The Villages at Quail Run, Hudson - Condo Docs

Middlesex South Registry ofDeeds

Electronically Recorded Document

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Recording Information

Document Number :94586

Document Type : VOTE

Recorded Date : July 03.2019

Recorded Time :09:49:57 AM

Recorded Book and Page :72879/ 190

Number of Pages(including cover sheet) : 11

Receipt Number :2340575

Recording Fee :$75.00

Middlesex South Registry ofDeeds

Maria C. Curtatone, Register 208 Cambridge Street Cambridge,MA 02141 617-679-6300

www.middlesexsouthregistry.com

CERTIFICATE OF VOTE AND RESOLUTION OF THE BOARD OF GOVERNORS OF THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION,INC.

This Certificate ofVote and Resolution is made this day ofc-To ,2019,by the Board of Governors ofthe Villages at Quail Run Condominium ssociatiori, Inc.

WHEREAS,the Master Deed and By-Laws ofthe Villages at Quail Run Condominium are recorded with the Middlesex South District Registry of Deeds at Book 35747,Page 213, and Book 51379, Page 419,respectively, as amended; and

WHEREAS,Article VIII,§12 ofthe By-Laws authorizes the Board ofGovernors to adopt Rules and Regulations regarding the operation and use ofthe common areas and facilities and such restrictions on the requirements respecting the use, occupancy, and maintenance ofthe units and the use ofthe common areas and facilities as are consistent with the provisions of the Master Deed, and are designed to prevent unreasonable interference with the use by the Unit Owners oftheir units and of the common areas and facilities; and

WHEREAS,the Board of Governors desires to update all ofthe existing Condominium Rules and Regulations.

NOW THEREFORE,the Board ofGovernors,acting pursuant to the authority contained in Article VIII ofthe By-Laws,and pursuant to a duly authorized meeting and quorum as set forth therein, do hereby promulgate the following new Rules and Regulations of the Villages at Quail Run Condominium:

All previously promulgated Rules and Regulations recorded with the Registry of Deeds are deleted in their entirety and replaced with the new Rules and Regulations attached hereto as "Exhibit A".

VTNESS W day o

REOF the Board of Governors has executed this instrument under seal this I ,2019.

COMMONWEALTH OF MASSACHUSETTS

, ss.

On thiii2X personally appeared odr r • satisfactory evidence of identification, which was

,2019 of , 2019, before me, the undersigned notary public, ,proved to me through ri tA0 112-e#4-41-A ,to be a person whose name is signed on the preceding or attached document,and acknowledged to me that he/she signed it voluntarily for its stated purpose as a duly authorized member ofthe Board ofGovernors of the Villages at Quail Run Condominium Association,Inc.

Official Signature an fNotary My Commission Expire A CYNTHIA L. NAPOLI Notary Public COMMONWEALTH OF MASSACHUSETTS

My Commission Expires January 27, 2023

Revised Rules and Regulations ofThe Villages at Quail Run Condominium Association,Inc. As amended and effective June,43,2019

The undersigned, being a majority ofthe Board ofGovernors("Board")ofthe Villages ofQuail Run Condominium Association, Inc.("Association"), which Association isthe organization ofunit owners ofThe Villages at Quail Run Condominium, a condominium established pursuantto Massachusetts General Laws,Chapter 183A,by a Master.Deed dated June 14,2002,and recorded with the Middlesex County South District Registry ofDeeds in Book 35747,Page 213,as may be amended,do hereby adopt the following Rules and Regulations.

1. No part ofthe property shall be used for any purpose except housing and the common recreational purposesfor which the property was designed. Each unitshall be used as a residence for a singlefamily, its servants and guests.

Each-unit is restricted to residential use. One occupant must be age fifty-five(55)years or older. No children under the age ofeighteen(18)years ofage can live permanently on the premises. Overnight adultguests shall beallowed forreasonable visitation periods. Children, grandchildren, family members,or friends may visitfor a period notto exceed two(2)weeks per visit.

2. There shall be no obstruction ofthe Common Elements nor shall anything be stored on the Common Elements without the prior consent ofthe Board ofGovernors. Nothing shall be altered or constructed in or removed from the Common Elements except upon the written consent ofthe Board ofGovernors.

3. Nothing shall be done or kept in any unitor onthe Common Elements,which will increase the rate ofinsurance ofthe building,or contents thereof, without the prior written consent ofthe Board ofGovernors. No unit owner/resident shall permit anything to be done,or keptinthe unit,or onthe Common Elements which will result inthe cancellation ofinsurance for any of the Common Elements or unitscontents thereofwhich would be in violation ofany law.

4. No animals ofany kind shall be raised, bred or kept in any unitor onthe Common Elements, except dogs(notto exceed thirty pounds[30 lbs.]),and indoor cats. Both must be kept inthe units,notto exceed two(2)per unitand subject tothe rules and regulations adopted bythe Board ofGovernors, provided that they are not kept,bred or maintained for any commercial purpose and provided further that any such pet causing or creating a nuisance or unreasonable disturbance, based on notice,shall be removed permanently from the property upon three(3) days written notification from the Board ofGovernors. In no event shall any dog or cat be permitted in any portion ofthe Common Elements, unless carried or leashed,or inany grass or garden plot under any circumstances. Itwill be the responsibility ofthe unitowner/resident to remove all animal waste from public areas as it occurs.

5. No noxious or offensive activity shall be carried on in any unit or on the Common Elements,nor shall anything bedone therein,either willfully or negligently, which may be or become an annoyance or nuisance tothe other unitowners or occupants. Unit owners/residents shall not cause or permit anything to be hung or displayed on the outside walls or doors ofthe building. No signs,awnings,canopies shutters, or radio or non-satellite television antennas shall be affixed to or placed on the exterior walls or doors,roof,or any partthereofor exposed on any window, without prior consent ofthe Board ofGovernors.

6. Unitowners/residents shall not cause or permit a window air conditioner to be installed without prior consent ofthe Board ofGovernors. Each unitowner/resident shall be obligated to maintain and keeptheir unit in good order and repair. No guns or weapons ofany kind may be used may be used in the Common Elements. No unit owner/resident shall make or permit disturbing noises

onthe Common Elements or units bythe unitowner/resident orfamily,servants,employees, agents,visitors and licenseesofsuch owner/resident,norand permitted anything bysuch persons thatwill interfere with the rights,comfortorconvenience ofother unitowners/residents. No unit owner/resident shall play upon,or suffer to be played upon,any musical instrument or operate or suffer to be operated a phonograph,television set or radioon the premises between the hours of 11:00P.M.and 8:00A.M.,ifthesame shall disturb orannoy otheroccupants ofthe building.

7. Nothing shall be done inany unitoron the Common Elements which willimpair the structural integrity ofthe building or which would change the structural integrity ofthe building or which would change the structure ofthe building.

8. No clothes, sheets, blankets, laundry or similar articles shall be hung out of a unit or exposed on any part of the Common Elements. The Common Elements shall be kept free and clear of rubbish, debris and other unsightly materials. Each unit owner/resident shall keep his/her unit in a good state of preservation and cleanliness and shall not sweep; throw; permit to be swept or thrown therefrom, or from the doors, windows or decks thereof; any dirt or other substance.

9. No"For Sale","For Rent"or"For Lease"signs or other window displays or advertising may be maintained or permitted on any part ofthe property or in any unittherein nor shall any unit be used or rented fortransient,hotel or motel purposes. Signs such as"For Sale","For Rent",or"For Lease" are temporarily allowed during thetime ofthe active showing ofa unit bythe owner/resident or their agent.

10. Allradios,televisions orother electricalequipmentofanykindornatureinstalled or used in each unitshall comply fully with all Rulesand Regulations,requirements ofthe Fire Department and the public authorities havingjurisdiction, and the unitowners/residents alone shall be liable for any damage or injury caused byany radio,television or other electrical equipment in such unit.

11. The agents ofthe Board ofGovernors or the managing agent and any contractor or workman authorized bythe Board ofGovernors and/or the managing agent may enter any room or unitin the building at any reasonable hour ofthe day after notification(except inthe case of emergency)for the purpose ofinspecting such unitfor the presence ofany vermin, insect,other pests,or other condominiums related issues.

Ifalterations or repairs to the electrical or plumbing system inany unit are scheduled by any unit owner/resident that mightcause disruption to any other owner/resident inthat building,they shall notify the property manager who will inturn notifythose who might be affected. Atleast 72hours'notice must be given,except in an emergency. Since the plumbing is a Common Element,the Board orthe property manager reserves the rightto pre-approve thecontractor.

12. No unitowner/resident or any ofhis licensees,lessee's,or visitors shall at any time bring into or keep in his unitany flammable, combustible, or explosive fluid material,chemical,or substance, exceptsuch lighting and cleaning fluids as are customary for residential use.

13.Ifany keys are entrusted by a unitowner/resident or by any member ofhis/herfamily,agent, servant.employee,licensee, visitor,orthe Board ofGovernors whether for such unitor an automobile,truck or other item ofpersonal property,the acceptance ofthe key shall bethe sole risk ofsuch unitowner/resident and the Board ofGovernors shall notbe liable for injury,loss or damage ofany nature whatsoever directly or indirectly resultingtherefrom orconnected therewith.

14. The color ofthe portion ofdraperies, blinds,curtains or shutters visible from the exteriorshall conform to standards specified by the Board ofGovernors. The current standards are white for all four.

15. No petroleum products may be added to or removedfrom any internal combustion engine within any unitor Common Elementofthe condominium. No repairing ofautomobiles shalltake place within the condominium,nor shallthe parking spaces be used for any purpose other than to park a registered motor vehicles and bicycles,excluding specifically trucks,commercial vehicles,and trailers for maintenance or repair purposes.

16. To preventthe freezing ofpipes and other types offrost damage tothe buildings,each unit owner/resident shall keep his or her unitheated to notlessthan 55 degrees Fahrenheit at alltimes during the heating season,whether or notthe unitis occupied. In addition each unit owner/resident shall turn offthe water leading to the outside sill cocks prior to onset ofcold weather.

17. Unitowners/residents shall be entitled to the exclusive use ofthe driveway leading from the streetto such units garage forthe purpose ofparking private passenger vehicles including sport utility vehicles,mini-vans and vans,and are subject to the obligation to keep the driveway surface in a clean and safe condition. All driveways and parking areas shall be partofthe Common Element and facilities ofthe condominium subjectto regulation bythe Board of Governors whose regulations shall not beinconsistent with the exclusive rights ofthe unit owners/residents to use their driveways.

18. Nocommercial vehicles(except in connection with service or maintenance being provided to a unit or Common Element),boats,trailers, mobile homes,campers, ATVs,buses or recreational vehicles ofany kind shall be permitted to be parked inany ofthe driveways or parking areas. No unit owner/resident or any ofhis licensees shall bringto the premises any motor vehicle which has thereon any sign,advertising, company logo,or other writing, or display otherthan thatofthe manufacturer ofthe vehicle.

19. All other common parking,driveways and related facilities shall be a partofthe Common Element and facilities ofthe condominium to be shared by all unit owners and their guests; however,all such facilities shall be subjectto regulation bythe Board ofGovernors and may include,without limitation,the adoption ofreasonable rules and regulations which allow for:

a) Visitors to park neartheir host.

b) Unitownersas long asthey do not block a driveway,entrance or exit and do not interfere with snow removal duringthe winter months.

c) Control or limit the number and location ofparking spaces which may be used by occupants of any unit. Only one unit owner/resident vehicle may be parked in the satellite parking area at any given time.

d) Provide for the efficient removal ofsnow orthe making ofrepairs to the parking areas and other Common Elements and facilities.

e) Ensure that parking spaces are not being used by vehicles other than those owned by unit owners/residents or their guests.

f) Novehicle registered to a unit owner/resident,unit owner/resident guests or family members shall be parked overnight in one ofthe satellite's parking spacesfor more than three consecutive days. All cars are subjectto being towed atthe owner expense.

g) Under nocircumstances may any vehicle be parked on grassy areas.

h) Under no circumstances may any vehicle be parked behind the Community Center or on the street overnight. This includesthe main streets and circle streets.

i) Novehicle shall be parked in such a manner as to impede the free passage ofANY vehicle through the streets or driveways atany time. Garage doors areto be kept closed unless the garage is in use. They may be left open lessthan eighteen inchesfor ventilation depending on the weather.

20.Trash and recycle totes may be moved to the street after 6:00 P.M.the evening before the collection day. They are to be on the streetthe day oftrash and recycle collection before 8:00 A.M. All totes are to be returned to the garages by no later than 8:00P.M on the day ofthe trash and recycle collection. Exceptforthe totes atthe Community Center,all totes are to be stored in the garage and not left on the Common Elements.

21 At alltimes, butespecially during the cold winter months the following rulesare implemented to protect each unit(and other units inthe same building)should there be a problem with frozen pipes, gas or electrical outage,etc. while the unit isempty. Before leaving on an extended trip(over ten days)please follow this checklist:

a) Notify atrusted friend, neighbor,or relative with the dates the unit will be vacant. Advise them ofthe names ofany other person(s)who may be staying or checking on the unit while the unit owner/resident is away. Leavethem a contact number.

b) Turn offthe water valve to the hot water heater. Unplug the cord leading to the water heater so there is no power being supplied to the tank in casethe tank should become dry.

c) Turn off all cold water valves,including the valves connecting the hosesto the washing machine.

d) Setthe thermostat nolowerthan 55degrees Fahrenheit.

Inthe event a unit owner/residentexperiences difficulty in completing these items please call the property management office and ask for assistance.

22. To allow for personalization to the exterior ofthe units the following rules and regulations have been adopted.

a) Additional plants and/or statuary may be added to the planting bed infront ofthe unit, planting bed in center drive circles,sides ofunits, along decks,and the backside ofthe units. Nothing should be placed where itwill interfere with the work ofthe landscape company. Should a unit owner/resident choose to plant inthe planting beds,the side oftheir unit,along the deck or the backside oftheir unit,the Association will not beresponsible for damage, weeding,or maintenance ofthe plantings. A blue stake isto be installed in all planting bedsto indicate tothelandscape company thatthe planting bed is being maintained by a unit owner/resident. For planting beds marked with ablue stakethe unit owner/resident is responsible for the maintenance ofthe plantings. Shrubs and bushes in the front ofall units will be pruned annually by the landscape company withoutregard to the blue stake to make sure they are properly maintained (i.e., no growth over the bottom ofa kitchen window or top ofthe front porch). When planting,please be careful notto rupture irrigation lines,sprinkler heads and/or gas lines. Donotplantin areas wherethereare gaslinesrunning alongthe sidesofunits. Notrees may be planted in planting beds,onthe sidesofunitsorbehind decks.

b) No plants are to interfere with the building foundation nor rest againstthe building wall or deck wherethey can abrade its surface. Planting beds on the side ofunits,along the decks or the backside ofa unit are notto extend outward more than four feetfrom the building foundation or edge ofthe deck. All plantings must not interfere or restrict work ofthe landscape

company.

c) Nothing is to be permanently attached to the deck railings or supports(e.g.,privacy screens,poles for hanging plants,flower boxes,gates by steps,etc.).

d) Noloose or unsecured decorative objects are allowed due to the potential ofunexpected storms,and extreme high winds that may develop.

e) Upto three non-plant decorations are allowed in the planting area infront ofa unit or center circle,on the sides ofunits,and behind decks. They may not be plastic,shiny,create noise, or could become airborne. The heightofany solid(cement)or other objects inthe planting area should notexceed 24 inches nor have a combined width and depth ofover 30inches. Cement objects are allowed to be either natural or white. No religious statuary isallowed. No objects ofany kind are allowed on the lawn area or in immature trees. All deteriorated non-plant objects must be removed by the unit owner/resident.

f) Solar cell lights may be usedjudiciously in planting beds provided they do not conflict with lawn maintenance. No colored solar cell lights are permitted in the unit and center circle flower beds. No solar cell lights are permitted around the ornamental trees.

g) Flower pots on or around the porches,on driveways, white planter boxes on front porches, white or wood planter boxes on back decks and hanging planters are acceptable, as long as they do not interfere with lawn maintenance. Shepard's crooks with hanging baskets in unit and center circle flower beds are allowed, but must be secured in a fashion that will not be a hazard in severe weather. Shepard's crooks are not permitted in lawns or around trees.

h) Bushes,shrubs and trees, exclusive ofthe planting beds, may be planted on the Common Elements by unit owners/residents,by individuals or groups with prior approval ofthe Board ofGovernors. The Board ofGovernors will notbe held responsible for their survival

i) Allflower pots on driveways, along the walkways and around the porches must be removed during the winter for plowing and shoveling.

j) Objects hanging from exterior walls are allowed ifthey are fastened with removable materials. Nails penetrating the cementitious siding are notallowed.

k) Garage door remote control keypads may be attached to the garage door trim. Thermometers and sending units for remote thermometers are allowed attached inconspicuously to thePVC trim.

1) A maximum ofthree hanging items may be displayed on the porch area ofany unit, including one wind chime. No hanging items may be attached to the front porch ceiling.

m) One wreath and one sign,notto exceed 100square inches inarea,areallowedoneitherthe frontdoororadjacentexteriorwall. Thesign may state"Welcome",the family name,the unit number,be seasonal, or display a universal welcome.

n) White non-blinking exterior decorative lighting is permitted from Thanksgiving to New Year's Day. Lights are notto be attached in any way to the walls,roof,or gutters. Nails are not allowed. All lighting and wiring, including extension cords, must be U.L.(Underwriter's Labs)rated for outdoor use and are notallowed to reston stairs. Decorated lighted trees are allowed on unit owner/resident porches,and lights outlining porchrailings and balustersare allowed. Decorations including lights,trees,reindeers, icicles,ornaments, or other freestanding decorations or statutes are not allowed in the planting beds,on the lawn area,trees, in the tree beds,or attached to the porch ceiling,roofor gutters. Neon blinking or oversized

lighted figures are notallowed on front porches,decks, under decks or in windows.

