THIRD AMENDMENT AS RECORDED AT THE COURTHOUSE

THIRD AMENDMENT TO THE

DECLARATION OF BYLAWS, RESTRICTIONS, AND PROTECTIVE COVENANTS PERTAINING TO WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC. MORGAN DISTRICT MONONGALIA COUNTY, WEST VIRGINIA

This Amendment to the Declaration of Bylaws, Restrictions, and Protective Covenants Pertaining to Westbrook Heights Homeowners Association, Inc., Morgan District, Monongalia County, West Virginia, made this 21st day of April, 2002, by Selba Corporation, (hereinafter referred to as "Developer"), the Board of Directors of the West Brook Heights Homeowners Association, Inc., (hereinafter the "Board" and “Association”, respectively), and ratified by a majority of all owners of lots or Units in Westbrook Heights Subdivision.

WHEREAS, Westbrook Heights Subdivision was created prior to the enactment of the West Virginia Common Ownership Act (West Virginia Code Chapter 36B) on July 1, 1986 (hereinafter the "Act"); and

WHEREAS, certain provisions of the Act apply retroactively to Westbrook Heights as more particularly set forth in West Virginia Code Chapter 36B, Article 1, Section 204; and

WHEREAS, the Developer has established a general plan for the improvement and development of the premises described and shown in the aforesaid plat has established certain covenants, conditions, reservations, restrictions, easements, liens and charges (hereinafter, "Covenants") on the use of the aforesaid property by the Developer and its successors in title which Declaration of Bylaws, Restrictions, and Protective Covenants Pertaining to Westbrook Heights Homeowner Association, Inc., Morgan District, Monongalia County, West Virginia, are recorded in the Office of the Clerk of the County Commission of Monongalia County, West Virginia, in Deed Book No. 930 at Page No. 246, and the First Amendment thereto which is recorded in the Office of said Clerk in Deed Book No. 1141 at Page No. 317, and the Second Amendment thereto which is recorded in the Office of said Clerk in Deed Book No. 1160 at Page No. 642 (hereinafter collectively referred to as the "Declaration"); and

WHEREAS, the official Map or Plat of Westbrook Heights is recorded in the Office of said Clerk in Map Cabinet No. 3 in Envelope Nos. 34A and 34B; and

WHEREAS, the Westbrook Heights Homeowners Association, Inc., a nonprofit corporation organized under the laws of the State of West Virginia, was  establish  as the entity  delegated the power, duty and authority to maintain and administer community properties and facilities located within said planned community, and to administer and enforce the Covenants, and to collect, hold, manage and expend all assessments and charges collected as hereinafter provided, and to otherwise do all things proper and necessary to  ensure compliance with the Covenants for the mutual benefit of the owners of all lots in Westbrook Heights; and

    WHEREAS, the Westbrook Heights Homeowners Association, Inc., is the owner of Lot No. 78 by Deed recorded in the Office of said Clerk in Deed Book No. 1096 at Page No. 211, and the Owner of the streets and roadways as shown on the above Map or Plat by Deed dated March 15, 1995, and recorded in the Office of said Clerk in Deed Book No. 1105 at Page No. 160; and

WHEREAS, the parties hereto deem it desirable and necessary to perpetuate the imposition of such covenants, supplementary conditions, reservations, restrictions, easements, liens and charges upon the said property in order to protect and insure the preservation of the values and amenities of the said planned community for the benefit and complement of all the lots contained therein and all owners thereof, now and in the future; and

WHEREAS, the Developer, Board and Membership of the  Association also desire to make certain modifications and Amendment to the Declaration for the purposes of: (1) resolving and alleviating the above conflicts between the existing Covenants and the West Virginia Common interest Ownership Act; (2) clarifying certain issues pertaining to operation of the Association, its Bylaws and the conduct of its business;  (3) modifying certain existing provisions of the Covenants and Bylaws for the purpose of delineating which provisions of the existing Declaration are Covenants and which provisions are Bylaws to facilitate daily operation of the Association and conduct of its business; and (4) severing the actual By-Laws of the Association into a second document independent of the Declaration as recorded so that the By-Laws may not, in the future match the By-Laws recorded with and incorporated into previous versions of the Declaration; and

NOW, THEREFORE, WITNESSETH:  Selba Corporation, the Association, and the undersigned owners, constituting a majority of the voting interest attributable to all Units in Westbrook Heights Subdivision, Morgan Tax District of Monongalia County, West Virginia,  hereby declare that the property known and designated as Westbrook Heights, as shown more fully on the plats of the Subdivision of record as aforesaid, shall be held, sold, and conveyed subject to the following covenants, conditions, reservations, restrictions, easements, liens and charges, all of which are intended and designed for the purpose of enhancing and protecting the value, desirability, and attractiveness of the real property subject thereto. Said covenants, conditions, reservations, restrictions, easements, liens and charges, and the right to enforce the  same, shall be deemed to run with the land thereby affected, and the same shall be binding upon all persons having or acquiring any right, title or interest in and to the subject property or any part thereof, and their heirs, administrators, executors, successors and assigns, and shall inure to the benefit of each owner thereof, and their heirs, administrators, executors, successors and assigns.

ARTICLE I

DEFINITIONS

Section 1.    “Association” shall mean and refer to the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC., a non-profit corporation organized and existing under the laws of the State of West Virginia.

Section 2.

“Common Properties”, “Common Areas” and “Common Elements”  shall mean and refer to any real estate in Westbrook Heights which is not a Lot and shall include, but not be limited to, streets, sewer and drainage systems, lighting systems, as well as any parks, playgrounds, commons, footways, including buildings, structures, personal properties incident thereto, and any other properties owned and maintained by the Association for common benefit and enjoyment of the members.  Any Lot owned by the Association and dedicated for use as a park or playground shall be included within this definition.

Section 3.    “Owner” and “Lot Owner” mean a Selba Corporation or other person or entity vested with ownership of a lot, but does not include a person having an interest in a lot solely as security for an obligation or any person who owns a leasehold or other term interest in a lot.  In the event that any lot is owned by more than one individual, entity or combination thereof, said individuals and entities shall be collectively referred to as “Owner”. When any Lot is owned by more than one individual or entity, those owners shall be collectively referred to as “Owner”.

Section 4.    “Lot” and "Unit" mean a physical portion of Westbrook Heights, other than Common Areas, designated for separate ownership or occupancy, the boundaries of which are described and set forth in individual deeds from Selba Corporation and which are more shown on that certain Map or Plat of Westbrook Heights Subdivision recorded in the Office of said Clerk in Map Cabinet No. 3 in Envelope Nos. 34A and 34B.  All real estate in Westbrook Heights shall be subject to the setback lines, easements and other restrictions and limitations set forth on said Map or Plat.

