any meeting of the
members of the Association may vote in person or by proxy executed in writing or
by a duly authorized attorney in fact. No proxy shall be valid after eleven (11)
months from the date of its execution or binding upon purchasers of property
from the then grantor of the proxy delivered to Secretary.
Clause 5.064: Attendance by United States Registered Mail. The members of the
Association shall be entitled to cast their vote for members of the Board of Directors and
upon all other matters arising at a meeting by United States Registered Mail, and for this
reason, the Board of Directors shall, when mailing the notice of meeting, also forward to all
members of the Association a complete list of the parties nominated for membership to the
Board of Directors and a complete and detailed list of all other questions to be voted upon at
the meeting, together with a ballot for voting on the members of the Board of Directors and a
ballot for voting on any proposed resolution or other matters coming before the meeting and
a list of instruction on voting including ballots forwarded to the address of the President of the
Association on or before the date designated for the annual meeting shall be included in
determining the quorum and in determining the vote upon any matter. All ballots shall be
mailed by registered mail, return receipt requested, and any ballot not received shall be
presumed not to have been mailed.
Clause 5.065: Order of Business. At all meetings of the members, the order of
business shall be as follows:
Appointment and report of a committee to determine if a quorum
is present.
Presentation of proofs of the due calling of the meeting.
Reading, correction and approval of minutes of previous meeting.
Report of the Board of Directors, if an annual meeting.
Report of Officers.
Report of Committees.
Election of Directors, if an annual meeting.
Unfinished business.
New business.
Charges against any Director or Officer.
Adjournment.

ARTICLE VI. THE BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE; MEETINGS

SECTION 6.01: Qualification, Election, Term of Office. The affairs of the Association shall be managed by
a Board of five (5) Directors, each of who shall be a member of the Association. Each member of the first
Board of Directors designated in the Articles of Incorporation shall serve until the first annual meeting of
the Association to be held on the second Saturday in April 1976, or in an event that said annual meeting
is not held on such date, until such period of time as said annual meeting is held and new Directors
elected. Thereafter, an entire Board of Directors shall be elected by the members of the Association, at
each annual meeting of the members, and each of the five (5) Directors so elected shall serve for a term
of one (1) year, but shall hold office until his successor shall have been chosen and qualified. Election to
the Board of Directors shall be by a written ballot. At such election, the Members may cast, in respect to
each vacancy, as many votes as they are entitled to exercise under the provisions of these By-Laws. The
person receiving the largest number of votes shall be elected.

SECTION 6.02: Vacancies. Any vacancy that shall occur in the Board of Directors by death, resignations
or otherwise shall be filled by a majority vote of the remaining Directors, and the Director so chosen shall
serve until the next annual meeting of the members of the Association or until such time as his successor
is chosen and elected by the members of the Association.
SECTION 6.03: Nomination. All nominees for Directors must be members of the Association.
Nominations for the election to the Board of Directors may be made in writing to the Secretary prior to an
annual meeting. Nominations may also be made from the floor at the annual meeting; such nominations
must be made by Members.
SECTION 6.04: Annual Meeting. The Board of Directors shall hold an annual meeting immediately after
the annual meeting of the members of the Association for the purpose of organization, election of officers
and taking action on any other business that properly may be brought before the meeting.
SECTION 6.05: Special Meeting. Special meetings of the Board of Directors shall be called at any time by
the President and shall be called on the written request of any two (2) Directors, after not less than three
(3) days notice to each Director.
SECTION 6.06: Notice of Meetings. A written or printed notice stating the place, day and hour of the
annual or a special meeting shall be delivered or mailed by the Secretary to each Director at least three
(3) days before the date of the meeting. Notice of any meeting of Directors may be waived by any
Director in a writing filed with the Secretary before the time of the meeting, at the time of the meeting, or
after the time of the meeting, or by attendance in person.
SECTION 6.07: Place. All meeting of the Board of Directors of the Association shall be held at such place
as may be specified in the respective notices or waivers of notice thereof.
SECTION 6.08: Quorum. A majority of the whole Board of Directors shall be necessary to constitute a
quorum thereof, except for the filling of vacancies, which shall require a majority of the existing Directors
for a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 6.09: Action Taken Without a Meeting. The Directors shall have the right to take any action in
the absence of a meeting which they could take at a meeting by obtaining the written approval of all the
Directors. Any action so approved shall have the same effect as though taken at a meeting of the
Directors.
SECTION 6.10: Regular Meetings. Regular meetings of the Board of Directors shall be held at such
place and hour as may be fixed from time to time by resolution of the Board, but not less frequently than 4
times per year.
SECTION 6.11: Powers and Duties of Directors:
Clause 6.111: Powers. The powers of the Board shall include, but not be limited
to, the following:
(a) The power to adopt and publish rules and regulations governing
the use of those parts of the subdivision that are or will be owned by
or are otherwise under the control of, the Association and the personal
conduct of the members and their guests within the subdivision properties,
and to establish and enforce penalties for the infraction thereof as provided
for in the Declarations;
(b) The power to exercise for the Association all the powers, duties and
authority vested in or delegated to this Association and not reserved to the
membership by other provisions of these By-Laws, or the Articles of