23. Only white furniture is allowed on front porches.

24. The reardeckfurniture may be ofany color or material. Propane grills and umbrellas are permitted. Charcoal Grills and smokers are notallowed by order ofthe Hudson Fire Department. Everything should be secured when not in use. Decks will be maintained bythe Condominium Association.

25. No debris is permitted at any time under decks,in back yards,or other Common Elements. This includes but is not limited to deteriorated window boxes,used flower pots,plant clippings,etc. No potting soil or plant matter that is decomposable may be disposed in the trash or recycle totes per the Commonwealth ofMassachusetts law.

26. The American flag may be displayed in compliance with applicable federal and state law. Other decorative flags and security service signs are not permitted. The flag should be brought down at dusk and besecured against any potential high winds. Screws may be used to fasten flag pole brackets to the verticalPVCtrim on the porches or in the case ofunits with two car garage the trim between the garages. They must be longenoughthatthey will not be ripped outby either the wind or the weight ofthe flag they are supporting. Recommended minimum length is at least one inch. Brackets are not allowed to befastened to the horizontal trim(crown molding) overthe porch or garage doors. A security service decal notto exceed 2"x 6" may be displayed on the small porch window.

27. Birdfeeders are only allowed in the planting areas infront of units, planting areas in center drive circles, planting areas on backside ofunits,from decks,or in the immediate area behind the deck. No bird feeders are to be on the lawn or hanging from trees.

28. No reception antenna,satellite dishes,orstructure usedtotransmitradio,television, cellular,orother signals are permitted to be installed by a unit owner/resident on the Common Elements.

29. The costfor removal ofdead varmints from the inside ofunits once the outside access point(s) have been fixed will be shared equally by the Association and the unit owner.

30. Unit owners/residents that harass any contractor crew member will be fined $25 per incident. If as a unit owner/resident you have a concern contactthe property management company or a Board member.

31. The cost associated with calls to the afterhours property management number will be billed back to the unit owner ifthe call is deemed to not be an emergency by the Board ofGovernors.

32. Quail Run emails are to provide information ofgeneral or local interest that's specifically related to unit owners/residents. Quail Run email submissions are monitored and must conform to the following rules:

a) All messages for email distribution must be signed and dated by the unit owner/resident originating the message.

b) No bad language,profanity or pornography is allowed.

c) No statements that could be considered slanderous or libelous are allowed.

d) Emails are only sent to Quail Run unit owners/residents.

e) No business promotion topics, fund raising information or promotion of vendors are allowed.

Ifthere are questions regarding the Quail Run email rules, please contact the Chairperson ofthe Communications Committee.

33. The role ofthe Social Committee is to schedule all community wide social events and handle all rentals and bereavement events. They are not responsible for any other community activities(e.g., book club). Responsibility for the scheduling and notification ofother group events rests with the resident members ofthose groups. Please contact the appropriate Social Committee member to have your non-rental or bereavement event added to the calendar so scheduling conflicts do not occur.

The Community Center use is restricted to unit owners and residents. All scheduled activities must be open to all unit owners and residents. No non-community people are to be present unless the Community Center is being used for a rental or bereavement event. No activities that do not include all community unit owners and residents are permitted except for a rental or bereavement. However,complimentary uses ofthe Community Center are at the discretion ofthe Board of Governors and will require a $100 security deposit.

Only unit owners are permitted to rent the Community Center or schedule a bereavement event. The responsible unit owner must always be present during these events.

Requests for variances to these rules will be considered on an individual basis by the Board of Governors upon written submission to the Board. Any consent or approval given under these Rules and Regulations may be added to, amended or repealed at any time by resolution ofthe Board of Governors

Violations ofRules,Regulations and By-Laws

When a written, signed complaint ofa violation is received by the management company,the property manager will make a determination ifa violation exists. If it is determined that a unit owner/resident may be in violation ofthese Rules and Regulations, the property manager will notify the unit owner/resident by mail detailing the noncompliance. To avoid penalties, the unit owner must:

1. Correct the non-compliance or, ifthe non-compliance cannot reasonably be corrected within seven(7)day,inform the manager in writing prior to expiration ofthe seven (7)day period,that the non-compliance will be corrected, stating a schedule to do so. Ifthe Unit Owner seeks a correction period longer than seven (7)days,the property manager will turn the matter over to the Board of Governors for determination. The Board may concur with the proposed schedule, or establish a schedule for compliance with the unit owner/resident.

2. Alternatively, the unit owner/resident may request a hearing before the Board to either request an exception, or to argue that he or she is in compliance. The decision ofthe Board to determine compliance, to grant or refuse an exception, and to establish a date for compliance, will be final.

If any non-compliance for any violation of the Master Deed, Rules and Regulations, or Trust Documents is not corrected with the time allowed, the unit owner/resident shall be billed a penalty of $10.00 (ten dollars) each day until the noncompliance is corrected. No additional notice needs to be sent.

Fines assessed pursuant to this section shall be due and payable with the next maintenance fee and if the non-compliance persists, with succeeding maintenance fees, legal fees and expenses incurred by the Association to enforce this section shall be borne by the unit owner/resident.

The unit owner/resident shall be charged the fine(s) on behalf oftheir guests and/or lessees in case of violation.

The Board of Governors, its agents, or its management company has the right to remedy any violation and charge the unit owner/resident responsible for any expense incurred. Fines that remain unpaid over 60 days, together with all costs and expenses of collections, including reasonable attorney fees, will constitute a lien on the unit as provided by Massachusetts General Law,Chapter 183A. Any rule found to be invalid does not invalidate any remaining rules in this document.

Condominium fees and all other applicable charges are due on the first day of each month with a fifteen (15)day grace period. Any and all payments received will be applied to the oldest charges first. Unit owners are required to send their payments in full and on time even if an invoice or coupon is not received.

Any unit owner whose payment has not been received in full and on time resulting in an outstanding balance of twenty five (S25.00) dollars or more, will automatically be assessed a late fee of twenty five ($25.00) dollars. A Notice of outstanding charges notice will be sent by the managing a gent shortly after the fifteenth(15)of each month, including any late fees and/or other charges that have been assessed to the account of each unit owner.

If any unit owner wishes to dispute any charge(s) on his/her account, except for condominium fees and/or Budget Amendments, then he/she must:

a) Pay the stated charges in full. Otherwise the unit owner's request to dispute the charge(s) will be denied and the charges will remain on the unit owner's account

b) Submit a written request within thirty (30) days of receipt of said notice stating why the disputed charges should be waived. Furthermore, it is the unit owner's responsibility to ensure that the managing agent has received such request and to find out when the next Board of Governors will meeting be held.

c) After receiving the unit owner's written request, the managing agent will acknowledge receipt of such request from the unit owner, as well as of the date of the next Board of Governor's meeting the request will be presented to the Board. In addition, the unit owner may attend the meeting in person to answer any questions from the Board. After the Board meeting,the managing agent will notify the unit owner in writing ofthe Board decision. Ifthe Board approves the unit owner's request, then the unit owner's account will be credited for that specific amount and the unit owner's next monthly invoice will reflect the credit, or if the Board denies the unit owner's request,the unit owner will be deemed to have exhausted all further appeals and will remit payment in full as originally invoiced.

d) The managing agent shall have no authority to waive late fees and/or any other charges without the approval ofthe majority ofthe Board of Governors.

These Revised Rules and Regulations are effective as of June ,2019 and will remain in force until rescinded or as amended by the Board of Governors.

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THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION ANTENNA AND SATELLITE DISH RULES AND REGULATIONS

The undersigned, being a majority of the Board of Governors ("Board") of the Villages of Quail Run Condominium Association, Inc. ("Association") which B y-Laws were recorded on June 30, 2008 with the Middlesex Count y South District Registry of Deeds in Book 51379, Page 419, as amended, ("By-Laws "), which Association is of the or ganization of Unit Owners of The Villages at Quail Run Condominium, a condominium established pursuant to Massachusetts General Laws, Chapter 183A, b y a Master Deed dated June 14, 2002, and recorded with the Middlesex County South District Registry of Deeds in Book 35747, Page 213, as may be amended, in order to comply with the Federal Telecommunications Act of 1996 and the Order and Rules promulgated by the Federal Communications Commission on September 25, 1998 and November 20, 1998, do hereby adopt the following resolution relating to antennas and satellite dishes pursuant to Article VIII, Section 12 of the B y-Laws:

I. Definitions.

(a)Reception Antenna means an antenna, satellite dish, or other structure used to receive video programming services intended for reception in the viewin g area. Examples of video programming services include direct broadcast satellite services, multipoint distribution services, and television broadcast signals. The mast supporting the Reception Antenna, cabling, supports, guy wires, conduits, wiring, fasteners, bolts or other accessories for the Reception Antenna or similar structure are part of the Reception Antenna. A Reception Antenna that has limited transmission capability designed for the viewer to select or use video pro gramming is a Reception Antenna provided that it meets Federal Communications Commission standards or radio fre quency radiation and a Transmission Antenna which is used solel y in conjunction with a Reception Antenna shall be considered a Reception Antenna for purposes of the Resolution. Structures similar to Reception Antennas are any structure, device, or equipment that is similar in size, weight, appearance to Reception Antennas.

(b)Transmission Antenna means any antenna, satellite dish, or structure used to transmit radio, television, cellular, or other si gnals other than a Reception Antenna as defined above.

2.

(a) No resident shall install a Reception Antenna on any portion of the common areas and facilities unless the area is a limited common element or exclusive use area appurtenant to the unit where the resident resides.

(b) A Reception antenna which encroaches on the air space of another owner's unit or limited common area or onto the general common areas does not comply with this rule. The antenna must be placed entirely within the exclusive use area and is not allowed to protrude into the common area airspace beyond a balcony or porch.

3. If a Reception Antenna is installed in a limited common area or exclusive use area appurtenant to the unit where the resident resides, such installation shall be subject to the following:

(a)Reception Antennas shall be no larger than necessary for reception of an acceptable quality signal; provided that under no circumstances shall Reception Antennas for direct broadcast satellite services be larger than one meter in diameter.

(b)Due to safety concerns relating to wind loads and the risk of falling structures, masts, supports, and other structures more than twelve feet in height must receive the prior written approval of the Board. The owner must submit an application including detailed drawings of the structure and methods of anchorage.

(c)To the extent possible, Reception Antennas should be placed in areas that are shielded from view from outside the Condominium or from other units; provided that nothing in this rule shall require a Reception Antenna to be placed where it precludes reception of an acceptable quality signal unless no acceptable reception is available in any limited common area or exclusive use area, in no event may Reception Antennas be installed on roofs, lawns or other general common areas. The Board may require that connections of wiring must be through the glass of the nearest window or sliding glass door of the unit owner and may not be connected through general common areas.

(d)Reception Antennas or similar structures shall not be placed in areas where they block fire exits, walkways, parking spaces ingress or egress from an area,(including units) fire lanes, fire hoses, fire extinguishers, safety equipment, electrical panels, or other areas necessary for the safe operation of the condominium. The purpose of this rule is to permit evacuation of the residents and to provide clear access for emergency personnel.

(e)Reception Antennas or similar structures shall not be placed within two feet of electric power lines and in no event shall they be placed within an area where it can be reached by the play in the electric power lines. The purpose of this rule is to prevent injury or damage resulting from contact with the power lines.

(0 If Reception Antennas are allowed to be placed outside the building, the Board may require it to be painted to match, or be compatible with, the color of the building if such painting does not cause an unacceptable quality signal. In addition, the Board may require a resident to install and maintain inexpensive screens or plants to shield the Reception Antenna from view, consistent with the requirements of Federal Communications Commission rules

(g)Any resident installing, maintaining, or using a Reception Antenna shall do so in such a way that does not materially damage the general common elements or the units, void any warranties of the Association or other owners, or impair the watertight integrity of the building,

(h)The residents who own or use a Reception Antenna are responsible for all costs associated with their Reception Antenna including, but not limited to, costs to: (a) repair, maintain, remove, and replace the Reception Antenna; (b) repair damages to the common elements, the unit, other units, and other property caused by the installation, existence, use, or removal of the Reception Antenna; (c) pay for medical expenses incurred by persons injured by installation, existence, or use of the Reception Antenna; and (d) reimburse residents or the Association for damages caused by the installation., existence, or use of the Reception Antenna, To the extent permitted by the FCC Regulations if a contractor is hired to install the antenna, the contractor must provide evidence of insurance of the installer in satisfactory kinds and amounts to the Board prior to the commencement of work, naming the Association as an additional named insured,

(i) Due to safety concerns relating to the falling of structures, all Reception Antennas shall be securely attached at their base and shall, if necessary, have guy wires securing the device. Guy wire, fasteners and the like may not be attached to common areas and facilities. No holes are allowed to be made into the cement siding nor the vinyl trim. No screws, nails, bolts, or other fasteners may be attached to the common area siding,

(j)Residents shall not permit their Reception Antenna to fall into disrepair or to become a safety hazard.

4. Process and Procedure.

In the event of a violation of these rules, the Board may bring an action for declaratory relief with the Federal Communications Commission (FCC) or any court having jurisdiction over the matter. The Association shall he entitled to fines, reasonable attorneys' fees and costs and expenses if these rules are found to have been violated and if the unit owner or resident does not correct the violation within twenty-one (21) days of the finding of a violation. In addition, the Board may seek injunctive relief

5. Transmission Antennas are prohibited except for those defined in Section 1(a),

6. At least five (5) days prior to the commencement of any installation, the resident is requested to provide a copy of the Notification Form attached hereto to the Board, but the resident must provide the Notification Form no later than five (5) days after installation. If the work is performed by a contractor, the contractor must be licensed and insured.

7. The resident is responsible for the immediate removal of the Reception Antenna if it must be removed in order for the Board to repair, paint or maintain the area where it is installed. The Board shall attempt to provide reasonable notice of the need for such removal. If a resident fails to timely remove their Video Antenna, the Board may do so at the resident's expense

8. If any of these provisions are ruled to be invalid, the remainder of these rules shall remain in full force and effect. In addition, if any of the provisions contained in this resolution are ruled to create unreasonable costs, unreasonable delay or prevention of an acceptable quality signal by a resident or unit owner in violation of the FCC Orders and Rules, then such provisions shall be void but the remainder of these rules shall remain in full force and effect.

9. The Board may amend this Resolution from time to time as it deems necessary.

10.This Resolution supersedes any Resolutions promulgated by the Trustees relating to antennas and satellite dishes and in the event of a conflict, this Resolution shall control and prevail.

In all other respects the Rules and Regulations as hereby amended by the Resolution are hereby ratified and affirmed.

EXECUTED under seal this Z.7- day of

eueit)betliLe-et.A--

fi) clingli County, ss.

MAJORITY OF THE BOARD OF GOVERNORS OF THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION AND NOT INDIVIDUALLY

COMMONWEALTH OF MASSACHUSETTS

On this 21... day of a-VIA , 2010, before me, the undersigned notD, public, personally appeared gtbe M" teut Gcrcon , Zle-hara e,41 Ete = 5 5 , proved to me through satisfactory evidence of identification, being (check whichever applies): D driver's license, or other state or federal governmental document bearing a photographic image, D oath or affirmation of a credible witness known to me who knows the above signatory, °PS-my own personal knowledge of the identity of the signatory, to be the persons whose names are signed above, and acknowledged the foregoing to be signed by them voluntarily for its stated purpose, as Board Members of the Governors of the Villages at Quail Run Condominium Association.

dartio,i,._e_ 60-tiket

Notary Public

My Commission Expires: Print Notary Public's Name: Qualified in the Commonwealth of Massachusetts ,2010.

Bk: 61379 Pg: 419 Doc: BY

Page: 1 of 43 06i30/2008 12:18 PM

THE VILLAGES AT QUAIL RUN CONDOMINIUM

CERTIFICATE AS TO BY-LAWS

Reference is hereby made to those certain By-Laws of The Villages at Quail Run Condominium Association, Inc. which are the By-Laws of, pursuant to Massachusetts General Laws, Chapter 183A, The Villages at Quail Run Condominium Association, Inc. the organization of unit owners of The Villages at Quail Run Condominium, a condominium established, pursuant to Massachusetts General Laws, Chapter 183A, by Master Deed dated June 14, 2002, and recorded with the Middlesex County South Registry of Deeds in Book 35747, Page 213, as amended.

Whereas the By-Laws of The Villages at Quail Run Condominium Association, Inc. were not recorded at the Middlesex County South Registry of Deeds (the "Registry of Deeds) at the creation of The Villages at Quail Run Condominium.

Whereas, the Board of Governors desires to record the By-Laws of The Villages at Quail Run Condominium Association, Inc. at said Registry of Deeds.

NOW THEREFORE, we, the undersigned, being a majority of the Governors of The Villages at Quail Run Condominium Association, Inc. do hereby certify the By-Laws attached hereto are the By-Laws of The Villages at Quail Run Condominium Association, Inc.

MAJORITY OF THE GOVERNORS OF THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION AND NOT INDIVIDUALLY

COMMONWEALTH OF MASSACHUSETTS

iaLcaleek, ss. ivinutik , 2008

• Then personally appeared the above-named bt arlat . &tee bhd,rd ri,ox ffyx:4a/uv I rad' pre rt Ito and vefor proved to me through satisfactory evidence of identification, being (check whichever applies): driver's license, or other state or federal governmental document bearing a photographic image, oath or affirmation of a credible witness known to me who knows the above signatory, or my own personal knowledge of the identity of the signatory, to be the persons wKose names are signed above, and acknowledged the foregoing to be signed by them voluntarily for its stated purpose, as Governors of said The Villages at Quail Run Condominium Association., Inc.

THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION, INC.

ARTICLE I

DEFINITIONS: All terms and expressions herein used which are defined within the provisions of Chapter 183A, Section 1, of the General Laws of Massachusetts, as amended, shall have the same meanings unless the context indicates otherwise. Further, the additional terms defined in this Article shall, for all purposes of these By-Laws, have the meaning herein specified.