Section 5.    "Allocated interests" means the common expense liability, ownership of common areas, and votes in the Association, as hereinafter defined, as allocated to each lot by this document.

Section 6.    Allocation of common interests may be calculated as a fraction wherein the number of votes attributable to a Lot (pursuant to the acreage of the lot as set forth in Article VI herein below) is the numerator (representing one Lot) and the denominator is a number equal to the total number of votes within all dedicated phases of Westbrook Heights.  Lot owners holding a fee interest in a Lot may have their allocated interest increased or reduced by an amount equal to the number of Lots added to or subtracted from the Subdivision.

Section 7.

“Commonexpense" means expenditures made by, or financial liabilities of, the Association, together with any allocations to reserves.

Section 8.    "Common expense liability" means the liability for common expenses allocated to each lot pursuant to section one hundred seven, article two of this chapter.

Section 9.    "Subdivision” and “Westbrook Heights” shall mean all of the real property particularly described in that certain deed dated August 19, 1985, and of record in the Office of the Clerk of the County Commission of Monongalia County, West Virginia, in Deed Book No. 930 at Page No. 73, and as more particularly described and depicted on that certain Map or Plat of Westbrook Heights Subdivision recorded in the Office of said Clerk in Map Cabinet No. 3 in Envelope Nos. 34A and 34B, and includes all real estate with respect to which a person, by virtue of his ownership of a lot, is obligated to pay for real estate taxes, insurance premiums, maintenance or improvement of other real estate described in a declaration:

Section 10.    "Declaration" means this document, the previous recorded versions of this document, and any instruments, however denominated, that create a common interest community, including any amendments to those instruments.

Section 11.    "Residential purposes" means use for dwelling or recreational purposes, or both.

Section 12.    "Security interest" means an interest in real estate or personal property, created by contract or conveyance, which secures payment or performance of an obligation.  The term includes a lien created by a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security, pledge of an ownership interest in an Association, and any other consensual lien or title retention contract intended as security for an obligation.

ARTICLE II

COVENANTS AND RESTRICTIONS

Section 1.    All Lots in Westbrook Heights shall be used  subject to the following covenants and restrictions:

    (a) No lot shall be divided or subdivided for any reason except to permit nominal boundary line adjustments. A-1 members may purchase a portion of an unimproved lot but may not build on same.

    (b) No house trailer or temporary structure may be stored on any lot; recreational vehicles may be stored on lots, be no longer than 25 feet, and may not be kept on the street in front of any lot. This shall not prohibit the placing of a trailer or any other temporary structure, or construction vehicle upon the premises during, and incident to, the construction of a house upon said premises; such temporary structure, or construction vehicle shall be removed upon substantial completion of said house; no recreational vehicles or temporary construction structures may be used as a residence.

        (c) Storage structures, temporary or permanent, may be no larger than 10 feet by 14 feet (10x 1 4), must not exceed one (1) story in height, and must not infringe on any right-of-way or easement or be within five (5) feet on each corner.

    (d) No more than one dwelling shall be constructed on any one lot.

    (e) No more than one garage or car shelter shall be erected upon said premises, nor shall such structure be larger than an average-size three(3) slot garage or exceed one (1) story in height if detached.

    (f) Each owner shall keep all lots owned by him/her, and all improvements thereon, in good and reasonably attractive repair, including but not limited to the regular and timely seeding, planting and maintenance of lawns, the pruning and cutting of trees and shrubbery, and the painting (or other appropriate external care) of all buildings and other improvements. All construction work by or on behalf of lot owners shall be conducted in a manner and time which does not cause nuisance to residents of  WESTBROOK HEIGHTS.

    (g) No signs, billboards, or advertising devices of any kind except those in any subsequent sale of the property, shall be placed or otherwise installed on any residential lot or building within WESTBROOK HEIGHTS, except that signs may be used to promote the sale of improved or unimproved lots within WESTBROOK HEIGHTS, and such allowable signs must not exceed 40 inches by 24 inches in size.

        (h) No house shall be constructed on the premises having more than three (3) floors, nor with a floor area of less than 900 square feet. All dwellings shall be exteriors made of appropriate and permanent materials.

        (i) Domesticated house pets shall be allowed within WESTBROOK HEIGHTS, but the property shall not be used for the commercial sale or maintenance of animals.

        (j) No resident shall maintain, operate or permit upon premises anything obnoxious, dangerous, unsightly or unnecessarily noisy or otherwise offensive to other residents of WESTBROOK HEIGHTS. Open uncontrolled fires shall not be permitted on any part of the property.

        (k) All toilet facilities shall be contained within the dwelling house and shall empty into the public sewage system. All water and sewage facilities shall be built and maintained in accordance with the requirements of the West Virginia State Department of Health.

        (l) No prolonged mechanical overhauling of vehicles on the streets and/or lots of said Addition. No commercial hauling vehicle or commercial vehicle over 6,000 pounds GVW (Class 1 vehicle), shall be stored on a residential lot or be kept on the street in front of any such lot in WESTBROOK HEIGHTS. Temporary parking of such a vehicle on a lot may be permitted for construction of a house on said lot.

        (m) The governmental building codes, health regulations, zoning restrictions applicable to said property now or as may be hereafter made applicable, shall be observed. In the event of a conflict between any provision of any governmental code, regulation or restriction and any provision of these covenants, the more restrictive provision shall apply.

        (n) No property owner shall discriminate against any person in the sale or leasing of any lot or other parcel of WESTBROOK HEIGHTS on the basis of race, creed, national origin or sex.

    (o) All lots shall be rough graded and seeded by the contractor or builder before the lot can be sold, transferred, granted and conveyed to the purchaser or homeowner. In the event that such work cannot be completed due to weather conditions, then a sufficient amount of money shall be placed in an Escrow Account so as the same work can be completed and paid for at such time as weather permits.

        (p) Each and every access way, roadway or driveway leading to and from any and all lots situated within WESTBROOK HEIGHTS and the streets and roads located within and abutting WESTBROOK HEIGHTS shall have a galvanized, steel or concrete culvert being at least fifteen (15) inches in diameter located under such driveway or access way at the point where such driveway or access way intersects the street or roadway or such greater diameter as necessary to comply with the Williams Engineering Surface Water Drainage Plat, dated August 19, 1987, together with any revisions hereto. Each and every homeowner shall continuously maintain such culvert so as to prevent the restriction of water flow through such culvert. Drainage ditches may not be modified without approval from Williams Engineering (or engineering firm approved by the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION Board of Directors) and the Board of Directors to ensure compliance with the subdivision drainage plan. Written request of changes must be made to the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION Board of Directors by the Homeowner at least 30 (thirty) days in advance of the next Board meeting.

