Section 1. Name

The name of the corporation shall be the Moyaone Association (hereinafter called the 'Association').

Section 2. Seal

The corporate seal shall have inscribed thereon the name of the Association, the year of its organization, and the word "Maryland". The Board of Directors may recommend to the membership the adoption of any additional designs or inscriptions to be included on the seal.

Section 3. Newsletter

"Smoke Signals" is the official newsletter of the Moyaone Association. The Editor is appointed by the Board of Directors.

Section 4. Fiscal Year

The fiscal year for the Association shall begin each year on January I and end on December 31.

Article II - Purpose and Policy

Section 1. Purpose

The Moyaone Association is a non-profit organization which serves to preserve the covenants and scenic easements which come as a permanent part of land ownership within the confines of the Moyaone Reserve predominately composed of homesites of five acres or more. The association is organized to promote the values of environmental and historical protection, the preservation of our local ecosystems and the rural character of the Moyaone Reserve and its neighboring areas in a manner congenial to the membership. It provides a forum for the discussion and debate of issues such as land use, development, and zoning in the surrounding Charles and Prince George's Counties which directly or indirectly affect property, roads and private foundations within the Reserve.

Section 2. Policy

The policy of the Association shall be to promote the interest of the members generally in the orderly growth and development of the community by utilizing available funds and the united efforts of the members to provide necessary services and amenities of community life under conditions within the control of the membership.

Article III -Membership

Section 1. Qualifications

(A) There shall be two types of memberships in the Moyaone Association: Full Membership and Associate Membership. All members shall have the same rights and privileges in the Association, except that only Full Members shall have the right to vote. All memberships are renewed annually upon payment of dues.

(1) Full membership in the Association shall, upon payment of dues, be available to any person who owns covenanted land in the Moyaone Reserve and is a resident of the Moyaone Reserve.

(2) Associate Membership in the Association shall, upon payment of dues, be available to any person who owns covenanted land in the Moyaone Reserve or is a Lessee of covenanted land in the Moyaone Reserve and is a resident on such Land.

(3) Each Full Membership in the Association shall entitle the holder or joint holders thereof to one vote in the Association, and a single parcel of Land may not constitute the basis for more than one Full or Associate Membership. Ownership of more than one property within the Moyaone Reserve shall not entitle an individual or joint holder to more than one vote. Under no circumstances may any individual hold or share more than one membership in the Association.

(B) Definitions, as used in this section:

(1) The term "covenanted Land" means Land protected by federal scenic easement restrictions and/or substantially similar covenanted restrictions thereon prohibiting the subdivision of such Land into tracts of less than five acres, restricting clearing and cutting of trees, non-residential uses, and all other specified uses.

(2) The term "resident of such Land" means living on covenanted Land in the Moyaone Reserve as a principal place of abode.

(3) The term "Moyaone Reserve" means those covenanted Lands in Prince George's and Charles Counties, Maryland that are situated in the area lying between the Potomac River, Piscataway Creek, Wharf Road, the Federal scenic easement boundary along or adjacent to Farmington Road to the intersection of Livingston Road, a direct line drawn from the intersection of Farmington and Livingston Roads to the intersection of Old Marshall Hall and New Marshall Hall Roads, New Marshall Hall Road to the county Be, a direct line drawn from the intersection of New Marshall Hall Road and the county line to the intersection of Branitan Road and Marshall Hall Road, and Marshall Hall Road to the Potomac River, and that meet the conditions specified in subparagraph (a) or (b) below:

(a) The Lands are (as of January II, 1963) parts of those areas designated as Bonds Retreat; Cactus Hill 1, 11. II1, and IV; Apple Valley 1, 11, and 111; Auburn; Poplar Hill; or those which were, as of February 21, 1954, Lands from or adjoining Bonds Retreat farm and owned by charter members of the Moyaone Company.

(b) The Lands may constitute a single-residence homesite of five acres or more in area that is within the Moyaone Reserve as described in section (B) (3) above, is contiguous to federal land or other covenanted land in the Moyaone Reserve, and meets the other conditions prescribed in subparagraph (B) (1) above. Notwithstanding the foregoing provisions of this subparagraph regarding the minimum area required for homesites, one single residence homesite of less than five acres, but not less-than two acres, which otherwise meets the conditions prescribed in this subparagraph or in subparagraph (b) above, may be included for each ten single-residence homesites of five acres or more that are included in the Moyaone Reserve under this subparagraph.