Articles of the Association shall refer to the Articles of Organization of THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION, INC., (hereinafter referred to as the "Association") which are on file in the office of the Secretary of The Commonwealth of Massachusetts, a true copy of which is on file at the principal office of the Association, together with such amendments to the Articles of the Association as may from time to time be properly made.

Association shall mean THE VILLAGES AT QUAIL

RUN

CONDOMINIUM ASSOCIATION, INC., and shall have the same meaning as "Organization of Unit Owners" as defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, i.e., "the...association owned by the unit owners and used by them to manage and regulate the condominium."

Board of Governors shall mean the Board of Directors of the Association.

Booster Pump Station shall mean the water booster pump station and related equipment.

By-Laws of the Association shall mean the By-Laws of THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION, INC., as they may be amended from time to time, pursuant to the provisions contained in said By-Laws. 1

Declarant shall refer to REED VILLAGE, L.L.C., a Massachusetts limited liability company with its certificate of organization filed with the Commonwealth of Massachusetts, its successors and assigns.

Fiscal 'Year shall mean the calendar year, unless changed or modified by the Board of Governors.

Gender shall in the By-Laws of the Association not only refer to the masculine, but also to the feminine and neuter gender, and the use of the singular shall be deemed to include the plural and vice versa, whenever the context so requires.

Master Deed shall mean the instrument by which THE VILLAGES AT QUAIL RUN CONDOMINIUM shall be submitted to the provisions of Chapter 183A of the General Laws of Massachusetts. The term shall include any Amendments thereto.

Members of the Association shall mean any person, corporation, partnership, joint venture or other legal entity which is a member of the Association as defined in the By-Laws of the Association, the Articles of the Association and the Master Deed.

Organization of Unit Owners - See Association definition on page one.

Owner — Shall mean owner of a unit, also referred to as unit owner.

Person shall mean an individual, corporation, unincorporated association, partnership, joint venture, trustee, conservator or administrator.

Property shall mean all the land and the common area, buildings and improvements located in THE VILLAGES AT QUAIL RUN CONDOMINIUM AT HUDSON, MA. 2

Restrictions shall mean any restrictions contained in the Master Deed and the By-Laws of the Association.

Rules and Regulations of the Association shall mean THE VILLAGES AT QUAIL RUN

CONDOMINIUM, INC.'S Rules and Regulations as may be adopted by the Board of Governors pursuant to the provisions of the Master Deed and the By-Laws of the Association, as they may be amended from time to time.

The Villages At Quail Run Condominium Master Deed – Shall mean the Master Deed dated June 14,2002 and recorded in Middlesex South District Deeds as Instrument No. 221 of June 25, 2002.

The Villages At Quail Run Condominium shall mean the premises to be submitted to the provisions of Chapter 183A of the General Laws of Massachusetts as a condominium by the Master Deed recorded in Middlesex South District Deeds and any amendments thereto duly adopted and recorded.

Unit Owner shall mcan the owner of said unit.

ARTICLE II

GENERAL

SECTION I – THE CONDOMINIUM

The Condominium is located on a parcel of land situated in Hudson, Massachusetts, more particularly described in the Master Deed dated June 14, 2002, recorded with the Middlesex South District Registry of Deeds, and shown on the plans filed with said Master Deed entitled, "Plan of Land in Hudson, MA prepared for: Reed Village, LLC, 38 Brigham Street, Marlborough, MA 01752 Prepared by: Bruce Saluk & Associates, Inc. Civil Engineers & Land Surveyors, 576 Boston Post Road, Marlborough, MA 01752 date: 2001 Scale : 1" = 60'.

SECTION 2— THE ASSOCIATION

THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION, INC., (the "Association") has been organized to perform the functions set forth in Section 10 of said Chapter 183A and described in the By-Laws of the Association, except for those to be performed by others as set forth in the By-Laws of the Association or the terms and provisions of the Master Deed. The Association is charged with the duties and has the power prescribed by law, set forth in the Master Deed, the Articles of the Association and the By-Laws of the Association, as they may be amended from time to time. Neither the Articles of the Association nor the By-Laws of the Association shall, for any reason, be changed or interpreted so as to be inconsistent with the Master Deed.

The Association is an organization owned by the Unit Owners of THE VILLAGES

AT

QUAIL

RUN CONDOMINIUM

and used by them to manage and regulate the Condominium. Each Unit Owner, upon becoming a Unit Owner, 'shall be deemed a Member of the Association. As a member of the Association, the rights, duties, privileges, immunities and liabilities of being a Unit Owner shall be those set forth in and shall be exercised in accordance with the Master Deed, the Articles of the Association, the By-Laws of the Association and the Rules and Regulations of the Association as the foregoing may be adopted or amended by the Association or by the Board of Governors, as provided therein.

Membership in the Association shall not be transferred, pledged or alienated in any way, except upon transfer of title of a Unit and then only to the transferee of title, except in the instance of suspension of membership as provided hereunder. Any attempt to make a prohibited transfer shall be null and void.

SECTION 3— PROVISIONS OF BY-LAWS APPLICABLE

The provisions of the By-Laws of the Association are applicable to the Condominium and to the use and occupancy thereof. The provisions of the By-Laws of the Association shall

Bk: 61379 Pg: 426

automatically become applicable to any property, which may be added to the Condominium by act of the Declarant, its successors or assigns, or of the Association.

SECTION 4— BY-LAWS APPLICABLE TO PRESENT AND FUTURE OWNERS

All present and future owners, mortgagees, lessees and occupants of Units and their employees and any other person(s) who may use the facilities of the Condominium in any manner are subject to the By-Laws of the Association, the Rules and Regulations of the Association, the restrictions contained in the Master Deed and the Articles of the Association. Accepting a deed to a Unit, taking conveyance of a Unit, entering into a lease for use of a Unit or the act of occupying a Unit shall constitute an agreement that all of the above documents, restrictions and conditions, as they may be amended from time to time, are accepted, ratified and shall be complied with.

SECTION 5 — OFFICE OF THE ASSOCIATION

The office of the Association and of the Board of Governors shall be located at the Condominium or at some other location within the Commonwealth, as may be selected from time to time by the Board of Governors and of which the Unit Owners and listed mortgagees have been given written notice.

SECTION 6 — CERTIFICATES OF MEMBERSHIP

The Board of Governors may provide for the issuance of certificates of membership in the Association in a form, which it shall determine. One such certificate shall be issued for each Unit and shall contain the name and address of the member or members who own such Unit, the Unit designation, its location and the beneficial interest appurtenant to said Unit. The Clerk shall enter the date of issuance in the records of the Association.

SECTION 7— DOCUMENTS AVAILABLE FOR REVIEW

Copies of the By-Laws of the Association, the Articles of the Association, the Rules and Regulations of the Association and the Master Deed, as they may be adopted or amended from time to time, shall be available for inspection by Unit Owners and their authorized agent during reasonable hours.

SECTION 8- TERMINATION

The Unit Owners may remove the Condominium from the provisions of Chapter 183A of the General Laws of Massachusetts and the Master Deed by the procedure set forth in the appropriate section of said Chapter 183A, as may be amended from time to time;

Upon such removal, the Unit Owners shall be deemed to own the Condominium property as tenants in common, with undivided interest therein in the same percentage of undivided interest previously held by each Unit Owner in the common areas and facilities. Further, upon such removal, the Unit Owners shall be deemed to have withdrawn the Condominium property from the provisions of said Chapter 183A.

The removal provided for in this Section and in the Master Deed shall not bar the subsequent resubmission of the property to the provisions of Chapter 183A of the General Laws of Massachusetts.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS

SECTION 1- MEMBERSHIP

Every person who is an Owner of record of a Unit which is subject by covenants of record to assessment by the Association shall be a member of the Association, except that any such 6

person or entity who holds such interest merely as security for the performance of an obligation shall not be a member of the Association.

SECTION 2- VOTING

A member of the Association shall be entitled to a vote in the percentage of interest appurtenant to the Unit in which he holds the interest required for membership as described in Paragraph 6 of the Master Deed entitled "Interest of Unit Owner". When more than one person holds such interest in any Unit, all such persons shall be members of the Association and the vote for such Unit shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast on any issue with respect to any Unit and such vote shall be cast as an entirety as provided in the By-Laws of the Association.

ARTICLE IV BOARD OF GOVERNORS

SECTION 1 - CONSTITUTION

The number of governors, which shall constitute the whole Board of Governors, shall be at least three (3) and not more than five (5) persons as provided in the Master Deed. Until succeeded by the governors elected by the members, the initial governors need not be Unit Owners. Upon the expiration of the term of each governor of the first Board of Governors, the successors to such governor, elected by the members of the Association, shall be a Unit Owner. Except as provided in the Articles of the Association with respect to the first Board of Governors (including successors appointed by the Declarant), governors shall be elected on an annual basis. In any event, however, each governor shall hold office until such time as his successor has been elected and qualified, except in the event of death, resignation, and suspension of membership or sale of all his Units in the Condominium, which renders such person ineligible to be a governor. In the event that a corporation or other legal entity is a member of the Association, it may designate one or more natural

persons who shall be eligible to serve as governor.

SECTION 2 - ELECTION

Subject to the provisions of the By-Laws of the Association concerning the first Board (or any vacancy on such first Board), at each annual meeting of the Association or at a special meeting called for this express purpose, the members shall elect governors to fill such vacancies as may exist on the Board of Governors. There shall be no cumulative voting. The candidate receiving the highest number of votes for each vacancy shall be deemed elected.

SECTION 3- RESIGNATION

Any governor may resign at any time by giving written notice to the President or to the Clerk of the Association and thereupon such resignation shall take effect at the time specified in said written notice.

SECTION 4— POWERS AND DUTIES OF BOARD OF GOVERNORS

The Board of Governors shall have the powers and duties necessary for the administration of the affairs of the Condominium and may do all such acts and things except as by law, or by the Master Deed, or by the By-Laws of the Association, are reserved to the members of the Association acting at a properly called meeting or as are specifically allowed to the Association. Such powers and duties of the Board of Governors shall include, but shall not be limited to the following:

(a) Providing for the operation, care, upkeep and maintenance of the common areas and facilities of the Condominium and its appurtenant structures as provided in Article VIII hereof.

(b) Determining the common expenses of the Condominium, including, subject to the limitation imposed by the Association or by the restrictions contained in the Master Deed, the operation and maintenance of the property, and the allocation of income and expenses.

(c) Collecting the common charges from the Owners, including the right to enforce these collections by methods described elsewhere in the By-Laws of the Association.

(d) Opening bank accounts on behalf of the Association and designating signatories required therefore.

(e) Leasing, managing and otherwise dealing with such Condominium facilities as may be provided for as common areas and facilities, including without thereby limiting the generality of the foregoing the right to engage a professional management company, the right to grant permits, licenses and easements over the common areas for utilities, passage rights and other purposes reasonably necessary or useful for the proper maintenance or operation of the Condominium.

(f) Owning, conveying, encumbering, leasing and otherwise dealing with Units conveyed to it or purchased by it or by the Association as a result of enforcement of a lien for common expenses or otherwise.

(g) Obtaining insurance for the common areas and facilities as provided elsewhere in the By-Laws of the Association.

(h) Making repairs, additions, improvements to or alterations of the common areas and facilities in accordance with the other provisions of the By-Laws of the Association and as described in the Master Deed.

(i)Enforcing obligations to be performed or observed by the Unit Owners imposed on them by the Master Deed, the By-Laws of the Association and the Rules and Regulations promulgated pursuant thereto, including without limiting the generality of the foregoing, legal action to collect payment of common area expenses assessed. No legal action, however, shall be commenced, except as hereinafter provided, by the Association or its Board of Governors against parties other than unit owners or their mortgagees, without the prior affirmative vote of seventy-five (75%) percent of all the Unit Owners (based on beneficial interest in the Association) and specifying as a part of the vote a specific monetary limitation to be paid as legal fees and costs and expenses to be incurred in connection therewith. Such vote shall also include, as a part thereof, a special assessment on all unit owners on an amount equal to such monetary limitation, payable within thirty (30) days and deposited in a segregated account that is to be used only for such purpose. Such legal action shall not be commenced until at least seventy-five (75%) percent of such assessment has been collected

and so deposited; provided that the foregoing shall not prohibit any Unit Owner, at his own expense, to institute suit against the builder of his Unit, including the immediate common area for claims including breach of warranty or breach of contract.

(j) Adopting rules and regulations relating to the use, upkeep, preservation of the Condominium; including the right to establish the architectural and design standards for the additions to any Unit as requested by the Unit Owner including tennis court and swimming pool.

(k) Promulgating and collecting fines for violation of the Rules and Regulations, which fines shall be paid to the Association.

(1) Whether to purchase on behalf of the Association any Unit in the Condominium at a foreclosure sale as hereinafter provided; however, that any such purchase by the Association shall have the prior approval of seventy-five (75%) percent of the Unit Owners, excluding the Unit in question.

SECTION 5 — THE FIRST BOARD OF GOVERNORS AND SUBSEOUENT BOARDS

The first Board of Governors and their successors shall be appointed by the Declarant, including such successors in the event of vacancy, and shall consist of three (3) members who shall serve until the fourth annual meeting of the members of the Association is held pursuant to the provisions of Article V of these By-Laws of the Association. At each annual meeting, beginning with the fourth annual meeting of the members of the Association, all members of the Board of Governors shall be elected by the members of the Association to fill vacancies the Board of Governors and/or vacancies created by expiration of a term and all such successors thereafter to the Board of Governors shall be Unit Owners and members of the Association. Any governor elected to fill a vacancy in the Board of Governors otherwise created shall be elected to fill the unexpired term.

Notwithstanding anything to the contrary in these By-Laws contained, those Governors appointed or selected by the Declarant as aforesaid shall resign no later than the earlier of the following events:

(a). Four (4) months after seventy-five (75%) percent of the Units in the Condominium have been conveyed to Unit purchasers, provided all phases of the Condominium have been completed; or 10

(h). Five (5) years after conveyance of the first Unit.

The purpose of the foregoing provision is to require the transfer of control of the Condominium to the Unit Owners as above provided. For this purpose, "control" means the right of the Declarant to control the Unit Owners' Association or its Board of Governors, the Condominium itself or the Unit Owners in any manner, except through votes allocated to Units owned by the Declarant on the same basis as votes pertaining to sold Units.

SECTION 6— RESIGNATION AND REMOVAL

Any Governor may resign at any time by instrument in writing signed and duly acknowledged by that Governor in the manner required in Massachusetts for the acknowledgment of deeds, and such resignation shall take effect as in said instrument set forth. While the Declarant shall have the right to designate the Board of Governors of its choice, the Declarant may remove any Governor with or without cause and appoint a successor, and after the expiration of the Declarants right to designate, any Governor may be removed with or without cause, by vote of Unit Owners entitled to more than fifty (50%) percent of the beneficial interest hereunder and the vacancy resulting from such removal shall be filled in the manner provided in Section 7 of this Article. Any removal shall become effective upon the filing with the Secretary of State a certificate of officers signed by the Clerk or Assistant Clerk of the Association.

SECTION 7 VACANCIES IN THE BOARD OF GOVERNORS

Vacancies in the Board of Governors, other than the original Board, caused by any reason other than the removal of a governor under Section 6 of this Article, shall be filled by vote of a majority of the remaining governors at a special meeting of the Board of Governors held for that purpose, which meeting shall be held promptly after the occurrence of any such vacancy, even though the remaining governors present at such meeting may constitute less than a quorum, and each person so elected shall be a governor until the next annual meeting or special meeting of the 11

members of the Association duly called and held for the express purpose of electing a governor to fill the vacancy for the duration of the unexpired term, except that any vacancy occurring while the Declarant has the right to designate the Board of Governors shall be filled by appointment by the Declarant. Except for members of the Board of Governors, or their successors, appointed by the Declarant, no governor shall continue to serve as such if he shall cease to be a Unit Owner or if his membership shall be under suspension.

SECTION 8- BOARD OF GOVERNORS MEETING FOLLOWING FIRST ANNUAL MEETING

Within ten (10) days after the first annual meeting of members of the Association, there shall be a meeting of the Board of Governors at such time and place as shall be fixed by the Unit Owners at such meeting and no notice shall be necessary to the governors in order legally to constitute such meeting, provided majority of the whole Board of Governors shall be present thereat.

SECTION 9- REGULAR MEETINGS

Regular meeting of the Board of Governors may be held at such time and place as shall be determined from time to time by a majority of the members of the Board of Governors. Notice by first class mail or home delivery of regular meetings shall be given to each governor at least three (3) days prior to the day named for such meeting.

SECTION 10- SPECIAL MEETINGS

Special Meetings of the Board of Governors may be called by the President of the Association on three (3) business days' notice to each governor given by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Governors shall be called by the President or Clerk in like manner and on notice on written request of at least three (3) governors.

12

SECTION 11 — WAIVER OF NOTICE OF MEETINGS

Any governor may at any time in writing waive notice of any meeting of the Board of Governors and such waiver shall be deemed equivalent to the receipt of such notice.

SECTION 12- QUORUM

At all meetings of the Board of Governors, a majority of the members thereof shall constitute a quorum for the transaction of business and the vote of a majority of the governors present at a meeting at which a quorum is present shall constitute the decision of the Board of Governors. If at any meeting of the Board of Governors, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 13— FIDELITY BONDS

The Board of Governors must maintain a fidelity bond or insurance coverage against dishonest acts on the part of the governors, employees or volunteers responsible for handling funds belonging to or administered by the Condominium Association of Unit Owners as hereafter provided. The premium for such bonds shall constitute a common expense.

SECTION 14— COMPENSATION OF BOARD OF GOVERNORS

No member of the Board of Governors shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.