        (q) No foundation material, including but not limited to cement block, concrete, wood or other materials other than matched brick or stone, shall be left exposed in its natural state. Such foundation material shall be covered to ground level with the same material as covers the walls of the house above same or painted and treated with a sealant having a color which is complimentary to and harmonious with the remainder of the dwelling.

        (r) Each and every contractor, builder and homeowner shall continuously do all that is reasonably necessary to prevent surface water collected, impounded and discharged from any lot or lots owned or being built upon by them from causing any damage to the real estate and improvements of others.

        (s) Homeowners will have uniform mailboxes.  Mailboxes will be four to a post when possible. Homeowners are responsible for the purchase and maintenance of mailboxes and the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION will maintain and install mailbox posts.

        (t) Fences must be finished at least on the exterior surface to adjoining properties. If Homeowner erects said fence within the utility easement, Homeowner understands that said fence may be dismantled for work on utility easement and fence may be reassembled at Homeowners expense.

    (u) Satellite dishes may be no larger than one (1) meter in diameter. Rooftop antennas may not be larger than one (1) meter in diameter and may not be more than twelve (12) feet above the roof line. Minimal visual intrusion must be observed when possible. No antenna towers shall be placed or otherwise installed on any residential lot with WESTBROOK HEIGHTS.

        (v) Written request of Homeowner property changes must be made to the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION Board by the Homeowner at least thirty (30) days in advance of the next board meeting.

        (w) All owners shall be obligated to maintain and keep in good order and repair their own lot or lots, and the same shall be done in conformance with the aesthetic Community Standards as may be set forth by the Board from time to time or as may be necessary to preserve the collective market value of lots in the Association. All lots, whether occupied or unoccupied, and any improvements thereon, shall be well maintained and no unattractive growth or accumulation of rubbish or debris shall be permitted.  Each owner shall keep all lots owned by him, and all improvements therein or thereon, in good order and repair, including but not limited to the painting (or other appropriate external care) of all buildings and other improvements, all in a manner and with such frequency as is consistent with good property management.  If, in the opinion of the  Board, any owner fails to perform the duties imposed by the preceding sentence, the  Board, after fifteen (15) days' written notice to the owner to remedy the condition in question, the Officers and Directors shall call a special meeting  of the Board and propose that the Association, through its agents, enter upon the lot in question to repair, maintain, repaint and restore the lot or such improvements and the cost thereof shall be a binding personal obligation levied as a special dues assessment against the lot owner and may be enforced by all means available to the Association for enforcing its lien for assessments. All lots must be maintained to the curb and/or lot line.

        (x) In the past the Association has maintained a relatively lenient attitude with regard to construction, reconstruction, rebuilding, alteration or improvement of any dwelling lot or of any other structure in the Subdivision.  An exception to all existing set back violations is hereby granted to all Lots in the Subdivision.  Provided, however, that effective at the execution hereof, all plans for exterior modifications to shall be submitted to the Board for written approval at least four (4) weeks prior to the intended date for commencing construction. Modifications contemplated by this section include, but are not limited to, construction of fences, decks, garages, car ports, additions to houses, parking areas, installation or modification of surface water drainage systems, and similar improvements which may extend into the setback areas, easements or rightsofway, of the Association.  The plans and specifications shall state the quality of workmanship, design, color and materials and harmony of the same to the project as a whole. The Board, or its building committee if one is in existence at the time, shall review all plans and specifications and approve the same if it finds, by majority vote, that such plans and specifications comply in all respects with the Declaration and the standards and guidelines promulgated by the Developer, the Rules & Regulations of the Association, or the ByLaws of the Association.  The Board expressly reserves the right to withhold approval for, or to require modification of, any decorative, paint or color scheme which the Board deems violative of the standards and norms of the community. Approval or disapproval of construction and other plans shall be in writing, and shall be provided by Board, or its designated agent, for and in behalf of the Association, within thirty (30) days of submission of the plans for consideration, and the decision of the Board or its designated agent, shall be binding on the party submitting same.

        (y) No animals, livestock, fowl or poultry of any kind shall be raised, bred or kept in or on any lot or in the common areas of this Development, except that dogs, cats or other domesticated household pets may be kept on lots, subject to rules and regulations adopted by the Association. Provided, however, that animals may not be kept, bred or maintained for any commercial purpose and that any such pet causing or creating a nuisance or unreasonable disturbance shall be permanently removed from the property upon 30 days written notice from the Association.

        (z) No industry, business, trade, occupation or profession of any kind, commercial, religious, educational or otherwise, designed for profit, altruism, exploration or otherwise shall be conducted, maintained, or permitted on any part of the Subdivision.   

        (aa) The violation of any of the provisions herein contained is hereby declared and agreed to be a nuisance which may be remedied by appropriate legal proceedings either in law or equity.  The failure of the Association to enforce or restrain a breach of any of these Rules and Regulations, shall be in no wise deemed a waiver of the right to enforce or restrain such breach or nonperformance or as a waiver of such restriction, condition, covenant or agreement.  Enforcement shall be by proceedings at law or in equity, against any person or persons violating or attempting to violate any covenant either to restrain violation or to recover damages, or both.

        (bb) Invalidation of any one or more of these Covenants or Restrictions by judgment or court order shall in no wise affect any of the other provisions which shall remain in full force and effect.

ARTICLE III

WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC.

Section 1.

Every person or entity who isrecord ownerof a lot or an undivided interest in any lot in WESTBROOK HEIGHTS shall be a member of the Association and be subject to the rules, regulations, covenants and restrictions of this Declaration and the Articles of Incorporation of the Association, the ByLaws of the Association, and further subject to all rules and regulations promulgated or adopted by the Association in accordance with this Declaration.  Ownership of a Lot is the sole qualification for membership in the Association.  Regardless of the foregoing, there is excluded from membership any person or entity having an interest in such a Lot merely as leasehold or as security for performance of any obligation.  Membership as defined in the ByLaws shall not be inconsistent with the provisions of this Article.  The Bylaws of the Association as are set forth in an independent document.

    Tenants of such lot owners who temporarily reside on the premises shall also be members of the Association, however, tenants shall not be entitled to vote on  of the Association business.

ARTICLE IV

PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF COMMON PROPERTY

Section1.

All owners of all Lots, by virtue of such ownership, unless membership privileges are temporarily suspended pursuant to the preceding paragraphs, shall be entitled to the use and enjoyment of the common properties and facilities of the Association.

Section 2.    Any member may delegate his or her privileges of enjoyment in the common properties and facilities to another person, either guest or tenant, who temporarily resides on the property. Provided, however, that no such delegation may be effective with regard to the casting of votes unless evidence by notarized written statement, and no such delegation may increase the number of votes attributable to any Lot.