Incorporation;
(c) Declare the office of a Member of the Board of Directors to be vacant
in the event such Member shall be absent from 3 consecutive regular meetings
of the Board of Directors;
(d) Employ an independent contractor, or such other employee, as they
deem necessary, and to prescribe appropriate duties and compensation;
(e) That the Board of Directors shall suspend the voting rights of a Member
during any periods in which such member shall be in default in the payment
of any assessment of the Association; and
(f) To do any and all acts not prohibited in the By-Laws which are in the best
interest of the Association and its Members and which promote the general
health and welfare of the community.
Clause 6.112: Duties. The duties of the Board of Directors shall include (but
not be limited to), the following:
(a) The duty to fix, at least thirty (30) days prior to the first day of April in
each year, the amount of the annual charge that is to be made against each
Member of the Association pursuant to the provisions for such a charge that
are contained in the Articles of Incorporation, these By-Laws and in the
restrictive covenants of the corporation and exercise all rights, powers and
privileges bestowed upon it by the Charter and these By-Laws; and
(b) Cause to be kept a complete record of all of its acts and corporation
affairs and to present a statement thereof to the Members at the annual
meeting of the Members, or at any special meeting when such statement is
requested;
(c) Procure and maintain adequate liability insurance on the Board and
hazard insurance on property owned by the Association as it may deem
appropriate; and
(d) Cause the common area, if any, to be maintained.
SECTION 6.12: Adoption of Rules and Regulations. The Board of Directors shall adopt rules and
regulations relating to the use and enjoyment of the streets, sewage system, parks and any recreational
area of facilities within the Subdivision that are owned by the Association, which rules shall include, but
not be limited to, a schedule of fines for violation of speed limits established for the Subdivision.
SECTION 6.13: Committees. The Board of Directors may create such temporary and standing
committees as it shall deem necessary and shall assign to each committee so created such duties as the
Board of Directors shall consider proper for assignment to such committee. The Board of Directors shall
choose committee members from the membership of the Association, and each such committee member
shall serve at the pleasure of the Board of Directors.
SECTION 6.14: Informal Action by Directors. Any action required or permitted to be taken at any meeting
of the Board may be taken without a meeting if a written consent if filed with the minutes of the Board.
SECTION 6.15. Indemnification. Each Director of the Association, in consideration of his services as
such, shall be indemnified by the Association to the extent permitted by law against expenses and
liabilities reasonably incurred by him in connection with the defense of any approved action, suit or

proceeding, civil or criminal, to which he may be a party by reason of his past or present role in the
Association unless such action was a result of gross negligence or willful misconduct.