SECTION 15— GOVERNORS NOT LIABLE

The governors shall not be liable to the members of the Association for any mistake of 13

judgement, negligence or otherwise, except for their own individual willful misconduct or bad faith. The Unit Owners shall, to the extent of their Unit ownership, indemnify and hold harmless each member of the Board of Governors against personal contractual liability to others arising out of contracts made by the Board of Governors on behalf of the Association, unless any such contract shall have been made in bad faith or contrary to the provisions of the Master Deed or the By-Laws of the Association. It is intended that the members of the Board of Governors shall have no personal liability with respect to any contract made by them on behalf of the Association. The first Board of Governors is specifically authorized to contract for goods or services with the Declarant, or employees or affiliates of the Declarant, whether or not such persons are members of the Board of Governors and no such contract shall be deemed to involve a conflict of interest. It is also intended that the liability of any Unit Owner arising out of any contract made by the Board of Governors out of the aforesaid indemnity shall be limited to such proportion of the total liability thereunder as the percentage interest appurtenant to the Units owned by him bears to the total percentage of beneficial interests held by all of the Unit Owners in the Condominium, except for those Units owned by the Association. Every agreement made by the Board of Governors, its agents or appointees on behalf of the Association, shall provide that the members of the Board of Governors of the Association, or their agents or appointees, as the case may be, are acting only as agents for the Association and have no personal liability thereunder, except as Unit Owners, and that each Unit Owner's liability thereunder shall be limited to that proportion of the total liability as the percentage of beneficial interest appurtenant to the Unit(s) owned by him bears to the total percentage of beneficial interest held by Unit Owners in the Condominium, exclusive of Units owned by the Association.

SECTION 16- RECORDS

The Board of Governors shall cause to be kept detailed records of the actions of the Board of Governors and of the Association, including, but not limited to, minutes of the meeting of the Unit Owners and financial records and books of account of the Association, to which records the Unit Owners and their mortgagees shall be entitled to reasonable access. 14

SECTION 17— ANNUAL REPORT

The Board of Governors shall cause an annual report of the receipts and expenditures of the Condominium to be made at the end of each fiscal year by an independent, disinterested, certified public accountant and a copy of said report shall be sent promptly to each Unit Owner. The cost of the aforesaid annual report shall be a common expense. In addition, a copy of said report shall be kept on file at the office of the Association and shall be made available for inspection by the Unit Owners, holders of mortgages on Units, and their authorized agents during reasonable business hours.

ARTICLE V

MEETINGS OF MEMBERS OF THE ASSOCIATION

SECTION 1— ANNUAL MEETING. ELECTION OF GOVERNORS

On the second anniversary following the incorporation of THE VILLAGES AT QUAIL

RUN CONDOMINIUM ASSOCIATION, INC., the Board of Governors shall call the first annual meeting of the members of the Association. Thereafter, annual meetings shall be held on the anniversary date of such meeting. In each succeeding year, the date of the annual meeting may be changed by proper amendment to the By-Laws of the Association. Beginning with the fifth annual meeting of the members of the Association, unless the right of the Declarant to appoint members of the Board of Governors shall have previously expired as in Section 5 of Article IV provided, all members of the Board of Governors shall be elected by ballot of the members of the Association in accordance with the provisions of the By-Laws of the Association. The members of the Association may also transact such other business of the Association as may properly come before them.

SECTION 2— LOCATION OF ANNUAL MEETINGS

Meetings of the members of the Association shall be held at the principal office of the AssociatiOn, or at such other suitable place convenient to the members of the Association as may be 15

designated by the Board of Governors.

SECTION 3— SPECIAL MEETINGS

It shall be the duty of the President to call a special meeting of the members of the Association as directed by the Board of Governors or upon delivery to the Clerk of a petition signed by at least one-third (1/3) in interest of the members of the Association.

SECTION 4— NOTICE OF SPECIAL MEETINGS

It shall be the duty of the Clerk to mail or deliver to each Unit Owner of record a notice of each annual and special meeting, stating the purpose(s), date, time and place thereof at least five (5), but no more than ten (10), days prior to such meeting. Mailing or delivery of a notice in the manner provided in these By-Laws shall be considered notice served. Notice of a meeting need not be given to a Unit Owner if a written waiver thereof executed by such Unit Owner or by his duly authorized attorney or agent before, during or after the meeting, is filed with the records of the meeting.

SECTION 5- QUORUM

Except as provided otherwise in the By-Laws of the Association, the presence in person or by proxy of a majority in interest of the members of the Association shall constitute a quorum at all meetings of the members of the Association. If any meeting of the members of the Association cannot be held because a quorum is not presented, a majority in interest of the members of the Association who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time for which the original meeting was called.

' SECTION 6 - VOTING

The member(s) of the Association, or some person designated by each such member of the Association to act as proxy on his or their behalf, who need not be a Unit Owner, shall be entitled to cast the vote appurtenant to such Unit at any meeting of the members of the Association, provided the member is not under suspension. The designation of any proxy shall be made in writing to the Clerk and shall be revocable at any time prior to brat the meeting upon written notice to the Clerk by the member(s) so designating. Any and all members of the Association may be present at any meeting of the members of the Association, either in person or by proxy. Each member of the Association, including the Declarant, shall be entitled to cast one (1) vote at all meetings of the members of the Association, which vote shall be weighed by multiplying it by the beneficial interest percentage appurtenant to the Unit(s) owned by such member of the Association as set forth in the Master Deed; provided, however, that the vote attributable to each Unit must be voted as an entirety and if Owners of a Unit shall be unable to agree on the vote to be cast on any issue, their right to vote on that issue shall be deemed waived. Any Units owned by the Association or Board of Governors on behalf of the Association shall not be entitled to vote and shall be excluded from the total number of Units in the Condominium when computing the proportionate interest of all Unit Owners for voting purposes.

SECTION 7— MAJORITY DEFINED

As used in the By-Laws of the Association, "majority of members of the Association" shall mean any aggregation of members of the Association having more than fifty (50%) percent of the beneficial interest of all members of the Association, present in person or by proxy, as determined in accordance with Section 6 of this Article. The vote of a majority of members of the Association present at a meeting at which a quorum is present shall be binding upon all Unit Owners for all purposes, except when a higher percentage vote is required by law, the Master Deed or the By-Laws of the Association.

SECTION 1— PRINCIPAL OFFICERS OF THE ASSOCIATION

The principal officers of the Association shall be the President, the Clerk and the Treasurer. The initial officers shall be those designated in the Articles of Organization. Their successors shall be elected by the Board of Governors to serve as such officers. The President and Treasurer shall be members of the Association. The Board of Governors may appoint a Vice President, Assistant Treasurer, Assistant Clerk and such other officers as it deems necessary or appropriate for the conduct of the business of the Condominium and may thereafter remove or replace said appointees at any time at the pleasure of the Board of Governors.

SECTION 2— SELECTION AND REMOVAL OF OFFICERS

The officers shall be elected annually at the first meeting of the Board of Governors following the annual meeting of members of the Association and shall hold office at the pleasure of the Board of Governors or until their successors are elected and qualified. Upon affirmative vote of a majority of the Board of Governors at a regular or special meeting thereof called for that purpose, any officer may be removed, either with or without cause, and his successor elected.

SECTION 3- PRESIDENT

The President shall be the chief executive officer of the Association. He shall preside at all meetings of the members of the Association and of the Board of Governors. He shall have all of the general powers and duties incidental to the office of President, including, but not limited to, the power to appoint committees from among the members of the Association from time to time, as he may, in his discretion, decide are appropriate to assist in the conduct of the affairs of the Association. 18

SECTION 4- CLERK

The Clerk shall keep minutes of all meetings of the members of the Association and of the Board of Governors, shall have charge of such books and papers as the Board of Governors shall direct, and shall perform all duties incidental to the office of the Clerk and as described elsewhere in the By-Laws of the Association or the Master Deed.

SECTION 5- TREASURER .

The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of required financial data. He shall be responsible for the deposit of all monies and other valuable effects in the name of the Board of Governors or the Association in such depositories as may from time to time be designated by the Board of Governors and he shall perform all duties incidental to the office of Treasurer. No payment voucher shall be paid unless and until approved by the Treasurer.

SECTION 6— EXECUTION OF DOCUMENTS FOR THE BOARD OF GOVERNORS

All agreements, contracts, deeds, leases, checks and other instruments of the Association or the Condominium shall be executed by such officer or officers of the Association or by such other person(s) as may be authorized by the Board of Governors.

SECTION 7— COMPENSATION OF OFFICERS

No officer shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.

SECTION 8- RESIGNATION

Any officer may resign at any time by giving written notice to the Board of Governors, the President or the Clerk. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall noi be necessary to render it effective.

ARTICLE VII NOTICES

SECTION 1— NOTICE PROCEDURE

Whenever under the provisions of the Master Deed or the By-Laws of the Association, notice is required to be given to the Association, the Board of Governors or any Unit Owner, it shall not be construed to mean personal notice; but such notice may be given in writing, either by mail, by depositing the same in a post office or letter box in a postpaid, sealed wrapper addressed to the Association, the Board of Governors or such Unit Owner, respectively, at such address as appears on the books of the Association, provided that such mailing is made in The Commonwealth of Massachusetts, or by delivery to said person's address. Notice shall be deemed given if mailed as of the date of mailing or if otherwise, as of the date of delivery.

SECTION 2— WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Master Deed, the law or the By-Laws of the Association, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.

ARTICLE VIII

SECTION 1 - BUDGET

A. The Board of Governors shall, from time to time and at least annually, prepare a budget for the Association and, in connection therewith, determine the amount of common expenses of the Association and allocate and assess common expenses among the Unit Owners according to the respective percentages of ownership in the Condominium as set forth in the Master Deed. The common expenses shall include, among other things, the cost of all insurance premiums on all policies of insurance required to be, or which have been, obtained by the Board of Governors, pursuant to the provisions of the By-Laws of the Association. The common expenses shall also include the amounts estimated for the operation, care, upkeep and maintenance of the Condominium, including, without limitation, any amount for working capital of the Association, for a general operating reserve, an adequate reserve fund for maintenance, repair and replacement of those portions of the common areas and facilities which must be replaced on a periodic basis and to make up any deficit in the common expenses of any prior year.

As part of the common expenses, the Board of Governors shall include an amount estimated for the operation, care, upkeep, maintenance, repair, and replacement and financing of the Facility. The common expenses assessed to the Unit Owners by the Board of Governors shall be adequate to generate reserves sufficient to fund proper operation and maintenance of the Facility and to generate a capital replacement fund. Any penalty assessed as a result of a violation of any applicable statine, regulation or permit condition with respect to the maintenance, operation, repair and replacement of the Facility shall be a common expense. The Association shall also provide for the establishment and maintenance of an escrow account or other means of security adequate to fund the emergency replacement of the Facility. In addition, a working capital fund shall be established for the initial operation of the Condominium equal to at least two (2) months estimated common area charges for each Unit, which funds shall be collected and transferred to the Association at the time of delivery of the first Unit deed of each Unit, and which shall be maintained in a segregated account for the use and benefit of the Association. Amounts paid into the fund shall not be considered 21

advance payment of regular assessments.

B. The Board of Governors shall advise all Unit Owners promptly in writing of the amount of the common charges payable by each of them, respectively, as determined by the Board of Governors and shall furnish copies of each budget on which such charges are based to all Unit Owners and to their mortgagees. The Declarant will be required to pay common charges in full on any Unit owned by it. A separate statement will be provided each Unit Owner by the Association as to charges due for services provided by it on behalf of the Association, including the Unit Owner's share of the charges for services provided in the Condominium.

SECTION 2— PAYMENT OF COMMON CHARGES

All Unit Owners shall pay the monthly and special common charges when assessed by the Board of Governors, pursuant to the provisions of the By-Laws of the Association.

No Unit Owner shall be liable for the payment of any part of the common charges assessed against his Unit subsequent to a sale, transfer or other conveyance by him, duly recorded in the Middlesex South District Registry of Deeds, including conveyance to the Association.

Each assessment against a Unit shall also be the personal obligation of the Unit Owner, in accordance with the first paragraph of this Section. Subject to the provisions of Section 3 of this Article, a purchaser of a Unit shall not be liable for the payment of common charges assessed and unpaid against such Unit prior to the acquisition by him of such Unit unless assumed by him or required by applicable law and a mortgagee or other purchaser of a Unit at a foreclosure sale of such Unit shall be subject to, but not personally liable for, a lien for unpaid common charges assessed prior to the foreclosure sale, except as otherwise provided in Paragraph 17 of the Master Deed with respect to first mortgages. 22

SECTION 3- DEFAULT

In the event of default by any Unit Owner in the payment of common charges, such Unit Owner shall be obligated to pay interest at an annual rate equal to two (2%) percent above the prime rate as charged by Bank Boston at the time of such default, together with all expenses, including reasonable attorneys' fees, incurred by the Board of Governors in collecting same. The Board of Governors shall seek to recover such common charges, together with interest and expenses, from Unit Owners who fail to pay such assessment within thirty (30) days after the due date (or within such shorter period of time as may be determined by the Board of Governors) by action to recover the same, including reasonable attorneys' fees, brought against such Unit Owner or by foreclosure of the lien such unpaid charges have become on the Unit(s), or by such other action, including the commencement of legal action, as the Board of Governors may deem reasonably required under the circumstances. Any unpaid assessment of common expenses shall constitute a lien on the Unit of the Unit Owner, together with the Unit's undivided interest in the common areas and facilities subject to enforcement as provided for in Massachusetts General Laws, Chapter 183A.

SECTION 4— POWER TO SUSPEND RIGHTS OF MEMBERSHIPS

In the event of default by any Unit Owner in the payment of common charges, or any other amounts owed to the Association, the Board of Governors shall have the power to suspend the Unit Owner's membership rights and privileges in the Association, including the right to serve on the Board of Governors, but such suspension shall remain in effect only until such amounts as are owed are paid.

SECTION 5— FORECLOSURE OF LIENS

In any action brought by the Board of Governors to foreclose a lien on a Unit because of unpaid common charges, the Unit Owner shall be required to pay in addition to all other charges and assessments a reasonable rental for the use and occupation of his Unit, if such use continues after the _ 23

foreclosure, and the plaintiff in such foreclosure action, in addition to all other rights and remedies to which it may be entitled, shall be entitled to the appointment of a receiver to collect the same. The Board of Governors, acting on behalf of the Association, shall have the power to purchase such Unit at the foreclosure sale and to acquire, hold, lease, convey, mortgage (but not to vote the share(s) appurtenant thereto) and otherwise deal with the same. A suit to recover a money judgment for unpaid common charges shall be maintainable without foreclosing or waiving the lien securing same.

SECTION 6— STATEMENT OF UNPAID COMMON CHARGES AND PRIORITY OF LIEN

The Board of Governors shall promptly provide any Unit Owner requesting the same, in writing, with a written statement of all unpaid common charges due from such Owner in form suitable for recording and the same, when recorded with the Middlesex South District Registry of Deeds, shall operate to discharge the Unit from any other charges not included in such statement then unpaid.

A. To the extent permitted by applicable law, any lien of the Association for common expense assessments or other charges becoming payable on or after the date or recordation of the first mortgage on any Unit shall be subordinate to said mortgage. In addition, any fees, late charges, fines or interest, which may be levied by the Association in connection with unpaid assessments, shall be subordinate to said mortgage.

B. A lien for common expense assessments shall not be affected by any sale or transfer of a Unit, except that a sale or transfer pursuant to a foreclosure of a first mortgage may extinguish a subordinate lien for assessments which became payable prior to such sale or transfer, subject to the applicable provisions of Chapter 183A, as amended. Any such delinquent assessments, which are so extinguished, may be reallocated assessed to all Unit estates as a common expense. Any such sale or transfer pursuant to a foreclosure shall not relieve the purchaser or transferee of a Unit from liability for, nor the Unit from the lien of, any assessment made thereafter. 24

SECTION 7- MAINTENANCE

A. All maintenance and replacement or repairs to any Unit, whether structural or non-structural, ordinary or extraordinary, and to the doors and window, electrical, plumbing, heating, air conditioning, water and sewer facilities and fixtures belonging to a Unit Owner and not a part of the common area facilities or the areas concerning which easements have been conveyed to the Association, shall be done by the Unit Owner at the Unit Owner's expense, except as otherwise specifically provided herein; provided that all repair, replacement, painting or decorating of the exterior of any Unit, shall be done by the Association, or its appointee, as a common charge, except to the extent that the same are necessitated by the negligence, misuse or neglect of a Unit Owner, in which case such expense shall be charged to such Unit Owner in the same manner as a common charge and enforceable in the same manner as a common charge.

B. All maintenance, repair and replacements to the common areas and facilities, including the Facility, or to those areas concerning which easements have been conveyed to the Association shall be done by the Board of Governors, or its appointee, and shall be included as a common expense of the Association, except to the extent that the same are necessitated by the negligence, misuse or neglect of a Unit Owner, in which case such expense shall be charged to such Unit Owner in the same manner as a common charge and enforceable in the same manner as a common charge.

C. All claims, disputes and matters in question arising out of or relating to this maintenance section, or the breach thereof, shall be decided by Arbitration in accordance with the rules of the American Arbitration Association then applicable, unless the parties mutually agree otherwise.

SECTION 8- RESTRICTIONS

A. No nuisances shall be allowed in the Condominium, nor shall any use or practice be allowed which is a source of annoyance to its residents or which interferes with the peaceful enjoyment of the Condominium.

B. No immoral, improper, offensive or unlawful use shall be made of the condominium or any part thereof and all laws, zoning by-laws, ordinances and regulations of all governmental bodies

having jurisdiction thereover shall be observed.

C. Signs - No signs, plaques or communication of any description shall be placed on the exterior of any Unit or any common area or facility by a Unit Owner or his agent without the written permission of the Board of Governors, which shall not be unreasonably withheld. Any such signs shall be in compliance with any local zoning and/or sign by-laws.