ARTICLE V

ASSESSMENTS FOR COMMON EXPENSES AND

MAINTENANCE OF WESTBROOK HEIGHTS

    By virtue of ownership of any lot in Westbrook Heights, all owners are obligated to pay initiation fees, annual assessments and special assessments to the Association.

Section 1.    The rights and privileges of membership are subject to the payment of an initiation fee, which is separate and distinct from the annual assessment, and are as levied by the Board of Directors, the obligation of which initiation fee is imposed against the purchaser of any lot at the time of the execution of the deed.

Section 2.    The rights and privileges of membership are also subject to the payment of annual assessments levied by the Board of Directors, the obligation of which annual assessments is imposed against each lot owner. Homeowners purchasing new construction will be subject to a pro-rated assessment. This assessment will be pro-rated quarterly based on the rate of assessment for each such lot at the time of the execution of the deed.

Section 3.    The rights and privileges of membership are also subject to the payment of special assessments which may be made by the Board of Directors from time to time for extraordinary purposes including, but not limited, creation of a capital reserve fund for major expenses of the Association .

Section 4.    The initiation fees and assessments so imposed shall be paid within thirty (30) days and  shall be a charge on the real estate of each lot owner and shall be a continuing lien upon the property against which each such initiation fee and assessment is made. Each such initiation fee and assessment, together with such interest thereon and cost of collection thereof as hereinafter provided, shall also be the personal obligation of the person who was the owner of such property at the time when the initiation fee and assessment fell due.

Section 5.    The Developer, or any Sub-Developer, shall be responsible for the original construction of the streets in WESTBROOK HEIGHTS and for the installation of the water and sewage systems. It shall be the further responsibility of the Developer or Sub-Developer to maintain the streets, water system, sewage system and all other common properties, as herein defined, until such time as these amenities are dedicated to the Association (or appropriate public utility) with the exception that snow removal shall be the responsibility of the Association. The WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC., shall not accept responsibility of Association roads from the Developer or Sub-Developer until such a time that a majority of Homeowner membership, as dictated by Article __, Section __, votes acceptance of such roads into the community.

    Upon dedication of these common properties, as herein defined, to the Association, the initiation fees and assessments levied by the Association will be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents and other persons owning and using lots of the WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC., and in particular for the improvement and maintenance of properties, services, and facilities devoted to this purpose. Pursuant to the foregoing, the Association may use and employ initiation fees and assessments to provide for repair, improvements and maintenance of the common properties, payment of taxes and insurance thereon, repaving, improvement, construction, reconstruction, repair, and maintenance and improvement of both sanitary and storm sewers. Any enumeration of specific uses herein however, shall not be construed to limit the Association to the use of initiation fees and assessments for purposes similar to the foregoing.

Section 6.

Beginning February 1,1984, the annual assessment shall be $50 per lot for a Class A-I member, as hereinafter defined, and in such proportions for other classes of members as provided for in ARTICLE V herein below. From and after February 1, 1984, the annual assessment may be increased by the Board of Directors. The Board of Directors of the Association may, after consideration of current maintenance costs and future needs of the Association, fix the actual assessment for any year at an amount not greater than One Hundred (100%) of the actual anticipated financial needs of the Association for said year.  Provided, however, the Association may establish a long term capital fund for future improvements such as paving and assessments and the Association may make assessments for such long term capital needs based on the actual anticipated needs of the Subdivision.

    The Association Board is authorized and empowered, without further action by the membership of the Association, to adopt and amend budgets for revenues, expenditures and reserves and levy and collect annual and special assessments for common expenses from all lot or lot owners.  Each year the Board of Directors of the Association shall convene during January of each year, or otherwise prior to the Annual Meeting, for the purpose of fixing the amount of the annual charge per lot or unit based upon the succeeding year, which shall be a minimum of One Hundred Dollars ($100.00) or the actual needs of the Association per year, whichever is greater, for Association expenses.  The Board shall have the right to establish the annual charge or annual assessment for Association membership as it deems fair and equitable.  Special assessments may be levied by the Board of Directors during each year if deemed necessary.  In the event that the Board fails to establish an annual charge for any year, the annual charge for the last preceding year shall remain in effect.

The annual assessments provided for herein shall become due and payable on the 1st day of May of each year unless the Board otherwise votes to permit quarterly, semi-annual or other periodic payments.  Notice in writing shall be given to each Member of the charged fixed for the annual and special assessments no later than thirty (30) days prior to the time the same become due and at least 1 week prior to the Annual Meeting.

    All annual assessments must be assessed against all the Lots in accordance with allocations set forth in Article VI, Section 2, of the Declaration."  

Section 9.    The annual assessments provided for herein shall be based on the status of the lot January 1st of the same year.

Section 10.    The Board of Directors of the Association shall provide for written notice of the initiation fee and assessment to be sent to every owner subject thereof. The Association shall upon demand at any time furnish to any owner liable for said initiation fee and assessment a certificate in writing signed by an official of the Association setting forth whether said initiation fee or assessment has been paid. Such certificate shall be conclusive evidence of payment of any initiation fee or assessment therein stated to be paid.

Section 11.    If the initiation fees and assessments are not paid on the date when due, then such initiation fees or assessments shall become delinquent and shall, together with such interest thereon and cost of collection thereof as hereinafter provided, thereupon become a continuing lien on the property which shall bind such property in the hands of the then owner, his heirs, devisees, personal representatives and assigns. Past due or delinquent initiation fees or assessments  shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such initiation fee or assessment, the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgment shall include interest on the initiation fee or assessment as above provided and a reasonable attorney’s fee to be fixed by the court together with the costs of the action.

Section 12.    The lien of the initiation fees and assessments provided for herein shall be subordinate to the lien of any mortgage or deed of trust now or hereafter placed upon the properties subject to the initiation fee or assessment provided, however, that such subordination shall apply only to the initiation fees or assessments which have become due and payable prior to a sale or transfer of such property pursuant to a Decree of Foreclosure, or any other proceeding in lieu of foreclosure. Such sale or transfer shall not relieve such property from liability for any initiation fees or assessments thereafter becoming due, nor from the lien of any such subsequent initiation fee or assessment.

Section 13.

The membership privileges of any person may be suspended by action of the Directors during the period when the initiation fee and assessment remain unpaid, but, upon payment of such initiation fees or assessments, his/her privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the common lands and facilities, and the personal conduct of any person thereon, as provided in ARTICLE X, Section 1, they may, in their discretion, suspend the privileges of any person for violation of such rules and regulations for a period not to exceed thirty (30) days.