(4) The term "joint holder" describes membership when two or more persons holds an interest, jointly or in common, in land that constitutes the basis of qualification for membership. In such cases, only one membership may be held jointly in the names of all such persons. In the event that a husband or wife owns such a parcel of Land separately, the husband and wife may hold only one membership jointly if they are members of the same household. The child of any member(s), upon request of such member(s), shall be permitted to hold membership jointly with such member(s) if such child is over eighteen years of age and is a member of the household of the parent(s). In the case of joint membership, any one of the joint members may act for and represent all of the joint members of that joint membership. In no case shall joint membership entitle the holders thereof to more than one vote.

Section 2. Termination of Membership

(A) Membership may be terminated

(1) By failure to pay Association dues, or

(2) By written request of the member delivered to the President or Secretary of the Association, or

(3) Upon the sale or other disposition by the member of the property which was the basis of qualification for membership.

(B) Termination of membership shall not constitute revision or cancellation of the status of "covenanted Lands" within the Moyaone Reserve or the cancellation of any financial obligations (past, current or future) to the Association for payment of fees for road maintenance or any other assessed fees.

Section 3. Renunciation of Association assets or earnings by the Membership

Each member, by acceptance of membership in the Association, renounces (and will be construed to have renounced for all heirs, successors, representatives, and assigns) each and every right under any present or future law to participate at any time in the net earnings of the Association, or in the assets of the Association upon liquidation or dissolution; provided that such renunciation by each member individually does not impair the right of the Association to dissolve itself and to make any suitable provision for the distribution of the assets of the Association.

Article IV - Board of Directors

Section 1. Composition

(A) The Board of Directors of the Association shall be composed of five members: President, Vice-President, Comptroller, Secretary, and Director-at-Large.

(B) The President, the Vice-President, and the Director-at-Large shall hold office for one year. The Comptroller and the Secretary shall hold office for two years.

(C) The President, Vice-President, Comptroller and Secretary of the Board of Directors shall be those persons who hold the same positions as officers of the Association.

Section 2. Qualifications

All members of the Board of Directors shall be Full Members of the Association in good standing for a period of at least two years.

Section 3. Nominations and Elections

Nomination and election of the members of the Board of Directors shall be as provided in Article VI of these by-laws.

Section 4. Vacancies

A vacancy in the Board of Directors shall occur upon the death, resignation, removal, or disqualification of a director. A director may resign by notice in writing to the Secretary or President. A director may be removed by a two-thirds vote of the members, present in person or by proxy, at a meeting properly called for such purpose, notice of which must announce the proposed action and grounds, and must be mailed or delivered to the members and to the director in question. A director shall lose his office automatically if he is absent from more than half the board meetings held in any period of six consecutive months during his term of office except in any such period in which three or fewer meetings are held by the board. If a vacancy occurs on the Board of Directors, the board may fill such vacancy until the next annual meeting of the members.

Section 5. Meetings

The Board of Directors shall hold regular meetings at least quarterly on a schedule determined by the Board. Special meetings may be held upon the call of the President, or upon written request to the Secretary and signed-by at least two board members. The Secretary shall give notice of regular and special meetings to each director at least three and not more than ten days before the date of the meeting. Notice of each special meeting must state the object of the meeting, and no business other than that specified may be transacted. A majority of the board members shall constitute a quorum at any board meeting.

Section 6. Powers and Responsibilities

(A) The Board of Directors shall be the principal authorized governing body of the Association on all matters and in ways hereinafter described.

(B) The Board of Directors shall have the power to administer or supervise projects and activities of the Association; to carry on ordinary and necessary business of the Association; to delegate authority to officers, employees, or other persons; to prepare budgets for the general administration of the Association and for the financing of particular projects and activities; to designate persons or groups to manage and administer projects; to spend money for the purposes and within the dollar limits of the membership approved budget; to employ professional or other persons; and carry on other activities in accordance with the plan and budget approved by the membership.

The sale, lease, transfer of property rights (except for lots: Apple Valley 24, Poplar Hill 5 and Poplar Hill 13. which may be sold by resolution of the Board of Directors), or mortgage of Association real property may be authorized only by resolution of the membership. The proposed real property transactions shall be included in the meeting notice.

(C) Planning shall be a responsibility of the Board of Directors. Plans for projects and activities which further the policy of the Association as defined in Article 11, Section 2, and for such other projects and activities which, in the opinion of the Board seem appropriate, shall be prepared in sufficient detail by the Board for consideration of the membership. The Board shall prepare a budget for projects and activities of the Association for each fiscal year and submit it to the membership for review, modification and approval at a meeting prior to the beginning of the fiscal year. The membership may subsequently alter the budget at future meetings. Any member may propose such projects and activities in writing to the Board, and may, if the Board refuses or fails to prepare the proposal for submission to the membership, introduce the matter in the regular order of business at any annual meeting or at any special meeting called for such purpose.