SECTION 9 — IMPROVEMENT RESTRICTIONS

A. No improvements, additions, alterations or other work which in any way alters the exterior appearance or structure of any Unit from its natural or improved state existing on the date such Unit was first conveyed in fee by the Declarant shall be made or done, except by the prior written consent of the Board of Governors.

B. The Board of Governors may authorize that Units in common ownership be connected for the purpose of single occupancy and that for such purposes cuts be made in common walls or floors; provided, always, that the owners of the Units permitted so to combine them shall do any work in connecting Units at such owner(s) expense and only in the manner prescribed by the Board of Governors. Any such authorization shall be valid only in writing signed by a majority of the Board of Governors then in office and shall become void unless the work to connect the Units shall be commenced within six (6) months after the date of authorization and shall be completed within a reasonable time thereafter. At such time as connected Units are no longer to be in common ownership, the owners of such Units shall promptly restore the common walls and/or floors between the Units at their expense and upon failure to do so, the Board of Governors may perform or cause to be performed such work, in which event such Unit Owners shall be personally liable to the Association for the cost of the work which, if not paid when demanded, shall constitute a lien on the Units in question in proportion to their respective common interests. Such lien shall be valid notwithstanding any conveyance of the Units, or any of them, out of ownership prior to demand or any filing in the Registry of Deeds to enforce the lien.

C. The Board of Governors may authorize that exclusive use of one or more common areas be assigned to one or more Units for such time and on such conditions as the Board of Governors

may determine, provided that such use does not interfere with the use and enjoyment of any other Unit, which conditions may, without limitation, included a requirement that the Unit Owners so benefited pay, as additional common expenses, such costs of said common areas as the Board of Governors granting said exclusive use to require payment of any such costs as a condition of such exclusive use shall not preclude those Board of Governors, or any successor Governors, from imposing reasonable additional common expenses for the exclusive use of said common areas. Unless otherwise provided in writing signed by a majority of the Board of Governors and recorded with the Middlesex South District Registry of Deeds, such rights of exclusive use of common areas shall be personal to the Unit Owners to whom granted and shall terminate when such Unit Owners no longer own the Units so benefited.

SECTION 10 — COST ALLOTMENT OF IMPROVEMENTS

A. If fifty (50%) percent or more, but less that seventy-five (75%) percent of the Unit Owners agree to make an improvement to the common areas and facilities or to areas concerning which an easement has been granted to the Association, the cost of such improvement shall be borne by the Unit Owners so agreeing.

B. Seventy-five (75%) percent or more of the Unit Owners may agree to make an improvement to the common areas and facilities or to areas concerning which an easement has been granted to the Association and assess the cost thereof as a common expense, but if such improvement shall cost in excess of ten (10%) percent of the then total value of the Condominium, any Unit Owner not so agreeing may apply to the Middlesex Superior Court, on such notice to the Board of Governors as the Court shall direct, for an order directing the purchase of his Unit(s) by the Association at fair market value thereof as approved by the Court. The cost of any such purchase shall be a common expense.

C. All improvements undertaken pursuant to this section shall be subject to the prior written approval of the Board of Governors.

SECTION 11— RIGHT OF ACCESS

A. Unit Owner shall grant a right of access to his Unit(s) to the Association and/or any other person authorized by the Board of Governors for the purpose of making inspections or for the purpose of correcting any conditions originating in his Unit and threatening another Unit or a common area or facility, or for the purpose of performing installations, alterations or repairs to the parts of the Condominium over which said person(s) has (have) control and/or responsibility for maintenance. Requests for such access must be made in advance and entry must be at a time reasonably convenient to the Unit Owner. In an emergency, such right of entry shall be immediate, whether the Unit Owner is present or not.

SECTION 12 — RULES AND REGULATIONS OF THE ASSOCIATION

The use of the Units and the common areas and facilities in the Condominium shall be subject to Rules and Regulations from time to time adopted by the Board of Governors. Such Rules and Regulations shall be called THE VILLAGES AT

QUAIL RUN CONDOMINIUM

Rules and Regulations and copies of such Rules and Regulations shall be made available to each Unit Owner prior to their effective date.

SECTION 13— RIGHT OF ACTION

The Board of Governors, on behalf of the Association and any aggrieved Unit Owner, shall have the appropriate right of action against Unit Owners for failure to comply with the provisions of the Master Deed, By-Laws and Rules and Regulations of the Condominium.

Unit Owners shall have similar rights of action against the Board of Governors.

2 8

SECTION 14— INGRESS AND EGRESS OF UNIT OWNERS

There shall be no restrictions upon any Unit Owner's right of ingress and egress to his or her Unit, which right shall be perpetual and appurtenant to the Unit ownership.

ARTICLE IX

INSURANCE •

SECTION 1— MINIMUM COVERAGE - ASSOCIATION

The Association shall to the extent available obtain and maintain the following:

A. A master policy covering all of the common elements (except land, foundation, excavation and other items normally excluded from coverage), including fixtures and building service equipment to the extent that they are part of the common elements of the Condominium, as well as common personal property and supplies and other personal property belonging to the Association; the master policy shall also include only those fixtures and equipment that provide heating and air conditioning services; all bathroom fixtures, lighting fixtures, ceiling surfaces and tiles, and all interior partitions and other property within the Units which are customarily considered a part of the Unit for mortgage purposes (regardless of whether such property is part of the common elements). The master policy shall also specifically exclude coverage, except as hereinbefore provided, for floor coverings, wall coverings, equipment, shelving, built-in equipment, cabinets, built-in cabinets, built-in appliances or furniture of every type and kind.

The master policy shall afford protection at least against the following:

(i) loss or damage by fire and other perils covered by the standard extended coverage endorsement;

(ii)all other perils that are customarily covered with respect to projects similar in construction, location and use, including perils normally covered by the standard 'all risk' endorsement.

The policy shall be in an amount equal to one hundred (100%) percent of current replacement cost of the Condominium, exclusive of land, foundation, excavation and other items normally excluded from coverage including those other items specifically excluded from coverage elsewhere in this paragraph and shall include Agreed Amount and Inflation Guard Endorsements, to the extent 29

that the same are obtainable, and construction code endorsements, if there is a construction code provision that requires change to undamaged portions of the buildings even where only part of the Condominium is destroyed by an insured hazard.

The named insured shall be the Association "for use and benefit of the individual Owners" and each First Mortgagee, its successors and assigns, shall be named in the standard mortgagee clause for each Unit on which there is such a mortgage.

The policy shall contain a clause, which provides that it may not be canceled or substantially modified without at least ten (10) days' prior written notice to the Association and to each holder of a first mortgage that is listed as a scheduled holder of a first mortgage in the insurance policy.

In addition, to the foregoing, the policy shall provide for the following:

(i) Recognition of any insurance Trust Agreement (if any there by;

(ii) A waiver of the right of subrogation against any Unit owners individually;

(iii) The insurance shall not be prejudiced by any acts or omissions of individual Unit Owners that are not in control of the Association, and

(iv) A "Special Condominium Endorsement" providing that the policy is primary in the event the Unit Owner has other insurance covering the same loss.

B. Steam boiler coverage for loss or damage resulting from steam boiler equipment accidents in the amount not less than fifty-thousand dollars ($50,000.00) per accident, per location, if there exists on the premises any steam boilers.

C. If any portion of the Condominium property is in a flood hazard area, flood insurance in an amount not less than

(i) the maximum coverage available under the National Flood Insurance Program (NFIP) for all buildings and other insurable property within a designated flood hazard area; or

(ii) one hundred (100%) percent of current "replacement cost" of all such buildings arid other insurable property.

D. Liability insurance for comprehensive general liability coverage covering all common areas, public ways of the Condominium and any other areas that are under the supervision of the 30

Association. Such coverage shall be for not less than One Million Dollars ($1,000,000.00) for bodily injury, including deaths of persons and property damage arising out of a single occurrence and shall include, without limitation, legal ability of the insured for property, bodily injuries and deaths of persons in connection with the operation maintenance or use of the common areas, and legal liability arising out of law suits related to employment contracts of the Association, and shall provide further that such policy or policies may not be canceled or substantially modified by any party without at least ten (10) days prior written notice to the Association and to the First Mortgagees which are listed as schedule holders of first mortgages in the insurance policy.

E. Fidelity bonds in blanket form for all officers, directors, trustees and employees of the Association and all other persons handling or responsible for funds of or administered by the Association whether or not they receive compensation for their services. The total amount of fidelity bond coverage shall not be less than the estimated maximum funds, including reserve funds, in the custody of the Association or the management agent, as the case may be, at any given time during the term of such bond, and, in any event, the aggregate amount shall not be less than a sum equal to three (3) months' aggregate assessments on all Units plus reserve funds, or one and one-half times the insured's estimated annual operating expenses and reserves, whichever is greater.

(i) The fidelity bonds shall name the Association as an obligee;

(ii)The bonds shall contain waivers by the issuers of the bonds of all defenses based upon the exclusion of persons serving without compensation for the definition of "employees" or similar terms or expression; and

(iii) The bonds shall provide that they may not be canceled or substantially modified (including cancellation for nonpayment of premium) without at least ten (10) days' prior written notice to the Association and to the First Mortgagees which are listed as scheduled holders of first mortgages in the insurance policy.

(iv) The premium shall be a common expense. 31

ARTICLE X

DAMAGE TO OR DESTRUCTION OF PROPERTY

SECTION 1— DUTY TO REPAIR OR RESTORE

Any portion of the Condominium, excluding the Units erected within the Condominium (the obligation to repair or restore the Units is that of the individual Unit Owners), damaged or destroyed shall be repaired or restored promptly by the Association, as provided in this Article, subject to the provisions of Chapter 183A, Section 17, of the General Laws of Massachusetts as the same may be amended from time to time.

SECTION 2— ESTIMATE OF COST

Promptly after damage to or destruction of some portion of the Condominium and thereafter as often as it deems advisable, the Board of Governors shall obtain reliable and detailed estimates of the cost of repair or restoration. If such cost, in the opinion of the Board of Governors, may exceed Five Thousand and No/100 ($5,000.00) Dollars, the Board of Governors may retain the services of an architecture or engineer or construction consultant to assist in the determination of such estimates and in the supervision of repair and restoration.

SECTIN 3— COLLECTION OF CONSTRUCTION FUNDS

Construction Funds may consist of insurance proceeds, condemnation awards, proceeds of assessments against Unit Owners, payments of Unit Owners for damage to or destruction of improvements and other funds received on account of or arising out of injury or damage to the Condominium.

A. Insurance Proceeds - The Board of Governors shall adjust losses under physical damage insurance policies of the Association. Insurance proceeds from losses in excess of Twenty-five • Thousand and No/100 ($25,000.00) Dollars shall be payable to the insurance trustee as hereinafter 32

defined.

B. Assessments Aeainst Owners - If the insurance proceeds are insufficient to effect the necessary repair or restoration of the common areas and facilities, such deficiency shall be charged against all Unit Owners as a common expense. The proceeds of assessments for such common expenses shall be paid by the Board of Governors directly to the vendor making the repairs or restoration if the loss is less than Twenty-five Thousand and No/100 ($25,000.00) Dollars and shall be paid to the insurance trustee, if in excess of Twenty-five Thousand and No/100 ($25,000.00) Dollars and shall be paid to the insurance trustee, if in excess of Twenty-five Thousand and No/100 ($25,000.00) Dollars.

C. Payment by Owners - Payments received from Unit Owners, pursuant to Section 5.A.2 of this Article, shall be paid by the Board of Governors to the insurance trustee, if the loss is in excess of Twenty-five Thousand and No/100 ($25,000.00) Dollars, otherwise by the Board of Governors directly to the vendor making the repairs.

D. Payments by Others - Any other funds received on account of or arising out of injury or damage to the Condominium shall be paid by the Board of Governors to the insurance trustee, if the loss is in excess of Twenty-five Thousand and No/100 ($25,000.00) Dollars, otherwise funds shall be administered directly by the Board of Governors.

SECTION 4– PLANS AND SPECIFICATIONS

Any repair or restoration must be either:

A. Substantially in accordance with the architectural and engineering plans and specifications for the original buildings and shall also include such improvements and fixtures as may have been installed by a particular Unit Owner and as to which payment for such repair or reconstruction is forthcoming; or

B. According to plans and specifications approved by the Board of Governors and by a

33

majority in beneficial interest of the Unit Owners and the holders of first mortgages encumbering fifty-one (51%) percent of the Units subject to mortgages, which approvals shall not be unreasonably withheld.

SECTION 5- UNITS

Damage or destruction of improvements situated within a Unit shall be repaired or restored by the Unit Owner, except after a determination not to repair or restore, pursuant to Section 6e. of this Article, as follows:

A. Construction Funds

1. To the extent that such damage or destruction is covered by insurance of the Association, the proceeds of such insurance or award shall be made available for the repair or restoration of the Unit.

2. To the extent that such damage or destruction is not covered by insurance of the Association, such Unit Owner shall be responsible for the cost of repair and restoration.

3. If the damage is only to those parts of a Unit for which the responsibility of maintenance and repair is that of a Unit Owner, then the Unit Owner shall be responsible for the cost of reconstruction and repair after casualty, unless such damage is specifically covered by the insurance purchased by the Association, in which event, the Association shall be responsible for said costs.

B. Performance of Work and Payment

If there is damage to or destruction of all or part of the Condominium and the combined damage or destruction to the common areas and facilities and all, affected property which the Association is responsible to insure exceeds Five Thousand and No/100 ($5,000.00) Dollars, the repair or restoration of the property shall be effected by the Association to the extent that construction funds as described in Subsection a. I. of this Section are available and to the extent that the Unit Owners make payment as hereafter provided. Each Unit Owner shall pay to the Board of Governors such sum as is necessary, according to the estimate of cost described in Section 2 of this Article, to cover any part of the cost of repair or restoration which is not covered by insurance of the 34

Association or by a condemnation award not specifically allocated to the Unit Owner.

SECTION 6– DISBURSEMENT OF CONSTRUCTION FUNDS

The insurance trustee shall deduct from the construction funds its actual costs, expenses and a reasonable fee for the performance of its duties and shall disburse the balance in the following manner:

A. Damage or destruction not exceeding Twenty-five Thousand and No/100 ($25,000.00)

Dollars such proceeds are not payable to nor under the control of the insurance trustee, but shall be administered by the Board of Governors.

B. Payment for Repair and Restoration

The insurance trustee shall apply such balance to pay directly and to reimburse the Association for the payment of the costs of repair or restoration of such Units and in common areas and facilities including the cost of temporary repairs for the protection of such Units and common areas and facilities pending the completion of permanent repairs and restoration, upon written request of the Association, in accordance with Section 7.A. of this Article, and upon presentation of an architect's certificate stating that the work presented by such payment has been completed satisfactorily.

C. Contribution by Owners

The Association shall maintain a separate account as to each Unit with respect to payments by Unit Owner, pursuant to Section 5.A.2 of this Article, and expenditures of such payments. General expenses of administration, such as deductions by the insurance trustee for its costs, expenses and fees, shall be charges against the Association's construction funds and against Unit Owner's payments, pursuant to Section 5.A.2. of this Article, in proportion to the amounts of each. All portions of such payments by Unit Owners not expended as herein provided shall be refunded to the Unit Owners and the mortgagees of the Units as their interests may appear.

D. Surplus Funds

If, after payment of all repairs and restoration and the refund of any excess payments by Unit Owners, pursuant to Subsection c. of this Section, there remains any surplus funds, such funds shall be paid to the Unit Owners in proportion to their contributions resulting from assessments levied 35

against them, pursuant to Section IC. of this Article; provided, however, that no Unit Owner shall receive a sum greater than that actually contributed by him. Any surplus remaining after such payment shall be paid to the Association and shall be part of its general income.

E. Determination Not to Repair or Restore

Subject to the provisions of Chapter 183A, Section 17, of the General Laws of Massachusetts, if there is destruction of the Condominium buildings that do not contain a Condominium Unit exceeding ten (10%) percent of its value prior to the casualty and seventy-five (75%) percent in interest of the Unit Owners do not agree to proceed with repair or restoration within 120 days after the date of casualty, any balance of construction funds, after the refund of any payments by Unit Owners, pursuant to Subsections c. and d. of this Section, shall be disbursed in accordance with the proportion of beneficial interest appurtenant to the Unit(s) owned by each Unit Owner bears to the total percentage of beneficial interest held by Unit Owners in the Condominium, excepting for those Units owned by the Association. In the event of dispute as to the percentage of destruction, or the allocation of disbursements hereunder, the same shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. As to any destruction of a Condominium Unit, notwithstanding anything to the contrary contained herein, the insurance proceeds shall be used to repair said Unit.

SECTION 7— CERTIFICATES

The insurance trustee may rely on the following certifications:

A. By the Board of Governors - The Board of Governors shall certify to the insurance trustee, in writing, as to the following matters:

I. Whether or not damage or destroyed property is to be repaired or restored

2. Whether or not, in the opinion of the Board of Governors, the cost of repair or restoration may exceed Twenty-five Thousand and No/100 ($25,000.00) Dollars

3. The amount or amounts to be paid for repairs or restoration and the names and addresses of the parties to whom such amounts are to be paid.

B. . By Attorneys - The Board of Governors shall furnish the insurance trustee, in the event 3 6

that any payments are to be made to a Unit Owner of mortgagee(s), with an Attorney's Certificate of Title based upon a search of the land records from the date of the recording of the original Master Deed, stating the name of the Unit Owner and the mortgagees.

SECTION 8— INSURANCE TRUSTEE TO ADMINSTER INSURANCE PROCEEDS IN THE EVENT OF LOSS

The Board of Governors shall enter into and keep in force a Trust Agreement with a bank in the Commonwealth of Massachusetts with trust powers to receive, administer and disburse funds, provided losses are in excess of Twenty-five Thousand and No/100 ($25,000.00) Dollars in each instance, pursuant to this Article. Such Trust Agreement shall incorporate the Master Deed and the By-Laws of the Association by reference and shall provide that, upon termination thereof, all monies or funds held by the insurance trustee shall be turned over only to a successor insurance trustee which shall also be a bank in the Commonwealth of Massachusetts with trust powers designated insurance trustee, pursuant to this Article. No amendment of the Master deed or the By-Laws of the Association shall be binding on the insurance trustee until the insurance trustee receives notice of such amendment.