ARTICLE VI

ALLOCATION OF:  ASSESSMENTS, OWNERSHIP OF

COMMON ELEMENTS, AND VOTING RIGHTS

    Each lot is Westbrook Heights shall own an undivided interest in the common elements, be entitled to cast votes on Association business, and be subject to assessments for Association expenses.

Section 1 (Ownership of Common Elements).  Ownership of common elements shall be allocated evenly to all Lots in the Subdivision whereby the numerator is one (representing one Lot) and the denominator is One Hundred Twenty-Five (representing the total number of Lots in the Association). At the execution hereof there are 127 Lots in Westbrook Heights and each Lot owns a correspondence 1/127th interest in and to all common elements.  In the event that the total number of lots in Westbrook heights should increase or decrease, the allocation of ownership of the common elements shall increase or decrease accordingly.

Section 2 (Voting and Assessment Liability).  The Association shall have five (5) classes of voting memberships. Allocation of assessments and voting rights shall be apportioned pursuant to the  five classes as follows:

Class A-1 (Developed lots less than 1/3 Acre):  Class A-1 members shall be all those owners of lots, with dwellings thereon, containing one-third (1/3) of an acre or less. Class A-1 members shall have one (1) votes for each such lot and shall be subject to annual assessments in proportion to other Class A-1 members for each such lot. It should be noted that the number of Class A-1 lots may increase as Class A-3 lots are developed and converted to Class A-1 and Class A-2 lots.

Class A-2 (Developed lots greater than 1/3 Acre):  Class A-2 members shall be all those owners of lots, with dwellings thereon, containing more than one-third (>1/3) of an acre. Class A-2 members shall have one and one-half (1-1/2) votes for each such lot and shall be subject to annual assessments in proportion to one and one-half (1/2) times that of Class A-I members for each such lot.  It should be noted that the number of Class A-2 lots may increase as Class A-3 lots are developed and converted to Class A-1 and Class A-2 lots.

Class A-3 (Undeveloped lots):  Class A-3 members shall be all those owners of lots, of whatever size, which do not have dwellings thereon at the time of purchase. Class A-3 members shall have one-half vote for each such lot and shall be subject to annual assessments in proportion to one-half ½ that of a Class A-1 member for each such lot. Upon the construction and completion of a dwelling, Class A-3 memberships shall cease and become converted into another Class of membership, as herein provided.  It should be noted that the number of Class A-3 lots may decrease as Class A-3 lots are developed and converted to Class A-1 and Class A-2 lots.

Class B (Tenants of Lot Owners):  Class B members shall be residential tenants of lot owners who temporarily reside on the premises. Class B members shall have all of the privileges as set forth elsewhere in this Declaration, but shall have no voting rights in the Association, and no Assessment obligation separate and apart from the owners of the leased or occupied lot.

Class C (Developer):  Class C members shall be the Developer, its successors and assigns. The first lot owned by the each Class C member shall be subject to annual assessments in proportion to Class A-1 members at a rate of one (1) lot and one (1) vote. Each subsequent lot owned by each Class C member shall be subject to annual assessments in proportion to Class A-3 members. Provided, however, that Class C members shall only be liable to assessment for, and may only cast votes for ten (10) lots. Accordingly, Class C members may never have more than (5-1/2) votes and may never pay assessments during any year greater 5-1/2 times the assessment actually paid for a Class A member. For the purpose of calculating votes and allocations, the first lot owned by Developer shall be considered A-1 and all other lots (up and to 9) shall be considered class A-3. All other lots owned by Developer are not entitled to cast votes and shall not be subject to assessment.

EXAMPLE OF ALLOCATED INTERESTS AND VOTING RIGHTS:  For example, at the execution of this document there are 127 lots in the Subdivision. 96 lots are Class A-1, 12 lots are Class A-2, 10 lots are class A-3 and 9 lots are class C. Accordingly, at this time, and subject to change as Class A-3 and Class C lots are developed for residential use and converted to Class A-1 and Class A-2, ownership of common areas, voting and assessment liability are allocated as shown on the following chart:

ARTICLE VII

LIEN FOR ASSESSMENTS

Pursuant to West Virginia Code § 36B3116, entitled Lien for assessments:

    (a) The Association has a lien on a lot for any assessment levied against that lot or fines imposed against its lot owner from the time the assessment or fine becomes due.  Unless the declaration otherwise provides, fees, charges, late charges, fines and interest charged by the Association are enforceable as assessments under this section.  If an assessment is payable in installments, the full amount of the assessment is a lien from the time the first installment thereof becomes due.

    (b) A lien under this section is prior to all other liens and encumbrances on a lot except (i) liens and encumbrances recorded before the recordation of the declaration and, in a cooperative, liens and encumbrances which the Association creates, assumes, or takes subject to, (ii) a first security interest on the lot recorded before the date on which the assessment sought to be enforced became delinquent, or, in a cooperative, the first security interest encumbering only the lot owner's interest and perfected before the date on which the assessment sought to be enforced became delinquent, and (iii) liens for real estate taxes and other governmental assessments or charges against the lot or cooperative.  The lien is also prior to all security interests described in clause (ii) above to the extent of the common  assessments based on the periodic budget adopted by the Association which would have become due in the absence of acceleration during the six months immediately preceding institution of an action to enforce the lien.  This subsection does not affect the priority of mechanics' or material men’s liens, or the priority of liens for other assessments made by the Association.

    (c) A lien for unpaid assessments is extinguished unless proceedings to enforce the lien are instituted within three years after the full amount of the assessments becomes due.

    (d) This section does not prohibit actions to recover sums for which subsection (a) creates a lien or prohibit an Association from taking a deed in lieu of foreclosure.

    (e) A judgment or decree in any action brought under this section must include costs and reasonable attorney's fees for the prevailing party.

    (f) The Association upon written request shall furnish to a lot owner a statement setting forth the amount of unpaid assessments against the lot.  If the lot owner's interest is real estate, the statement must be in recordable form.  The statement must be furnished within ten business days after receipt of the request and is binding on the Association, the executive board, and every lot owner.

    (g) For the purpose of perfecting and preserving its lien, the Association shall give notice to the lot owner in the manner set forth in section one, article two, chapter fiftysix of this code, or by registered or certified mail, return receipt requested, and in a form reasonably calculated to inform the owner of his liability for payment of the assessment.  The lien shall be discharged as to subsequent purchasers for value without notice unless the Association shall cause to be recorded a notice of the lien in the office of the clerk of the county commission of any county wherein any part of the condominium is located.  The notice shall contain: (1) A legally sufficient description of the lot; (2) The name or names of the owners of the lot; (3) The amount of unpaid assessments due together with the date when each fell due;  and (4) The date of recordation.