(D) Execution of plans, projects, and activities approved by the membership at a properly called meeting shall be a primary responsibility of the Board.

Section 7. Authority or Mail Vote

Whenever any question arises which the Board considers should be put to a vote of the membership and the Board deems it inexpedient to call a special meeting to consider such question, the Board may, unless otherwise required or prohibited by these by-laws, submit such matter to the membership in writing by mail for vote and decision; and the question thus presented will be determined according to a majority, or such other fraction as may be required by these bylaws, :of the valid votes received by mail within three weeks after such submission to the membership, provided that, in each case, votes of at least one third of the voting members are received. If, in the unanimous opinion of the Board of Directors, an emergency exists, the three week period may be shortened to one week, provided that notice to that effect is included in submitting the question to the membership for their vote. Any and all action taken in pursuance of a mail vote in each such case shall be binding upon the Association and each member thereof

Article V - Financial Trustees

(A) There shall be three Financial Trustees whose terms of office are three years. The terms shall be staggered such that one term will expire each year. The Financial Trustees shall have the same qualifications as the Board of Directors as specified in Article IV, Section 2.

Nominations and elections shall be as for directors as provided in Article VIII, Section 2 and Article VI, Section 7. At the first election after adoption of the Article, the terms of office shall be for a one-year term, a two-year term, and a three-year term; thereafter, terms of office shall be three years.

The procedure for vacancies among the Financial Trustees shall be the same as for Directors prescribed in Article IV, Section 4.

(B) The Financial Trustees shall meet at least quarterly on a schedule determined by the Financial Trustees.

(C) The three Financial Trustees shall manage the Investment Fund and Pool Replacement Fund, shall annually during the budget preparation forecast the investment income available for expenditure, shall conduct an annual audit of the Comptroller's and the Pool Treasurer's records, and shall provide continuity and review of Association finances.

The Investment Fund shall consist of the investments of the Association and any earnings thereof, and any proceeds from the sale of the building lots. Only the earnings from this fund shall be available for expenditure. Investment Fund capital shall be spent only as authorized by a two-thirds vote of Membership.

The Pool Replacement Fund shall consist of the present pool sinking fund plus annual contributions from pool operations and Fund earnings. The Fund shall be spent only by resolution of the Membership and only for replacement of the swimming pool, unless otherwise authorized by a two-thirds vote of the Membership.

The Financial Trustees shall by two-thirds or unanimous vote decide the investment of the Investment Fund and the Pool Replacement Fund in accordance with guidance established by the Membership. Documents for transactions of the Funds shall require the signatures of both the President and the Comptroller of the Association. The Financial Trustees shall confer with the Board quarterly on finances.

(D) The Financial Trustees shall conduct an annual audit of the records of the Comptroller and Pool Treasurer and report to the Membership prior to the annual meeting. At the annual meeting of the Association the Financial Trustees shall give an assessment of the Association finances.

Article VI - Officers and Elections

Section 1. Officers and Director-at-Large

(A) The officers of the Association shall be a President, a Vice-President, a Comptroller, and a Secretary. Persons elected as officers of the Association shall be members of the Board of Directors of the Association and shall hold the same positions as officers of the Board.

(B) There shall also be elected annually a Director-at-Large who shall be a member of the Board of Directors, but shall not be an officer of the Association.

Section 2. President

The President shall preside at all meetings of the membership and at all meetings of the Board of Directors. He shall sign all contracts and other instruments on behalf of the Association, unless otherwise provided by resolution of the Board of Directors. He shall perform all other duties usually incident to the office of President or assigned by the Board of Directors, or the membership. The President shall serve as an ex-officio member on all committees of the Association. The President shall report quarterly to the membership. The term of the office of the President shall be one year.

Section 3. Vice-President

The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as may be assigned by the Board of Directors or the membership. The term of the office of Vice President shall be one year.

Section 4. Secretary

The Secretary shall maintain a mailing list of all current members and use it for communication and verifying meeting participation and eligibility for voting. No official list may be provided to anyone for commercial use or solicitations of any kind. The term of office of Secretary shall be two years.

Section 5. Comptroller

The Comptroller shall have custody of the books and other financial records of the Association, and shall supervise the keeping of the financial records. He shall have responsibility for preparing the budgets of the Board of Directors, including the budget for the necessary and ordinary operations of the Association. The Comptroller shall be the chief fiscal officer of the Association and shall have the duties and powers usually incident to the office of the Treasurer and Comptroller, or assigned by the President, the Board of Directors, or the membership. The term of office of the Comptroller shall be two years.