SECTION 1— NOTICE TO BOARD OF GOVERNORS

A Unit Owner who mortgages his Unit shall notify the Board of Governors in writing of the name and address of the mortgagee, and such notice may be given by the mortgagee. The Board of Governors shall maintain a current list of such information and a mortgagee shall remain on such list until the Board of Governors receives written notice from such mortgagee to the contrary or a copy of the discharge of mortgage.

SECTION 2— LISTED MORTGAGEE

As used in these By-Laws, "listed mortgagee" shall mean a lender holding a first mortgage of record on a Unit of which the Unit Owner or mortgagee affected has given the notice required in Section 1 of this Article. Such mortgage shall remain a listed mortgagee until the board of Governors receives written notice from the mortgagee of withdrawal of the listing or the mortgage is discharged of record.

SECTION 3— UNPAID COMMON CHARGES

The Board of Governors, whenever so requested in writing by a mortgagee of a unit, shall promptly report any then unpaid common charges due from, or any violation of the provisions of the Master Deed or these By-Laws by the Unit Owner of the mortgaged Unit which has not been cured within sixty (60) days.

SECTION 4— NOTICE OF DEFAULT

The Board of Governors, when giving notice to a Unit Owner of a default for nonpayment of common expenses or any other default or violation, shall send a copy of such notice to each mortgagee of the Unit whose name and address has theretofore been furnished to the Board of Governors.

SECTION 5— EXAMINATION OF BOOKS

Each mortgagee of a Unit, shall be permitted to examine the books, accounts and records of the Association at reasonable times on business days. 3

SECTION 6— NOTICE OF LOSS

The Board of Governors shall give each first mortgage of which they shall have a record, pursuant to Section 1 of this Article, notice whenever there is (a) damage to a mortgaged Unit in excess of One Thousand and No/100 ($1,000.00) Dollars (notice to the mortgagee of the damaged Unit) or (b) damage to common areas and facilities in excess of Ten Thousand and No/100 ($10,000.00) Dollars (notice to all mortgagees).

ARTICLE XII SALE OF UNITS

SECTION 1— APPURTENANT INTEREST

No Unit Owner shall execute any deed, mortgage or other instrument conveying or mortgaging title to his Unit, without including therein the appurtenant interest. For the purposes of this Section, "appurtenant interest" shall include, in addition to those appurtenances described in the Master Deed, and those in the By-Laws of the Association, the following:

A. Such Unit Owner's undivided interest in the common areas and facilities and the rights in areas concerning which easements have been conveyed to the Association;

B. Membership in the Association;

C. The interest of such Unit Owner in any other assets of the Association.

Any deed, mortgage or other instrument purporting to affect a Unit shall be deemed and taken to include the appurtenant interest, whether or not such interests are specifically included therein. No part of the appurtenant interest of any Unit may be sold, transferred or otherwise disposed of, except as part of a sale, transfer or other disposition of the Unit to which such interest is appurtenant or as part of a sale, transfer or other disposition of such part of the appurtenant interest of all Units in the Condominium.

SECTION 2— WAIVER OF RIGHTS OF PARTITION

In the event that a Unit shall be acquired by the Association, the Unit Owners shall be deemed to have waived all rights of partition with respect to such Unit.

ARTICLE XIII

. AMENDMENTS TO THE BY-LAWS OF THE ASSOCIATION

The By-Laws of the Association may be modified or amended by the affirmative vote of sixty-six and two thirds (66 2/3%) percent (or any larger percentage, if such modification or amendment affects a provision requiring a larger percentage) in beneficial interest of all members of the Association, present in person or by proxy at a meeting of such members of the Association duly called and held for such purpose.

No amendment by either the Declarant or Unit Owners shall be contrary to or inconsistent with any provision in the Master Deed or By-Laws related to the operation, maintenance, repair, replacement or financing of the Facility, the assessment of related common expenses.

ARTICLE XIV CONFLICTS

In case any of the By-Laws of the Association are in conflict with the provisions of any statute, the Article of the Association or the Master Deed, the provisions of said statute, Articles of the Association or Master Deed, as the case may be, shall control.

ARTICLE XV

MISCELLANEOUS

SECTION 1- VALIDITY

The invalidity of any part of the By-Laws of the Association shall not impair or affect in any manner the validity, enforceability or effect of the balance of the By-Laws of the Association.

40

SECTION 2— CAPTIONS

The captions herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the By-Laws of the Association or the intent of any provisions thereof.

SECTION 3- WAIVER

No restriction, condition, obligations or provision contained in the By-Laws of the Association shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which occur.

Duly adopted by THE VILLAGES AT QUAIL RUN CONDOMINIUM

ASSOCIATION, INC., this day of May, 2001.

, Clerk

THE VILLAGES AT QUAIL RUN CONDOMINIUM

AMENDMENT OF THE BY-LAWS

Reference is hereby made to those certain By-Laws recorded Ca 130 , 2008 with the Middlesex County South District Registry of Deeds in Book J/3 7

Page (71/ 9 as may be amended, which are the By-Laws of, pursuant to Massachusetts General Laws, Chapter 183A, The Villages at Quail Run Condominium Association, the organization of Unit Owners of The Villages at Quail Run Condominium, a condominium established, pursuant to Massachusetts General Laws, Chapter 183A, by a Master Deed dated June 14, 2002, and recorded with the Middlesex County South District Registry of Deeds in Book 35747 Page 213, as may be amended.

WHEREAS said By-Laws have not heretofore been amended.

WHEREAS the Unit Owners entitled to at least sixty-six and two-thirds percent (66 % %) of the Beneficial Interest desire to amend said By-Laws as provided for in Article XIII thereof.

WHEREAS no other consents are required.

NOW THEREFORE said By-Laws are hereby amended in accordance with the provisions of Article XIII by deleting Article IV, Section 1 in its entirety and replacing such with the following:

MAPC;INIAl F:CFERENCE!'<E(..;UE-;T:-: i) I

SECTION 1- CONSTITUTION

Number of Governors: The number of governors which shall constitute the whole Board of Governors, shall be at lease three (3) and not more than five (5) persons as shall be determined by vote of Unit Owners entitled to not less than fifty-one percent (51%) of the beneficial interest hereunder. Each Governor shall be a Unit Owner. In the event that a corporation or other legal entity is a member of the Association, it may designate one or more natural persons who shall be eligible to serve as governor. In any event, however, each governor shall hold office until such time as his successor has been elected and qualified, except in the event of death, resignation and suspension of membership or sale of the Unit in the Condominium, which renders such person ineligible to be governor.

Terms of Governors. The term of each Governor shall be for a period of two (2) years from the annual meeting of Unit Owners at which such Governor is elected. Such terms shall be on a staggered basis so that insofar as possible in each year the terms of approximately one half of the Governors will expire. (To that end, at the initial election at an annual meeting after adoption of this amendment, two Governors shall be elected for a term of one year and three Governors shall be elected for a term of two years, which shall be determined by lot). A Governor whose term has expired shall continue in office until a successor is elected or appointed as hereinafter provided.

IN WITNESS WHEREOF we, the undersigned being a majority of the Governors of The Villages at Quail Run Condominium Association having first received the affirmative vote of the Unit Owners entitled to at least sixty-six and two-thirds percent (66 % %) of the Beneficial Interest have set our hands and seals this P11- day of r ,2008.

MAJORITY OF THE GOVERNORS OF THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION AND NOT INDIVIDUALLY

, Governor 0-44-d

Governor

COMMONWEALTH OF MASSACHUSETTS

rq C•Vike.SeX , ss.

md/rUt , 2008

Then personally appeared the above-narn,cd bi tine_ k .19614---a 1.2(0a.coi f 1b/ r

j3curbarA, 1/11.0

, V inemul- pleArtiIn and Rbbert- 3. eel proved to me through satisfactory evidence of identification, being (check whichever applies): driver's license, or other state or federal governmental document bearing a photographic image, oath or affirmation of a credible witness known to me who knows the above signatory, or 4 my own personal knowledge of the identity of the signatory, to be the persons whose names are signed above, and acknowledged the foregoing to be signed by them voluntarily for its stated purpose, as Governors of said The Villages at Quail Run Condominium Association., Inc.

a-anujibit.t . pviclyeak, Notary Public

My Commission Expires: litlitil 171 Z00 •

Print Notary Public's Name: a-f-wAi bir1,11r ck

Qualified in the Commonwealth of Massachusetts

A CATHERINE B. BIRNBRICH Notary Pubic

OMMONWEALTHOFMASSICHUSEITTO

My Commission Expires May 17. 2013

THE VILLAGES AT QUAIL RUN CONDOMINIUM AMENDMENT TO THE BY-LAWS

Reference is hereby made to those certain By-Laws recorded June 30, 2008, and recorded with the Middlesex County South District Registry of Deeds in Book 51379, Page 419, as amended, which are the By-Laws of, pursuant to Massachusetts General Laws, Chapter 183A, The Villages at Quail Run Condominium Association, the organization of Unit Owners of The Villages at Quail Run Condominium, a condominium established pursuant to Massachusetts General Laws, Chapter 183A, by a Master Deed dated June 14, 2002, and recorded with the Middlesex County South District Registry of Deeds in Book 35747, Page 213, as may be amended.

WHEREAS said By-Laws have heretofore been amended.

WHEREAS the Unit Owners entitled at least sixty-six and two thirds percent (66 2/3 %) of the Beneficial Interest desire to further amend said By-Laws as provided in Article XIII thereof.

WHEREAS no other consents are required.

NOW THEREFORE said By-Laws are hereby further amended in accordance with the provisions of said Article XIII by deleting Article IX in its entirety, and by inserting in place thereof the following:

ARTICLE IX INSURANCE

SECTION 1. INSURANCE.

The Governors and the Unit Owners shall obtain and maintain the following insurance policies:

A. Casualty Insurance. The Governors shall obtain and maintain, to the extent reasonably obtainable and permitted by applicable law, socalled master policies of casualty insurance providing fire-with-extended coverage and so-called all risk coverage insurance, insuring the Condominium, including, without limitation, the Common Areas and Facilities, all of the Units with all fixtures, additions, alterations and improvements thereof, all heating and cooling equipment and other service machinery, apparatus, equipment and installations comprised in the Common Areas and Facilities, and also all such portions normally deemed to constitute part of the buildings and customarily covered by such insurance, but not including any furniture, furnishings or household and personal property belonging to and owned by individual Unit Owners or Tenants, in an amount equal to the full replacement cost thereof (as that term is used for insurance purposes), subject to such reasonable deductible as the Governors may determine, and which shall include, if available at a reasonable cost, so-called Agreed Amount, Inflation Guard, Construction Code and Replacement Cost Endorsements. The Governors may purchase a so-called "blanket" policy covering all of the buildings, if there be more than one, if they deem it advisable. In determining full replacement value, the Governors may reasonably rely upon the advice of the insurer or their agent. The name of the insured under such policy shall be stated in form, substance and effect similar to the following: "Governors of The Villages at Quail Run Condominium Association for use and benefit of the Unit Owners of The Villages at Quail Run Condominium and their mortgagees as their interests may appear". Such insurance shall contain the standard mortgagee clause and shall name the Governors as Insurance Trustees for the use and benefit of all Unit Owners of The Villages at Quail Run Condominium and their mortgagees as their interest may appear, with losses payable to and adjusted by the Governors as Insurance Trustees in accordance with the provisions of these By-Laws. The Governors may insure against such other hazards or risks of casualty as the Governors from time to time in their discretion shall determine to be appropriate, including, but not limited to, vandalism, malicious mischief, windstorm and water damage, earthquake, flood and machinery explosion or damage.

B. Liability Insurance. The Governors shall obtain and maintain, to the extent obtainable and/or applicable, master policies of insurance with respect to the Common Areas and Facilities for the benefit and protection of the Association and all Unit Owners for:

(i) comprehensive public liability insurance in such limits as the Governors may, from time to time, determine but in no case less than $1,000,000/$1,000,000 in coverage, covering the Association, the Governors, the Property Manager, if any, and each Unit Owner with respect to liability arising out of ownership, maintenance or repair of the Common Areas and Facilities of the Condominium, such insurance providing for cross claims by the coinsureds, and containing a "severability of interest" endorsement which shall preclude the insurer from denying the claim of a Condominium Unit Owner because of negligent acts of the Association, the Governors or other Unit Owners, and other provisions commonly referred to as a "Special Condominium Endorsement" or its equivalent; (ii) workmen's compensation and employee's liability insurance; (iii) if applicable, boiler and machinery insurance in such limits as the Governors may, from time to time, determine but in no case less than $2,000,000 or the insurable value of the building(s) housing the boiler or machinery, whichever is less;

(iv) non-owned automobile liability insurance with the same limits as item (i) and (v) such other liability insurance as the Governors may from time to time deem appropriate and desirable, including non-owned automobile liability insurance.

C. Fidelity Coverage. The Governors shall obtain fidelity coverage against dishonest acts on the part of the Governors, the Property Manager, if any, employees or volunteers responsible for handling funds belonging to the Association or administered by the Governors. This fidelity insurance shall name The Villages at Quail Run Condominium Association as the named insured and shall be written in an amount equal to the maximum amount that will be in the custody of the Association at any one time, but in no event less than three months Common Expenses plus all reserves. In connection with such coverage, an appropriate endorsement to the policy to cover persons who serve without compensation shall be added if the policy would not otherwise cover volunteers.

D. Directors And Officers Liability Insurance. The Governors shall obtain Directors and Officers Liability Insurance in such amounts and upon such terms as they deem appropriate, but at least equal to their general liability policy limits provided above.

E. FHLMC And FNMA Insurance Requirements. If the Federal Home Loan Mortgage Corporation (FHLMC) or the Federal National

Mortgage Association (FNMA) or any other so-called Secondary Mortgage Market Agency holds any interest in one or more mortgages on Units of which the Governors have received notice, the Governors shall obtain and maintain, to the extent reasonably obtainable, such other insurance as may be required from time to time by whichever of FHLMC, FNMA or other holds any interest in one or more mortgages on Units. All such policies shall be in such amounts and contain such terms as may be required from time to time by whichever of FHLMC, FNMA or other holds such interest.

F. Unit Owners' Insurance. Unit Owners shall carry insurance for their own benefit insuring their furniture, furnishings and other personal property located within their respective Units or its appurtenances, and for such as is not covered by the Condominium master policies - particularly any deductible — and that they ensure that the existence and application of the deductible on the Condominium master policy shall be treated as if there was no insurance coverage for the purposes of the application of any so-called other insurance clause on a Unit Owner's individual policy; provided that all such policies shall contain waivers of subrogation and further provided that the liability of the carriers issuing insurance obtained by the Governors shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner, or if so effected, it shall be deemed that the Unit Owners' insurance coverage has been assigned to the Association to the extent of such effect. Unit Owners shall in all events maintain liability insurance covering damage to the Property in such reasonable amounts as the Governors may determine and, upon request, provide evidence thereof to the Governors.

G. Terms And Conditions Of Policies. Policies for casualty insurance, and to the extent applicable, such other policies of insurance, shall provide:

(i) that the insurance company waive any right of subrogation against the Governors, their agents and employees, and the Unit Owners, their respective employees, agents, tenants and guests to the extent they are not specifically obligated hereunder; (ii) that the insurance shall not be prejudiced by any act or neglect of any Unit Owners or occupants or any other person or firm (including employees and agents of the Governors) when such act or neglect is not within the control of the Governors (or Unit Owners collectively) or by failure of the Governors (or Unit Owners collectively) to comply with any warranty or condition with regard to any portion of the premises over which the Governors (or Unit Owners collectively) have no control; (iii) that such policies may not be cancelled or substantially modified without at least twenty (20) days' prior written notice to all Unit Owners and mortgagees of Units to whom certificates of insurance have been issued; (iv) that recovery thereunder

shall not be affected on account of the availability of proceeds under any policies obtained by individual Unit Owners covering their Units; and (v) if obtainable, that the company shall waive any right it may have under the policy to repair or restore damage should the Unit Owners elect to terminate the Condominium because of such damage.

Such insurance policies may provide for a reasonable deductible from the coverage thereof as determined by the Governors in their sole discretion. In the event of any loss which relates in part to insurable portions of a Unit, or Units, and/or in part to the Common Elements, the Governors shall apportion the deductible amount directly proportional to the amount of such loss related to such Unit, or Units, and/or the amount of the loss related to the Common Areas and Facilities. Where such loss is solely to a Unit, the deductible amount shall be borne solely by the Unit Owner thereof. Where such loss is solely to the Common Elements, such shall be borne from the common funds. Additionally, all costs of adjusting and/or administering a loss shall be so apportioned and deducted from the insurance proceeds.

H. Insurance Appraisal. The Governors may obtain an appraisal of the full replacement cost of the property to be insured in accordance with the foregoing provisions of this Section, without deduction for depreciation, for the purpose of determining the amount of insurance to be maintained pursuant to this Section and/or may rely thereon, or upon the advice of the Association's insurance agent as to the amount of necessary coverage. If the Governors in their discretion deem it necessary, they shall upon notification of improvements to be made to a Unit by a Unit Owner increase the insurance coverage afforded by said master policy.

I. Governors As Insurance Trustees. The Governors (i) shall have exclusive authority to negotiate all losses as herein provided for, (ii) shall collect and receive all loss insurance proceeds, and (iii) shall hold, use, apply and disburse the same in accordance with the applicable provisions of these By-Laws for the benefit of the Unit Owners and their respective mortgagees. With respect to losses which affect portions or elements covered by such insurance of more than one Unit and/or the Common Elements to different extends, the proceeds relating thereto shall be used, applied and disbursed by the Governors in their judgment in a fair and equitable manner, primarily based upon the relative losses.