    The cost of recordation in the Office of the Clerk of the County Commission of Monongalia County, West Virginia shall be assessed against any lot owner found to be delinquent in a subsequent proceeding to enforce the lien.

    Upon payment of the assessment, the Association shall execute a written release of the lien. This release shall be recorded, at the expense of the Association, in the office of the clerk of the county commission wherein the notice of the lien was filed.

ARTICLE VIII

RESALES OF LOTS

Pursuant to the provisions of West Virginia Code § 36B4109, entitled, Resales of units,

Section 1.    A lot owner of a lot in Westbrook heights shall furnish to a purchaser of that lot, before execution of any contract for sale of a lot, or otherwise before conveyance, a copy of the declaration (other than any plats and plans), the Bylaws, the rules or regulations of the Association, and a certificate containing: (1) A statement disclosing the effect on the proposed disposition of any right of first refusal or other restraint on the free alienability of the lot; (2) A statement setting forth the amount of the monthly common expense assessment and any unpaid common expense or special assessment currently due and payable from the selling lot owner; (3) A statement of any other fees payable by lot owners;  (4) A statement of any capital expenditures anticipated by the Association for the current and two next succeeding fiscal years; (5) A statement of the amount of any reserves for capital expenditures and of any portions of those reserves designated by the Association for any specified projects; (6) The most recent regularly prepared balance sheet and income and expense statement, if any, of the Association; (7) The current operating budget of the Association; (8) A statement of any unsatisfied judgments against the Association and the status of any pending suits in which the Association is a defendant; (9) A statement describing any insurance coverage provided for the benefit of lot owners; (10) A statement as to whether the executive board has knowledge that any alterations or improvements to the lot or to the limited common elements assigned thereto violate any provision of the declaration; (11) A statement as to whether the executive board has knowledge of any violations of the health or building codes with respect to the lot, the limited common elements assigned thereto, or any other portion of the common interest community; (12) A statement of the remaining term of any leasehold estate affecting the common interest community and the provisions governing any extension or renewal thereof;  (13) A statement of any restrictions in the declaration affecting the amount that may be received by a lot owner upon sale, condemnation, casualty loss to the lot or the common interest community, or termination of the common interest community;  and (14) In a cooperative, an accountant's statement, if any was prepared, as to the deductibility for federal income tax purposes by the lot owner of real estate taxes and interest paid by the Association.

Section 2.    The Association, within ten days after a request by a lot owner, shall furnish a certificate containing the information necessary to enable the lot owner to comply with this section.  A lot owner providing a certificate pursuant to subsection (a) is not liable to the purchaser for any erroneous information provided by the Association and included in the certificate.

Section 3.    A purchaser is not liable for any unpaid assessment or fee greater than the amount set forth in the certificate prepared by the Association.  A lot owner is not liable to a purchaser for the failure or delay of the Association to provide the certificate in a timely manner, but the purchase contract is voidable by the purchaser until the certificate has been provided and for five days thereafter or until conveyance, whichever first occurs.

ARTICLE IX

EMINENT DOMAIN

Pursuant to West Virginia Code § 36B1107, entitled  Eminent domain:

(a) If a lot is acquired by eminent domain, or part of a lot is acquired by eminent domain, leaving the lot owner with a remnant that may not practically or lawfully be used for any purpose permitted by the declaration, the award must include compensation to the lot owner for that lot and its allocated interests, whether or not any common elements are acquired.  Upon acquisition, unless the decree otherwise provides, that lot's allocated interests are automatically reallocated to the remaining lots in proportion to the respective allocated interests of those lots before the taking, and the Association shall promptly prepare, execute and record an amendment to the declaration reflecting the reallocations.  Any remnant of a lot remaining after part of a lot is taken under this subsection is thereafter a common element.

(b) Except as provided in subsection (a), if part of a lot is acquired by eminent domain, the award must compensate the lot owner for the reduction in value of the lot and its interest in the common elements, whether or not any common elements are acquired.  Upon acquisition, unless the decree otherwise provides, (i) that lot's allocated interests are reduced in proportion to the reduction in the size of the lot, or on any other basis specified in the declaration and (ii) the portion of the allocated interests divested from the partially acquired lot are automatically reallocated to that lot and to the remaining lots in proportion to the respective allocated interests of those lots before the taking, with the partially acquired lot participating in the reallocation on the basis of its reduced allocated interests.

(c) If part of the common elements is acquired by eminent domain, the portion of the award attributable to the common elements taken must be paid to the Association.  Unless the declaration provides otherwise, any portion of the award attributable to the acquisition of a limited common element must be equally divided among the owners of the lots to which that limited common element was allocated at the time of acquisition.

    (d) The court decree must be recorded in every county in which any portion of the common interest community is located.

ARTICLE X

AMENDMENT

The provisions of this Declaration may be changed, modified or rescinded by an instrument in writing setting forth such change, modification or rescission by vote or agreement of Lot Owners owning Lots to which not less than sixtyseven per cent (67%) of the votes in the Association are allocated and prepared, executed, acknowledged and properly recorded for the Association by its President. Any such change,  modification or rescission whether accomplished under either of the provisions of the preceding paragraph, shall be effective upon recording of such instrument in the Office of the Clerk of the County Commission of Monongalia County, West Virginia. PROVIDED that the provisions in this Declaration may be changed, modified or rescinded solely upon a vote of the Association Board where alteration of the provisions hereof are made solely to bring this document into compliance with the Acts above said, other existing law or to correct errors of scriveners, architect or surveyor with no notice to Lot Owners or lien holders as above said unless such change, modification or rescission directly affects an individual Lot Owner's or lien holder's interest in the real estate or appurtenances held as security.

ARTICLE XI  

SEVERABILITY

    If any provision of the Declaration, Articles of Incorporation, or ByLaws or any section, sentence, clause, phrase, word or the application thereof in any circumstance is held invalid, the validity of the remainder of this Declaration and the Articles of Incorporation and the ByLaws and of the application of any such provision, section, sentence, clause, phrase or word in any other circumstance shall not be affected thereby and the remainder of this Declaration or the ByLaws shall be construed as if such invalid part was never included therein.

ARTICLE XII

PERPETUITIES AND RESTRAINTS ON ALIENATION

    If any provision of the options, privileges, covenants or rights created by this Declaration shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provision shall continue only until twentyone (21) years after the death of the last survivor of the nowliving descendants of the President of the United States, William Clinton, and the Governor of the State of West Virginia, Cecil Underwood.          

ARTICLE XIII

RIGHTS AND OBLIGATIONS OF GRANTEES

    Each owner of any lot in Westbrook Heights,  by the acceptance of a deed of conveyance or of trust, accepts the same subject to all restrictions, conditions, covenants, reservations, liens and charges, the jurisdiction, rights and powers created or reserved herein and all matters set forth in this Declaration.  All rights, benefits and privileges of every character hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person at any time having any interest or estate in said land, and shall inure to the benefit  of such Grantee in a like manner as though the provisions of this Declaration were recited and stipulated at length in each and every deed of conveyance or contract for conveyance.