Section 6. Multiple Offices, Additional Offices

Directors may serve on any standing or special committees of the Association; but no person may simultaneously hold two or more of the positions named in Section I of this Article.

Section 7. Elections

(A) Elections for the officers of the Association and for the Director-at-Large shall be by secret, written ballot, except that a motion to vote otherwise shall be in order in any case in which only one person is nominated for a position.

(B) Nominations and eligibility for voting shall be as elsewhere prescribed in these by-laws, and elections shall take place at the annual membership meeting.

(C) Write-in votes shall be permitted unless otherwise specified in these by-laws.

Article VII - Membership Meetings

Section 1. Regular Meetings

There shall be two regular meetings of the Association each year. The annual meeting of the Association shall be held in the month of May of each year at a time and place as designated by the Board of Directors in the vicinity of Accokeek, Maryland. A second membership meeting will be held in December of each year to approve the budget, among other business. All membership meetings other than these annual meetings will be special meetings, at which only business indicated in the notice of the meeting may be acted upon unless otherwise expressly authorized in these by-laws.

Section 2. Special Meetings

Special meetings shall be called by the Secretary of the Association on request to the President, or when directed by a resolution of the Board of Directors, or within five days after receipt by him of a petition therefore signed by at least ten members of the Association.

Section 3. Notice

A regular or special meeting of the membership shall be called by written notice being mailed or delivered to all members at least ten and not more than thirty days prior to the date of the meeting. The notice of meeting shall specify the specific business to be considered at the meeting.

Section 4. Quorum

The presence in person or by proxy of one-third of the members entitled to vote shall be sufficient to constitute a quorum for the transaction of business; and, in case there is less than this number, the presiding officer may adjourn the meeting from time to time until a quorun is present. Only Full Members in good standing shall be counted in determining a quorun.

Section 5. Order of Business

The order of business at membership meetings shall be:

(1) Call to order and determination of due notice of the meeting;

(2) Determination by the Secretary of presence of a quorum;

(3) Correction of minutes of previous meeting;

(4) Reports of officers, directors, committees, and subsidiaries;

(5) Old business;

(6) Election of officers and directors, if appropriate;

(7) New business; and

(8) Adjournment.

Section 6. Parliamentary Authority

All meetings of the membership, Board of Directors, and comrnittees shall be governed by Robert's Rules of Order (Revised), unless otherwise provided in these by-laws.

Section 7. Voting

(A) Except as otherwise provided in these by-laws, each Full Membership entities the holder or joint holders thereof to one vote a membership meetings on all questions put to a vote, and all questions at meetings of the members shall be decided by majority vote.

(B) Voting by proxy is subject to the limitation that only a Full Member may serve as a proxy, (delete "that no member may vote more than one proxy'), and that a member may vote by proxy only if the Secretary in writing in advance of the vote.

(C) No member otherwise qualified to vote shall lose his vote because he is an officer of the Association or because he serves as Chairman of its meetings. Such a person may vote by proxy.

Article VIII - Committees

Section 1. Nominating Committee

(A) The President shall appoint a Nominating Committee that shall consist of three members, one of whom shall be a past President of the Association if available for such service. The Nominating Committee Members and planned meeting date shall be announced in "Smoke Signals" at least 45 days before the annual meeting. The announcement must include a solicitation for all full members to propose possible nominees or volunteers for all Board openings and then allow at least ten days for responses to the Committee chairperson before determining, by majority vote, a proposed slate for the Board. However, unsuccessful execution of this announcement will not relieve the Nominating Committee of its obligation to submit to the membership at least ten days prior to the meeting a slate of nominees for elective positions to be filled at the annual meeting.

(B) Additional nominations may be made by any member in good standing at the annual meeting.

Section 2. Operating Committees

The Association shall maintain five standing committees: Roads; Public Affairs; Pool; Building and Grounds: and, Welcoming and Membership. The chairpersons are nominated by the President and presented to the Board for confirmation by majority vote. Chairpersons shall serve two-year renewable terms and can be dismissed by majority vote of the Board. Each chairperson reports to the Board and can select the members of her or his committee. Chairpersons shall report at least yearly to the membership at the annual meeting.

Section 3. Other Committees

The Board of Directors or the membership may provide for the establishment of additional standing or special committees to carry out the functions of the Association.

Article IX - Amendment of the Bylaws