J. Authorized Insurance Representative. Notwithstanding any of the forgoing provisions and requirements to the contrary relating to physical damage or liability insurance, there may be named as an insured, on behalf of the Governors, the Governors' authorized representative, including any Governor, with whom such Governors may enter into any Insurance Trust

Agreement or any successor to such Governors (each of whom shall be referred to herein as the "Insurance Trustee"), who shall have exclusive authority to negotiate losses under any policy providing such physical damage or public liability insurance. Each Unit Owner appoints the Governors, or any Insurance Trustee or substitute Insurance Trustee designated by the Governors, as his attorney-in-fact for the purpose of purchasing, maintaining and administering such insurance, including without limitation the collection and appropriate disposition of the proceeds thereof; the negotiation of losses and execution of releases of liability; the execution of all documents; and the performance of all other acts necessary to accomplish such purpose.

K. Notification Of Mortgagees. The Governors, shall, when requested by mortgagees of Units, give written notice to such mortgagees of such loss to the Common Areas and Facilities, or to the Unit mortgaged, as the mortgagee requests.

L. Certificates Of Insurance. Certificates of insurance with proper mortgagee endorsements, when requested, shall be issued to Unit Owners or their designees. The Governors may charge a reasonable fee for issuing such certificates.

M. Notification To Governors Of Improvements. Each Unit Owner shall notify the Governors in writing of all improvements to his/her Unit (except personal property other than fixtures) which exceed a total value of Twenty Thousand ($20,000.00) Dollars within twenty (20) days after the commencement of construction or installation of such improvement, and upon receipt of such notice, the Governors shall notify the insurer under any casualty policy obtained pursuant to this Section of such improvements and shall, if necessary, purchase additional casualty insurance in such amounts as may be required under this Section. Any premium increase caused by insuring such improvements may be assessed to the Owner of the improved Unit as a Common Expense attributable to such Unit. No Unit Owner shall be entitled to receive insurance proceeds for repair, replacement or restoration of any such improvement not so reported to the Governors, unless otherwise consented to the Governors.

N. Waiver Of Claims. To the extent the Governors maintain the casualty insurance herein provided for, the Unit Owners shall be precluded from making any claim against the Association and/or its Governors for property damage to the Units and/or the property of the Unit Owner kept within the Condominium and the Unit Owners shall look solely to such property insurance as they may personally maintain.

IN WITNESS WHEREOF we, the undersigned being a majority of the Governors of The Villages at Quail Run Condominium Association having first received the affirmative vote of the Unit Owners entitled to at least sixty-six and two thirds percent It- (66 2/3 %) of the Beneficial Interest have set our hands and seals this44-1 1 day of Jan tory ,2O0.

Id2PAD-V

COMMONWEALTH OF MASSACHUSETTS

County, ss.

On this 244clay of Jail Ltap- , 2001, before me, the undersigned notary public, personally appeared Vi GbGAS , RD bULt frt 464* E -velLin Speaxs proved to me through satisfactory evidence of identificatimf, being (check whichever applies): 0 driver's license or other state or federal governmental document bearing a photographic image, oath or affirmation of a credible witness known to me who knows the above signatory, or my own personal knowledge of the identity of the signatory, to be the person whose name is signed above, and acknowledged the foregoing to be signed by him/her voluntarily for its stated purpose, as Governors of said The Villages at Quail Run Association.

Claftiozi;kL, /7014,timei_

Notary Public

My Commission Expires: Print Notary Public's Name: Qualified in the State/Commonwealth of

My Commission Expires May 17. 2013

CATHERINE B. BIRNBRICH

Bk: 54806 Pg: 35 Doc: CERT

Page: 1 of 2 06/10/2010 11:54 AM

THE VILLAGES AT QUAIL RUN CONDOMINIUM ASSOCIATION, INC.

PAYMENT RESOLUTION

We, the undersigned, being a majority of the Board of Governors of the Villages At Quail Run Condominium Association, Inc., (the "BOG") pursuant to The By-Laws of The Villages At Quail Run Condominium Association, Inc., recorded June 30, 2008 in Book 51379, Page 419, and the Master Deed of The Villages At Quail Run dated June 14, 2002 and recorded in Book 35747, Page 213, as amended, hereby adopt the following resolution:

Condominium fees and all other applicable charges are due on the first day of each month with a fifteen (15) day grace period. Any and all payments received will be applied to the oldest charges first. Unit Owners are required to send their payments in full and on time even if an invoice or coupon is not received.

Any Unit Owner whose payment has not been received in full and on time resulting in an outstanding balance of Twenty Five (525.00) Dollars or more, will automatically be assessed a late fee of Twenty Five (525.00) Dollars. A Notice of Outstanding Charges ("Notice") will be sent by the Managing Agent shortly after the Fifteenth (151h) of each month, including any late fees and/or other charges that have been assessed to the account of each Unit Owner.

If any Unit Owner wishes to dispute any charge(s) on his/her account, except for Condominium Fees and/or Special Assessments, then he/she must:

I. Pay the stated charges in full. Otherwise the Unit Owner's request to dispute the charge(s) will be denied and the charges will remain on the Unit Owner's account.

2. Submit a written request (within thirty (30) days of receipt of said Notice) stating why the disputed charges should be waived. Furthermore, it is the Unit Owner's responsibility to ensure that the Managing Agent has received such request and to find out when the next BOG meeting is.

Note: No Unit Owner may dispute the Condominium Fees and/or Special Assessments.

After receiving the Unit Owner's written request, the Managing Agent will acknowledge receipt of such request to the Unit Owner, as well as the date when such request will be

presented to the BOG. In addition, the Unit Owner may attend the meeting in person to answer any questions from the BOG.

After the BOG meeting, the Managing Agent will notify the Unit Owner in writing of the BOG decision, and (i) If the BOG has approved the Unit Owner's request, then the Unit Owner's account will be credited for that specific amount and the Unit Owner's next monthly invoice will reflect the credit, or (ii) If the BOG has denied the Unit Owner's request, the Unit Owner will be deemed to have exhausted all further appeals and will remit payment in full as originally invoiced.

The Managing Agent shall have no authority to waive late fees and/or any other charges without the approval of the majority of the BOG.

Executed under seal this 3 rci day ofmg, 2010.

Majority Of The Board

Of Governors Of The Villages At Quail Run Condominium Association, Inc. And Not Individually

Marie Kapsalis, Governor

COMMONWEALTH OF MASSACHUSETTS

Lesey— ss.

On this ?;'( day of lavt-e, , 2010, Mole me, the undersigned notary public, then personally appeared the above-named ?vMaha- Faz4cial.-Ifl hOelit PCorfeb

... /.&kizariktm___, Nate (234-44- and rwajit, eaczalts , who proved to me through satisfactory evidence of identification, which was my own personal knowledge of the identity of the signatory to be the persons whose names are signed above and acknowledged to me that he/she/they signed it voluntarily for its stated purpose, as Governors of The Villages At Quail Run Condominium Association, Inc.

Notary Public: Catlic7ine Bimbricit

My commission expires: IV;ay -17, 20 13

Bk: 52340 Pg: 574 Doc: AMEND

Page: 1 of 7 03/0412009 09:38 AM

THE VILLAGES AT QUAIL RUN

CONDOMINIUM AMENDMENT TO THE BY-LAWS

Reference is hereby made to those certain By-Laws recorded June 30, 2008, and recorded with the Middlesex County South District Registry of Deeds in Book 51379, Page 419, as amended, which are the By-Laws of, pursuant to Massachusetts General Laws, Chapter 183A, The Villages at Quail Run Condominium Association, the organization of Unit Owners of The Villages at Quail Run Condominium, a condominium established pursuant to Massachusetts General Laws, Chapter I83A, by a Master Deed dated June 14, 2002, and recorded with the Middlesex County South District Registry of Deeds in Book 35747, Page 213, as may be amended.

WHEREAS said By-Laws have heretofore been amended.

WHEREAS the Unit Owners entitled at least sixty-six and two thirds percent (66 2/3 %) of the Beneficial Interest desire to further amend said By-Laws as provided in Article XIII thereof

WHEREAS no other consents are required.

NOW THEREFORE said By-Laws are hereby further amended in accordance with the provisions of said Article XIII by deleting Article IX in its entirety, and by insetting in place thereof the following:

ARTICLE IX INSURANCE

SECTION 1. INSURANCE.

The Governors and the Unit Owners shall obtain and maintain the following insurance policies:

A. Casualty Insurance. The Governors shall obtain and maintain, to the extent reasonably obtainable and permitted by applicable law, so-called master policies of casualty insurance providing fire-with-extended coverage and so-called all risk coverage insurance, insuring the Condominium, including, without limitation, the Common Areas and Facilities, all of the Units with all fixtures, additions, alterations and improvements thereof, all heating and cooling equipment and other service machinery, apparatus, equipment and installations comprised in the Common Areas and Facilities, and also all such portions normally deemed to constitute part of the buildings and customarily covered by such insurance, but not including any furniture, furnishings or household and personal properly belonging to and owned by individual Unit Owners or Tenants, in an amount equal to the full replacement cost thereof (as that term is used for insurance purposes), subject to such reasonable deductible as the Governors may determine, and which shall include, if available at a reasonable cost, so-called Agreed Amount, Inflation Guard, Construction Code and Replacement Cost Endorsements. The Governors may purchase a so-called "blanket" policy covering all of the buildings, if there be more than one, if they deem it advisable. In determining full replacement value, the Governors may reasonably rely upon the advice of the insurer or their agent. The name of the insured under such policy shall be stated in form, substance and effect similar to the following: "Governors of The Villages at Quail Run Condominium Association for use and benefit of the Unit Owners of The Villages at Quail Run Condominium and their mortgagees as their interests may appear". Such insurance shall contain the standard mortgagee clause and shall name the Governors as Insurance Trustees for the use and benefit of all Unit Owners of The Villages at Quail Run Condominium and their mortgagees as their interest may appear. with losses payable to and adjusted by the Governors as Insurance Trustees in accordance with the provisions of these By-Laws. The Governors may insure against such other hazards or risks of casualty as the Governors from time to time in their discretion shall determine to be appropriate, including, but not limited to, vandalism, malicious mischief, windstorm and water damage, earthquake, flood and machinery or damage.

B. Liability Insurance. The Governors shall obtain and maintain, to the extent obtainable and/or applicable, master policies of insurance with respect to the Common Areas and Facilities for the benefit and protection of the Association and, all Unit Owners for:

(i) comprehensive public liability insurance in such limits as the Governors may, from time to time, determine but in no case less than $1,000,000/1,000,000 in coverage, covering the Association, the Governors; the Property Manager, if any, and each Unit Owner with respect to liability arising out of ownership, maintenance or repair of the Common Areas and Facilities of the Condominium, such insurance providing for cross claims by the co insureds, and containing a "severability of interest" endorsement which shall preclude the insurer from denying the claim of a Condominium Unit Owner because of negligent acts of the Association, the Governors or other Unit Owners, and other provisions commonly referred to as a "Special Condominium Endorsement" or its equivalent; (ii) worker's compensation and employee's liability insurance; (iii) if applicable, boiler and machinery insurance in such limits as the Governors may, from time to time, determine but in no case less than $2,000,000 or the insurable value of the building(s) housing the boiler or machinery, whichever is less; (iv) nonowned automobile liability' insurance with the same limits as item (1) and (y) such other liability insurance as the Governors may from time to time deem appropriate and desirable, including 'non-owned ' automobile liability insurance.

C. Fidelity Coverage. The Governors shall obtain fidelity coverage against dishonest acts on the part of the Governors, the Property Manager, if any, employees or volunteers responsible for handling funds belonging to the Association or administered by , the Governors. This fidelity insurance shall name The Villages At Quail Run Condominium Association as the named insured and shall be written in an amount equal to the maximum amount that will be in the custody of the Association at any one time, but in no event less than three months Common Expenses plus all reserves. In connection with such coverage, an appropriate endorsement to the policy to cover persons who serve without compensation shall be added if the policy would not otherwise cover volunteers.

D. Directors And Officers Liability Insurance. The Governors shall obtain Directors and Officers Liability Insurance in such amounts and upon such terms as they deem appropriate, but at least equal to their general liability policy limits provided above.

E. FHLMC And FNMA Insurance Requirements. If the Federal Home Loan Mortgage Corporation (FHLMC) or the Federal National Mortgage Association (FNMA) or any other socalled Secondary Mortgage Market Agency holds any interest in one or more mortgages on Units of which the Governors have received notice, the Governors shall obtain and maintain, to the extent reasonably obtainable, such other insurance as may be required from time to time by whichever of FHLMC, FNMA or other holds any interest in one or more mortgages on Units. All such policies shall be in such amounts and contain such terms as may be required from time to time by whichever of FHLMC, FNMA or other holds such interest.

F. Unit Owners' Insurance. Unit Owners shall carry insurance for their own benefit insuring their furniture, furnishings: and other personal property located within their respective Units or its appurtenances, and for such as is. not covered by the Condominium master policies - particularly any deductible - and that they ensure that the existence and application of the , deductible on the Condominium master policy shall be treated as if there was no insurance coverage for the purposes of the application of any so-called other insurance clause on a Unit Owner's individual policy; provided that all such policies shall contain waivers of subrogation and further provided that the liability of the carriers issuing insurance obtained by the Governors shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner, or if so effected, it shall be deemed that the Unit Owners' insurance coverage has been assigned to the Association to the extent of such effect. Unit Owners shall in all events maintain liability insurance covering damage to the Property in such reasonable amounts as the Governors may determine and, upon request, provide evidence thereof to the Governors.

G. Terms And Conditions Of Policies. Policies for casualty insurance, and to the extent applicable, such other policies of insurance, shall provide: (i) that the insurance company waive any right of subrogation against the Governors, their agents and employees, and the Unit Owners, their respective employees, agents, tenants and guests to the extent they are not specifically obligated hereunder; (ii) that the insurance shall not be prejudiced by any, act, or neglect of any: Unit Owners

or occupants or any other person or firm (including employees and agents of the Governors) when such act or neglect is not within the control of the Governors (or Unit Owners collectively) or by failure of the Governors (or Unit Owners collectively) to comply with any warranty or condition with regard to any portion of the premises over which the Governors (or Unit Owners collectively) have no control; (iii) that such policies may not be canceled or substantially modified without at least twenty (20) days' prior written notice to all, Unit Owners and mortgagees of Units to whom certificates of insurance have been issued; (iv) that recovery thereunder shall not be affected on account of the availability of proceeds under any policies obtained by individual Unit Owners covering their Units; and (v) if obtainable, that the company shall waive any right it may have under the policy to repair or restore damage should the Unit Owners elect to terminate the Condominium because of such damage. Such insurance policies may provide for a reasonable deductible from the coverage thereof as determined by the Governors in their 'sole discretion. In the event of any loss which relates in part to insurable portions of a Unit, or Units, and/or in part to the Common Elements, the Governors shall apportion the deductible amount directly proportional to the amount of such loss related to such Unit, or Units, and/or the amount of the loss related to the Common Areas and Facilities. Where such loss is solely to a Unit, the deductible amount shall be borne solely by the Unit Owner thereof. Where such loss is solely to the Common Elements, such shall be borne from the common funds. Additionally, all costs of adjusting and/or administering a loss shall be so apportioned and deducted from the insurance proceeds.

H. Insurance Appraisal. The Governors may obtain an appraisal of the full replacement cost of the property to be insured in accordance with the foregoing provisions of this Section, without deduction for depreciation, for the purpose of determining the amount of insurance to be maintained pursuant to this Section and/or may rely thereon, or upon the advice of the Association's insurance agent as to the amount of necessary coverage. If the Governors in their discretion deem it necessary, they shall upon notification of improvements to be made to a Unit by a Unit Owner increase the insurance coverage afforded by said master policy.

Governors As Insurance Trustees. The Governors (i) shall have exclusive authority to negotiate all losses as herein provided for, (ii) shall collect and receive all loss insurance

proceeds, and (iii) shall hold, use, apply and disburse the same in accordance with the applicable provisions of these By-Laws for the benefit of the Unit Owners and their respective mortgagees respect to losses _which affect portions or elements covered by such insurance of more than one Unit and/or the Common Elements to different extends, the proceeds relating thereto 'shall be' used, applied and disbursed by the Governors in their judgment in a fair and equitable manner, primarily based upon the relative losses.

J. Authorized Insurance Representative. Notwithstanding any of the forgoing provisions and. requirements, to the contrary relating to physical damage or liability insurance, there may be named as an insured, on behalf of the Governors, the Governors' authorized representative, including any Governor, with whom such Governors may enter into any Insurance Trust Agreement or any successor to such Governors (each of whom shall be referred to herein as the "Insurance Trustee"), who shall have exclusive authority to negotiate losses under any policy providing such physical damage or public liability insurance. Each Unit Owner appoints the Governors, or any Insurance Trustee or substitute Insurance Trustee designated by the Governors, as his attorney-in-fact for the purpose of purchasing, maintaining and administering such insurance, including without limitation the collection and appropriate disposition of the proceeds thereof; the negotiation of losses and execution of releases of liability; the execution of all documents; and the performance of all other acts necessary to accomplish such purpose:

K. Notification Of Mortgagees, The Governors, shall, when requested by mortgagees of Units, give written notice to such mortgagees of such loss to the Common Areas and Facilities, or to the Unit mortgaged, as the mortgagee requests.

L. Certificates Of Insurance. Certificates of insurance with proper mortgagee endorsements, when requested, shall be issued to Unit Owners or their designees. The Governors may charge a reasonable fee for issuing such certificates.