ARTICLE XIV

TORT AND CONTRACT LIABILITY

    Pursuant to West Virginia Code § 36B3111, entitled Tort and contract liability, neither the Association nor any lot owner except the developer is liable for that developer's torts in connection with any part of the common interest community which that developer has the responsibility to maintain.  Otherwise, an action alleging a wrong done by the Association must be brought against the Association and not against any lot owner.  If the wrong occurred during any period of developer control and the Association gives the developer reasonable notice of and an opportunity to defend against the action, the developer who then controlled the Association is liable to the Association or to any lot owner for (i) all tort losses not covered by insurance suffered by the Association or that lot owner, and (ii) all costs that the Association would not have incurred but for a breach of contract or other wrongful act or omission.

    IN WITNESS WHEREOF, the said SELBA CORPORATION, a West Virginia corporation, of Monongalia County, West Virginia, the Westbrook Heights Homeowners Association, Inc., and the undersigned owners of Lots in Westbrook Heights, have caused these presents to be signed and its corporate seal to be hereunto affixed by its proper officer, thereunto duly authorized, on this 5th day of April, 2005:

BYLAWS OF THE WESTBROOK HEIGHT HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

Location and Mailing Address:

Section 1.    The mailing address of the Association shall be WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC., Post Office Box 626, Dellslow, West Virginia, 26531.

ARTICLE II

Association Purposes and Powers:

Section 1.    The Association has been organized for the following purposes:

    (a)  To manage the common grounds of WESTBROOK HEIGHTS and to act for its members on all matters of common concern.

    (b)  To do all things consistent with the above purposes, including but not limited to any of the following:  to own, acquire, and sell real estate; to build, operate, maintain streets, as well as recreation parks, playgrounds, commons, footways, and buildings; to regulate activities by both members and nonmembers on the common areas owned by this organization; to pay taxes, if any, on those common areas; and to enter into legal obligations on behalf of its members.

    (c)  To enforce the covenants and restrictions in the Deeds to the lots of WESTBROOK HEIGHTS.

    (d)  To qualify for exemption from federal income taxes under Section 501(c)(4) of the Internal Revenue Code of 1954 and from state income taxes under the appropriate provisions of the West Virginia Code.

    (e)  To dedicate its assets, upon dissolution, to an appropriate public agency or utility to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation.  In the event that such dedication is refused acceptance, such assets, shall be granted, conveyed and assigned to any nonprofit corporation, Association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the corporation, which said nonprofit corporation or organization shall also be exempt from federal income taxation under Section 501 of the Internal Revenue Code of 1954 or corresponding parts of any later law.

ARTICLE III

Board of Directors:

Section 1.    There shall be a minimum of five (5) Directors of the Association and a maximum of nine (9), as determined and voted on by the general membership of the Association.  Directors may also serve as Officers of the Association.  Each Director shall be elected by a majority vote of the membership of the Association and Directors shall serve two year staggered terms with no more than one-half (1/2) of the total Directors being elected during any given year.

Section 2.    Vacancies in the Board of Directors shall be filled by a majority vote of the remaining Directors, and any such appointed Director is to hold office until his/her successor is elected by the members who may make such election at the next annual meeting or at a special meeting duly called for that purpose.

Section 3.    Any member in good standing may nominate a person to serve on the Board of Directors, with a seconding of the nomination by another member required.  Election shall be by a simple majority vote of the members.  Present votes may be cast either in person or by proxy.

ARTICLE IV

Section 1.    The Board of Directors shall have the following powers:

    (a)  To exercise, on behalf of the Association, the following Powers of the Association, as set forth in West Virginia Code, Chapter 36B, Article 3, Section 102, (a) 1-6 and 11-16:

(1)  Adopt and amend bylaws and rules and regulations with all such adoptions or amendments immediately distributed either in person or by mail to the Membership;

(2)  Adopt and amend budgets for revenues, expenditures, reserves and collect assessments for common expenses from lot owners;

(3)  Hire and discharge managing agents and other employees, agents, and independent contractors;

(4)  Institute, defend, or intervene in litigation or administration proceedings in the Association name or on the Association’s behalf, or two or more lot owners on matters affecting Westbrook Heights subdivision;

(5)  Make contracts and incur liabilities;

(6)  Regulate the use, maintenance, repair, replacement, and modification of common elements;

(7)  Impose charges for late payment of assessments and, after notice and an opportunity to be heard, levy reasonable fines for violations of the declaration, bylaws, rules and regulations of the Association;

(8)  Impose reasonable charges for the preparation and recordation of amendments to the declaration, resale certificates required by West Virginia Code, Chapter 36B, Article 4, Section 109, or statements for unpaid assessments;

(9)  Provide for the indemnification of its Officers and Executive Board and maintain Director’s and Officer’s liability insurance;

(10)  Assign its right to future income, including the right to receive common expense assessments;

(11)  Exercise all powers conferred to the Association by the Covenants unless expressly reserved elsewhere therein to the Membership of the Association;

(12)  Exercise all other powers that may be exercised in the state by legal entities of the same type as the Association.

    (b)  To call special meetings of the members whenever it deems necessary.

    (c)  To appoint and remove at pleasure all officers, agents, and employees of the Association, prescribe their duties, fix their compensation, if any, and require of them such security or fidelity bond as it may deem expedient.  Nothing contained in these Bylaws shall be construed to prohibit the employment of a member, director, or officer of the Association in any capacity whatsoever.

    (d)  To adopt and publish rules and regulations governing the use of the common properties and the facilities of the Association and the personal conduct of the members and their guests thereon.  All such rules and regulations shall immediately be distributed either in person or by mail to the members.

    (e)  To establish, levy, assess, and collect the assessment or charges referred to in Article VI of the Third Amendment to the Declaration of Bylaws, Restrictions, and Protective Covenants.

    (f)  To exercise for the Association all powers, duties, and authority vested in or delegated to this Association, except those reserved to the meeting or to members.

Section 2.    The Board of Directors shall have the duty:

    (a)  To call a special meeting of members upon written request of a majority of the members of the Association.

    (b)  To cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting and at every special meeting.

    (c)  To supervise all officers, agents, and employees of the Association and to see that their duties are properly performed.

    (d)  To prepare a roster of the lots owned by members of the Association and assessments and charges levied against each member and paid by each member.

    (e)  To issue, or cause an appropriate officer to issue, upon demand of any person a certificate setting forth whether any initiation feed, dues, assessments, or fine has been paid.  Such certificate shall be conclusive evidence of payment.