ARTICLE VII. THE OFFICERS OF THE ASSOCIATION

SECTION 7.01: Number. The officers of the Association shall be a President, a Secretary and a
Treasurer, and, in addition, the Directors may choose not more than three (3) Vice Presidents. Any
person may hold two (2) offices at the same time, except the offices of president and Secretary. No
officer, except the President, need be a Director.
SECTION 7.02: Election and Term of Office. The officers shall be chosen annually by the board of
Directors at the annual meeting of the Board of Directors. Each officer shall hold his office until his
successor shall have been chosen and qualified, or until his death, resignation or removal.
SECTION 7.03: Removal. Any officer may be removed, with cause, at any time, by a vote of not less than
three (3) Directors, at a special meeting of the Board of Directors called for the purpose of considering the
removal. A Director against whom a charge for removal has been asserted may be represented at the
hearing in the Special Meeting by counsel.
SECTION 7.04: Vacancies. Any vacancy in any office because of death, resignation or removal, or
otherwise caused, shall be filled for the unexpired portion of the term by a person chosen by the Board of
Directors.
SECTION 7.05: The President: The President, who shall be chosen from the Directors, shall have active
executive management of the operations of the Association, subject, however, to the control of the Board
of Directors. He shall appoint all members of the Committees and define their duties as may be necessary
to carry on the work of the Association.
SECTION 7.06: Vice President. Vice President shall have such powers and perform such duties as the
Board of Directors may prescribe or as the President may delegate to him. In the case of absence or
inability to act of the President, a Vice President shall temporarily act in his place.
SECTION 7.07: Secretary. The Secretary shall keep the minutes of the meeting of the Association and
have custody of all books and papers relative to the current transaction of the Association subject to the
convenience of the other officers and to the Association. The Secretary shall maintain the responsibility
of overseeing that all notices and letter concerning annual and special meetings of the Association and
the Board of Directors are properly distributed. The Secretary will also provide members with names,
addresses, and telephone numbers of all property owners; and shall, in general, perform all duties
incidental to the office of Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.
SECTION 7.08: Treasurer. The Treasurer shall be the financial officer of the Association; shall collect all
assessments, keep all accounts, pay all bills approved by the Board of Directors, be responsible for all
funds of the Association and report these at the annual meeting of the Association and at meetings of the
Board of Directors. The Treasurer shall have custody of, and be responsible for, all funds of the
Association and shall deposit all such funds in the name of the Association in such banks, trust
companies or other depositories as shall be selected by the Board of Directors; shall receive and give
receipts for, moneys due and payable to the Association from any source; shall disburse the funds of the
Association in accordance with the instructions of the Board of Directors of the Association; shall render
to the President, on request, an account of all his transactions as Treasurer and of the financial condition
of the Association; and shall, in general, perform all the duties incidental to the office of Treasurer and
such other duties, as from time to time may be assigned to him by the Board of Directors or the President.

ARTICLE VIII. CORPORATE BOOKS AND RECORDS

SECTION 8.01: Place of Keeping, in General. Except as otherwise provided by the laws of the State of
West Virginia or these By-Laws, the books and records of the Association may be kept at such place or
places as the custodian thereof may select, but all of such books and records shall be open for inspection
by any member of the Association for proper purposes at any reasonable business hours upon proper
written notice of same.

ARTICLE IX. EXECUTION OF CHECKS AND CONTRACTS

SECTION 9.01: Execution of Checks. Every check for the payment of money of the Association, and
every promissory note of the Association, shall, unless otherwise ordered by the Board of Directors or
required by law, be signed by the President and the Treasurer of the Association.
SECTION 9.02: Execution of contracts. Every contract to which the Association shall be a party, shall be
executed in its name by its President or a Vice President and attested by the Secretary and the Secretary
shall, when doing so shall be appropriate, affix the seal of the Association to such contract.

ARTICLE X. AMENDMENTS
SECTION 10.01: In General. The power to add to, alter, amend or repeal (wholly or in part) these ByLaws is vested in the Board of Directors. The affirmative vote of all five (5) Directors shall be necessary to
effect any addition to, or alteration, amendment or repeal of these By-Laws, except that these By-Laws
shall not be altered, amended or repealed at any time prior to January 1, 1977.
SECTION 10.02: In the case of any conflict between the Articles of Incorporation and these By-Laws, the
Articles shall control; in the case of any conflict between the Declarations and these By-Laws, the
Declarations shall control.

BY-LAWS OF EAST GATE MANOR PROPERTY OWNERS ASSOCIATION, INC.

PREPARED BY:

Angela R. Winslow, Esquire

DICKIE, McCAMEY & CHILCOTE, P.C.
Two PPG Place, Suite 400
Pittsburgh, Pennsylvania 15222