M. Notification To Governors Of Improvements. Each Unit Owner shall notify the Governors in writing of all improvements to his/her Unit (except personal property, other than fixtures) which exceed a total value of Twenty Thousand ($20,000.00) Dollars within twenty (20). days after the commencement of construction or installation of such improvement, and upon receipt of such notice, the Governors shall notify the insurer under any casualty policy obtained pursuant to this Section of such improvements and shall, if necessary, purchase additional casualty insurance in such amounts

as may be required under this Section. Any premium increase caused by insuring such improvements may be assessed to the Owner of the improved Unit as a Common Expense attributable to such Unit. No Unit Owner shall be entitled to receive insurance proceeds for repair, replacement or restoration : of any such improvement not so reported to the Governors,, unless otherwise consented to the Governors.

N. Waiver Of Claims. To the extent the Governors maintain the casualty insurance herein provided for, the Unit Owners shall be precluded from making any claim against the Association and/or its Governors for property damage to the Units and/or the properly of the Unit Owner kept within the Condominium and the Unit Owners shall look solely to such property insurance as they may, personally maintain.

IN WITNESS WHEREOF we, the undersigned being a majority of the Governors of The Villages at Quail Run Condominium Association having first received the affirmative vote of the Unit Owners entitled to at least sixty-six and two thirds percent (66 2/3 %) of the Beneficial Interest have set our hands and seals this 21' day of January . 2009. , Governor

Governor

L'IL4Ladggi4 11(---/r COMMONWEALTH OF MASSACHUSETTS

Middlesex County, ss.

On this 21 day of January,2009, before me, the undersigned notary public, personally appeared Richard Ebens, Robert Freedman, and Evelyn Spears proved to me through satisfactory evidence of identification , being (check whichever applies): _driver's license or other state or federal governmental document bearing a photographic image, oath or witness known to me who knows the above signatory, (X) or my own personal knowledge of the identity of the signatory, to be the person whose name is signed above, and acknowledged the foregoing to be signed by him/her voluntarily for its stated purpose, as Governors of said The Villages at Quail Run Association.

Notary Public

My Commission Expires:

Print Notary Public's Name:

Qualified in the State/Commonwealth of

my Commission Ends May 17, 2013

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

HUB International New England 300 Ballardvale Street Wilmington, MA 01887

INSURER(S) AFFORDING COVERAGENAIC #

Greater New York Mutual Insurance Company

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

COMMERCIAL GENERAL LIABILITY

(Mandatory in NH)

Fireman's Fund Insurance Company Federal Insurance Company 1/26/2023

LIMIT

C Employee Theft9983-34151/26/20221/26/2023 Deductible: $1,000450,000

Coverage is provided for 150 units located at Autumn Drive, Rotherham Way, and Strawberry Lane, Hudson, MA 01749.

The master policy provides coverage for all buildings, structures, and units including interior elements and service machinery, as well as reported unit improvements (often referred to as "all in").

The master policy includes the following forms and endorsements: Special Form; Extended Replacement Cost; Agreed Amount; Co-insurance waived; Inflation Guard N/A, Ordinance or Law (A included, B & C $300,000 each); Sewer or Drain Back Up ($250,000); Equipment Breakdown; Severability of Interest

SEE ATTACHED ACORD 101

Evidence of Insurance Certificates may be requested via fax to 866-475-7959 or email to condocerts@hubinternational.com

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Description of Operations/Locations/Vehicles: (GL only).

Deductibles as follows:

Per Occurrence: $25,000

Per Unit All Other Perils (AOP): $25,000

The Dartmouth Group is included as Designated Agent under the Employee Theft coverage for their duties as Property Manager for the Association.

VILLAGES AT QUAIL RUN CONDOMINIUM ASSOC.

The Villages at Quail Run

Minutes of the 03/21/2023 Board of Governors Meeting

The meeting commenced at 09:00 A.M. at the Community Center and adjourned at 10:25 A.M.

Governors Present: Pat Ritter-Waltrup (via phone), Diane Bemis, Alison Towle (via phone), Mike McCormack and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 02/21/2023 BOG meeting minutes.

2) The Board approved the February 2023 financials.

3) Thiago’s Painting is scheduled to paint the buildings at 1-3 Autumn Drive in the spring. Scheduled to be determined. Cost is $80K. Thiago’s Painting will also paint the base of all the mailbox kiosk posts in the spring on a time and material basis.

4) The rental amendment has been reviewed by the Board, and the Board spoke via phone to our attorney to answer questions pertaining to the content.

5) The tree arborist ( Scott Mooney) gave the Board a verbal proposal for pruning the trees behind 4 Autumn drive and placing the pruned debris in the woods. This will allow airflow to circulate behind the building. The cost is $1,200 and the Board voted and approved the amount.

6) The rear wall of the community center (where the car ran into the building is being repaired by Scott Forbes. The cost is being covered by the car owner’s insurance policy.

7) Gina from The Dartmouth Group is getting paving vendors to come out to our property to provide proposals for paving the 5-7 Autumn circle and the top of the circle at 6-11 Autumn Drive.

8) Gina from The Dartmouth Group has been in contact with Kraft Power Corp. to remove / replace the radiator from the backup generator. The cost is to be determined once the condition of the radiator is evaluated.

The next Board meeting will be held at 9:00 A.M. on Tuesday 18 April 2023 at the Community Center.

The May board meeting will be held at 5:30 P.M. at the Community Center followed at 7:00 P.M. by the election and semiannual community meeting.

Submitted by:

Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 04/18/2023 Board of Governors Meeting

The meeting commenced at 09:04 A.M. at the community center and adjourned at 10:22 A.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 03/21/2023 BOG meeting minutes.

2) The Board approved the March 2023 financials.

3) J&J landscaping has completed the 1st lawn fertilizer application and brought up the irrigation system. Mulching has also been completed.

4) The rear wall of the community center (where the car ran into the building) has been repaired by Scott Forbes.

5) The drainage proposal from Ellingwood Construction for capturing water, from Intel at the top of autumn circle, has been voted on and approved the cost is $24,650. The proposal for paving the circle at 6-11 Autumn, no driveways is $31,110, The proposal for paving the circle at 5-7 Autumn, no driveways is $28,050. Both paving proposals have been voted on and approved. The total cost is $83,810. The drainage and paving is being done this year (scheduled to be announced) to prepare for paving Autumn Drive in 2024.

6) The board voted and approved F.C. Carias Irrigation Inc Specialist to fix broken irrigation heads and backflow and valve replacements. The cost for this service is $10,004.

7) The detention pond behind the pump house (at the bottom of the hill by Marlboro Street) needs to be cleaned out and the fence around it fixed in order to receive any discount from the town of Hudson for storm water control. We are waiting for estimates from Wayland excavating for cleaning up the detention pond and Arrow Fence to repair the fence and gate around the pond.

8) Gina from The Dartmouth Group will check with Kraft Power on the status of re-coring the generator radiator and re-installation. Estimated cost is $10,000.

The May board meeting will be held May 18th at 6:00 P.M. at the Community Center followed at 7:00 P.M. by the election of Board members and the semiannual community meeting.

Submitted by:

Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 06/20/2023 Board of Governors Meeting

The meeting commenced at 09:02 A.M. at the community center and adjourned at 11:53 A.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 05/18/2023 BOG meeting minutes.

2) The Board all agreed on member roles until the next election

President

Vice President

Treasurer

Member at large

Clerk

Diane Bemis

Mike McCormack

John DeRusha

Alison Towle

Klaus Schneller

3) The Board approved the May 2023 financials.

4) The Trash contract for VQR with E.L.Harvey is up in November. Gina from the Dartmouth Group is exploring new vendors for trash pickup.

5) Thiago’s Painting is still working on buildings 1,2,3 Autumn Drive and should be finished in the next few weeks. Thiago’s Painting has power washed building 5 thru 7 Autumn Drive and are preparing the buildings for painting.

6) Thiago’s Painting will be painting all mailbox pedestals and basement windows on a time and material basis.

7) The control boxes for the irrigation system were incorrectly hooked up to a 220 amp breaker instead of a 15 Amp breaker when the irrigation system was installed. The Board is getting an electric company to install new circuit breaker box at each of the main power panels to prevent possible electrocution of personnel working on the irrigation system.

8) The irrigation system continues to have issues with sprinkler heads, piping etc. The irrigation system will continue to be worked on by F.C. Carias Irrigation Inc. and they will address the issues that have been reported to TDG.

NOTE: *** If unit owners see an issue, please report it to Gina DeFrancesco at GDeFrancesco@theDartmouthGroup.com , Also all current issues have been reported to the contractor. They will come out to the property when they are available. Patience is being asked by everyone.***

9) The Board voted to only run the irrigation system on Monday, Wednesday and Friday nights to conserve water and reduce the VQR water bill. F.C. Carias Irrigation Inc. will come out to change the clocks on the irrigation system.

10) Drainage work at the top of Autumn Drive should be scheduled within the next 2-3 weeks. Ellingwood Construction has been contracted to do the work.

11) The Board had a discussion about electric vehicles at VQR since they are increasing in popularity. Electric or Hybrid vehicles are ok to plug in if they can use the 115V 15amp plug in your garage. VQR cannot support or accommodate fully electric vehicles that require 240V. The breaker box in each unit is rated for 125A 110V service. The maximum load can be 100 Amps. Also, the wire gauge in the unit and underground cannot support the 208/240V needed for charging vehicles. In order to support this all underground wiring would have to be changed, the Breaker box would need to be upgraded to 200A service and the meter boxes on the main panel would have to change.

The next Board meeting will be held at 9:00 A.M. on Tuesday 18 July 2023 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 08/15/2023 Board of Governors Meeting

The meeting commenced at 08:55 A.M. at the community center and adjourned at 10:35 A.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 07/18/2023 BOG meeting minutes.

2) The Board voted to ratify the installation of 24 wireless fire alarm communicators. The cost of installation is $12,950 and the monitoring charge is $12,000 annually.

3) The Board approved the July 2023 financials.

4) The Board reviewed the updated rules and regulations and is sending corrections back to the committee.

5) Fire sprinkler testing with Norel will be scheduled in the fall. Norel will contact Gina from The Dartmouth Group with dates in the near future.

The next Board meeting will be held at 9:00 A.M. on Tuesday 19 September 2023 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 09/19/2023 Board of Governors Meeting

The meeting commenced at 08:59 A.M. at the community center and adjourned at 10:38 A.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 08/15/2023 BOG meeting minutes.

2) The Board approved the August 2023 financials.

3) The Board voted to approve the reserve study from Callahan & Assoc (cost is $4200) The study will be done sometime in 2024.

4) The Board voted to move $60,000 from the reserve fund to the operating fund to pay the VQR water bill. This was due to a dramatic increase of the water and sewer rates by the Town of Hudson.

5) The Board is looking into the cost of cleaning the retention pond (located behind the pump house) for water runoff from the VQR property. This will have to be funded and done next year. A meeting with the conservation committee will be set up before we start the cleanup.

6) The E.L. HARVEY & SONS INC. Trash 60 month contract was signed at a rate of $3,985 per month. The cost will vary annually due to labor, fuel and transfer station increases.

7) The Board plans on painting 5-6 buildings in 2024. Scott Forbes will be out to install composite scalloped shingles on building peaks of 4,6, and 11 Autumn Drive and buildings 1 and 3 Strawberry Drive prior to the start of painting. Peaks seen from the road will receive the scalloped shingles. Peaks not seen from the road will have siding installed.

8) Spigots are the responsibility of the unit owner, however, please be sure that if spigots are replaced that they are freeze proof. The Board recommends DeMello Plumbers in Hudson for this repair since they are very familiar with our property and will replace your leaking spigot properly with a quality spigot. Also, the Board recommends that the water to the front and rear outdoor spigots be shut off for the winter as an added precaution to prevent burst pipes, better to be safe than sorry.

9) The Board would like to give a shout out and thank you to Mark Reid our webmaster for all his work on the Quail Run calendar.

The next Board meeting will be held at 9:00 A.M. on Tuesday 17 October 2023 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 10/17/2023

Board of Governors Meeting

The meeting commenced at 09:02 A.M. at the community center and adjourned at 11:02 A.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 09/19/2023 BOG meeting minutes.

2) The Board approved the September 2023 financials.

3) The Board approved $29,800 from the reserve fund to renovate the community center deck. The joist hangars are rotted and broken and the decking is cracked and causing a trip hazard. The Hardy Board siding from the deck 6 ft up also has a lot of cracks that will be replaced along the rear wall of the community center. This will be taken care of very soon.

4) Gina from the Dartmouth Group is getting pricing to paint the new hardy board that will be installed after the community center decking is in place.

5) Brown Bag Lawn Yard Waste - The date has been set for Wednesday, October 18th for the final brown bag lawn yard waste to be collected by J&J. This has been a courtesy service that J&J started for a couple of owners in the community a few years ago. This has turned into a larger community courtesy service and it occurs weekly during the landscaping season. Please note: J&J has to pay $200/bag/week to dispose of this yard waste. The charges are NOT charged back to the Association nor paid out of the contract.

6) The irrigation system has been turned off and shutdown.

7) Outdoor spigot replacement - Gina spoke with DeMelo Plumbing. DeMelo has been installing the correct Frost Free outdoor spigot. DeMelo is willing to offer, the owners of VQR, a group rate to those unit owners that call them for this service. The cost will range from $350-400 for each spigot replacement

8) The paint on the Quail Run sign at the entrance to Rotherham is peeling. ViewPoint Sign will remove, repaint and replace the sign for minimal cost if any.

The next Board meeting will be held at 5:00 P.M. on Thursday 16 November 2023 at the Community Center.

The Budget meeting for the community will be at 6 P.M. on Thursday 16 November 2023 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 11/16/2023 Board of Governors Meeting

The meeting commenced at 04:55 P.M. at the community center and adjourned at 05:36 P.M.

Governors Present: Diane Bemis, Alison Towle, Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 09/17/2023 BOG meeting minutes.

2) The Board approved the October 2023 financials.

3) The Board approved the 3 Special deck meetings to discuss the future of deck repair.

4) The Board ratified a motion to approve Thiago’s painting proposal for the continuation of painting 5 buildings and the community center. (Bldg. 4,6,9,& 11Autumn) for the cost of $76,000 in 2024.

5) Since VQR is the largest beneficiary of Hudson’s Senior Safe Program run by the Hudson Fire Department, the Board voted to donate $500 to the Program.

6) Gutter cleaning at VQR will be done this Tuesday and Wednesday by J&J Landscaping.

7) Gina from the Dartmouth Group is getting quotes for the 2024 Master Insurance Policy. Also, has asked for a policy price for a $50K deductible per unit. HUB insurance will provide information in the coming weeks for the Board to review.

8) Due to the placement of the VQR sign at the bottom of Rotherham the sign has been weathered by the sun and snow. The sign needs to be replaced. Repairing would be a flat painted overlay would look the same but lettering not engraved for $1,440. Option 2 New and carved painted and sealed “signfoam” panel to match the existing sign. The sign would be removed and replaced on the same trip, cost $2,045. The Board approved option 2. The money will be taken out of the contingency fund.

9) Gina from the Dartmouth Group is getting quotes for roadway patching. The money will come out of the reserve fund.

10) New England Seal Coating will be out this month to crack seal the roadway and circles before winter. The cost is $5,085.

11) The community center deck is almost done. The rotting hangars and a few joists have been replaced and the new decking is on. Some worn and cracked siding has been replaced and will be primed next week. The deck railings have been re-installed.

The Board meeting for December has been cancelled due to the Holidays.

The next BOG meeting will be held at 9:00 A.M. on Tuesday, January 16th 2024 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 01/16/2024 Board of Governors Meeting

The meeting commenced at 09:01 A.M. at the community center and adjourned at 10:30 A.M.

Governors Present: Diane Bemis, Alison Towle(via phone), Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 11/16/2023 BOG meeting minutes.

2) The Board approved the November 2023 financials.

3) The Board approved going from 25,000 to $50,000 on the master insurance policy deductible on unit owners HO6 policy, per unit, per occurrence. This is to reduce smaller claims which increase our master insurance premiums.

4) The Rotherham VQR sign that matches the existing sign is being worked on and will be installed in the next few weeks weather permitting.

5) The building and grounds committee have completed their report. The Board will set up a meeting with the committee in the very near future for a presentation of a new and simpler way to report their findings.

6) The Board is discussing finances and ways to improve our savings within the community.

The next BOG meeting will be held at 9:00 A.M. on Tuesday, February 20th 2024 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.

The Villages at Quail Run

Minutes of the 02/20/2024 Board of Governors Meeting

The meeting commenced at 09:02 A.M. at the community center and adjourned at 10:22 A.M.

Governors Present: Diane Bemis, Alison Towle (via phone), Mike McCormack, John DeRusha and Klaus Schneller.

Dartmouth Group Representative: Gina DeFrancesco

1) The Board approved the 01/16/2024 BOG meeting minutes.

2) The Board approved the January 2024 financials.

3) Gina from The Dartmouth Group Will contact Hauck Landscaping to get a quote for clearing the trees and shrubs out of the retention pond.

4) The Board voted to postpone the paving of Autumn Drive this year due to the lack of money I the reserve fund and the large increase in our water bill.

5) The Board voted not to turn on the irrigation system this year. Fertilization and tree spraying will continue per the contract with J&J Landscaping. Also watering of gardens and circles will only be allowed by handheld hoses and watering cans.

6) The Board is exploring investing money from the reserve fund into CD’s and money market funds. Also researching possible investments for the capitol reserve fund.

7) The Board voted and approved to repair the (high) deck at 1G Autumn drive due to extensive rot on the rim joist and repair of the (low) deck at 1F Rotherham for bad stringers and deck surface. Both decks will have 6x6 inch installed to replace the 4x4 inch posts. Rotted wood will be replaced and new decking applied. These decks will be demo decks to see how much we an salvage from our current decks. This will give us a better handle on the costs of repair going forward.

The next BOG meeting will be held at 9:00 A.M. on Tuesday, March 19th 2024 at the Community Center.

Submitted by: Klaus Schneller, Clerk, The Villages at Quail Run Board of Governors.