ARTICLE V

Director’s Meetings:

Section 1.    A regular meeting of the Board of Directors shall be held on the first Tuesday of each month at 7:30 P.M., provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting.

Section 2.    Notice of such regular meeting is hereby dispensed with.  If the day for the regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday, and no notice thereof need be given.

Section 3.    Special meetings of the Board of Directors shall be held when called by an officer of the Associations or by any two (2) directors after not less then three (3) days’ notice to each director.

Section 4.    The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and if either before or after the meeting, each of the directors not present sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the corporate records and made part of the minutes of the meeting.

Section 5.    The majority of the Board of Directors shall constitute a quorum thereof.

ARTICLE VI

Officers:

Section 1.    The officers shall be a President, a Vice-President, a Secretary, and a Treasurer.  The President and Vice-President shall be members of the Board of Directors.

Section 2.    The officers shall be chosen by majority vote of the directors.

Section 3.    All officers shall hold office during the pleasure of the Board of Directors.

Section 4.    The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds, and all other written instruments.

Section 5.    The Vice-President shall perform all the duties of the President in his/her absence.

Section 6.    The Secretary shall be ex-officio the Secretary of the Board of Directors, shall record the votes and keep the minutes of all proceedings in a book to be kept for the purpose.  The Secretary shall keep the records of the Association and shall record in a book kept for that purpose the names of all members of the Association, together with their addresses as registered by such members.

Section 7.    The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board.  The Treasurer shall sign all checks and notes of the Association, provided that such checks and notes shall also be signed by the President or the Vice-President.

Section 8.    The Treasurer shall keep proper books of account and shall prepare an annual balance sheet statement, which shall be presented to the membership at its regular annual meeting.

ARTICLE VII

Disputes:

Section 1.    Any disputed violation of the Covenants may be appealed to the Board by the record owner of any lot or Unit in Westbrook Heights by the following procedures:

    (a)  A written request to present new business before the Board must be submitted no fewer than ten (10) days prior to the meeting; and

    (b)  Said written request must state a brief synopsis of the new business sufficient that the Board may adequately prepare for the meeting; and

    (c)  The request must state the name(s) and lot number(s) of the individuals presenting the new business to the Board; and

    (d)  No written request may exceed 500 words in length.

Section 2.    No Association Member will be allowed to present new business to the Board unless the preceding provisions have been satisfied.  Any Association Member who has complied with the preceding provisions will be permitted ten (10) minutes time to present the new business to the Board.  In the event that Board activity is required with regard to the new business, the Board may take up to thirty (30) days to respond to the new business.  The Board may hold special and/or private meetings to discuss the new business and the Board must provide some written response to the petitioning Association Member by regular mail.

Section 3.    The Association Board may delegate its duties to the Association to appropriate committees of the Association.  In the event of such delegation, the committee shall follow the above procedures.  Any Association member with objection to the ruling of the committee may appeal said decision to the Board by following the foregoing procedures.

ARTICLE VIII

Committees:

Section 1.    The Board of Directors may appoint such standing and special committees as it may deem necessary.  No action by a committee shall be final until ratified by the Board of Directors.

ARTICLE IX

Meeting of Members:

Section 1.    The regular annual meeting of the membership shall be held during the month of March, at a time, date, and location to be determined by the President of the Board of Directors.

Section 2.    Special meetings of members may be called by the President of the Board of Directors upon petition by half of the members or persons eligible to be members and regular Association business, including the removal and/or election of Directors, may be conducted at special meetings.  Special meetings shall also be held at a location and at a time and date chosen by the President of the Board of Directors.

Section 3.    The Secretary shall give notice of all meetings members at least fifteen (15) days prior to a meeting, either in person or through the mail.

Section 4.    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 then sixty percent (60 %) of the Lots in the Subdivision are present.  The owner of the Lot shall be deemed to be present at a meeting if any owner of that Lot is present in person or by proxy or by attorney in fact, whether the tenant so present is sole owner, a tenant in common, or a joint tenant.

Section 5.    Association business, including elections, may be held by ballot.  In such case, a definitive statement of all issues to be voted on by the Association shall be mailed or otherwise delivered to all membership of the Association along with a ballot stating that each Lot may cast one (1) vote: (a) for or against the issues addressed on the ballot; or (b) to set a Special Meeting of the Association for the purpose of further debate on the issues.  Any vote taken by ballot will be deemed to be closed thirty (30) days after mailing or distribution of ballots.

Section 6.    Voting by ballot shall be deemed official if more than sixty percent (60 %) of all votes in the Association are cast by ballot.  A majority of all ballots returned to the Association shall be sufficient for the Association to act on any issue.  If fewer than sixty percent (60 %) of all votes are cast by ballot, the Association may go door to door in Westbrook Heights and obtain the required sixty percent (60 %) of all votes by petition.  The Association need obtain no more signatures than the required sixty percent (60 %) and any business conducted by petition shall be passed if a majority of all votes are cast by combination of petition, proxy, and/or in person at any meeting of the Membership.

Section 7.    At all corporate meetings of members, each member may vote in person or by proxy.  All proxies shall be in writing and filed with the Secretary.  No proxies shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his/her Lot.

ARTICLE X

Books and Papers:

Section 1.    The Association shall keep financial records sufficiently detailed to comply with its duties of assessing, managing, and dispersing Association assets and to permit the Association to provide, upon request, a Unit Resale Summary setting forth information required to be submitted to a Purchaser by a Lot Owner to lawfully convey his Lot pursuant to West Virginia Code, Chapter 36B, Article 4, Section 109, or as such requirements may, from time to time, be amended.  All financial and other records must be made reasonably available for examination by any Lot owner and his authorized agents.

ARTICLE XI

Corporate Seal:

Section 1.    The Association shall have a seal in circular form having within its circumference the words WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC.

ARTICLE XII

Amendments:

Section 1.    Any By-Law of the Association may be amended at any time by a majority vote of the Board of Directors.

Section 2.    These Bylaws shall at all times be compatible with the Articles of Incorporation and, in the event of any incompatibility, the Articles shall control.

    IN WITNESS WHEREOF, the said SELBA CORPORATION, a West Virginia corporation, of Monongalia County, West Virginia, the Westbrook Heights Homeowners Association, Inc., and the undersigned owners of Lots in Westbrook Heights, have caused these presents to be signed and its corporate seal to be hereunto affixed by its proper officer, thereunto duly authorized, on this 5th day of April, 2005:

SELBA CORPORATION, a West Virginia Corporation

WESTBROOK HEIGHTS HOMEOWNERS ASSOCIATION, INC.

Articles of Incorporation