As modified and approved at the RMRA General Membership meeting,

March 4, 2004.

The principal office shall be located at 800 Running Man Trail in York County, Virginia 23693. The Corporation may have such other offices and places of business as the directors may determine from time to time.

There shall be one class of members, all of which are voting members. Initially the Board may admit three hundred (300) members. From time to time the Board may elect to increase or decrease the total number of authorized members.

The Board of Directors shall, based upon recommendations from the Membership Committee, establish certain standards and procedures for selecting and approving new members. Upon request of any person, the Board or its designee must publish and distribute to such person a copy of the standards and procedures then-in effect.

Until such requirements are amended by the membership (as provided in section 30), prospective members must meet the following requirements before they may be offered membership:

1. Must live in a Running Man subdivision;
2. The first 138 members must pay a one time initiation fee of $950; all others must pay a one time initiation fee of $1250;
3. Must pay annual membership dues as determined by the membership (as provided in section 31);
4. Must agree to abide by all rules and regulations promulgated by the Board of Directors; and
5. Must agree to periodically execute a release from liability in favor of the Corporation.

Note: Membership includes all persons residing in the home of the applicant member.

Once membership has been extended, membership shall continue until the member fails or refuses to pay their annual membership dues (see section 31), no longer owns (or rents) property in Running Man, or their membership is terminated for cause, including but not limited to violation of one or more rules or regulations governing the operation of the facilities.

Memberships are transferable and may be conveyed with real estate located in Running Man or sold to another Running Man resident. Resigning members must notify the Board at least ninety (90) days in advance. Once notified the Finance Committee shall evaluate the financial condition of the Corporation to determine whether or not the Corporation is able to refund all or any portion of the member’s subscription fee. However, no part of these Bylaws shall be construed to require the Corporation to refund any portion of the subscription fee. Under no circumstances shall the Board refund more money than was received from the member’s subscription fee.

The annual meeting of the Corporation shall be held each year on the first Monday of the month in which the company's annual report is due to be filed with the State Corporation Commission or at such other time and place as the officers and directors shall designate by proper notice to the members.

Special meetings of the members for any purpose or purposes may be called by the President, and must be called by him or her on receipt of a written request from twenty-five (25) members in good standing.

Notice of the annual meeting or of a special meeting, stating the time, place and purpose or purposes thereof shall be given to each member not less than ten (10) nor more than forty (40) days prior to the meeting. Meeting notification shall include announcement of proposed Bylaw amendments, annual budget or dues adjustments, or special assessments. Proxy forms shall be distributed with announcement material.

At any meeting of the members, a quorum shall be established by all of the members in attendance at any given meeting.

At each meeting of the members every membership in good standing may vote in person or by proxy and each membership shall have one vote.

The business and affairs of the Corporation shall be managed and controlled by a Board of Directors comprised of not more than ten (10) directors, eight (8) of whom shall be elected at the annual meeting. The remaining two directors shall be appointed, one each, by Running Man III Development Corporation and the Running Man Community Association. Directors shall serve staggered two year terms.

So long as Running Man III Development Corporation continues to own one or more lots or homes in section 7A, 7B, 7C or 7D of Running Man, Running Man III Development Corporation shall be entitled to select one director to serve on the board. Once the final lot is sold, Running Man III Development Corporation shall lose its right and privilege to serve on the board and the remaining board of directors shall deem the seat vacant and elect a new director in accordance with the procedures described herein.

The Running Man Community Association shall have the right to appoint a non-voting member to the Board of Directors. This director shall serve in a liaison role to the RMRA Board. Likewise, the RMRA Board shall appoint a Director to serve as liaison to the RMCA Board. He or she will attend the regularly scheduled meetings of the RMCA Board and report on affairs of mutual interest.

At the first annual meeting of the members following incorporation, the directors shall be elected by the membership body. The highest four (4) electees shall serve an initial two year term while the remaining persons elected as directors shall serve an initial one year term. All terms of directors are staggered, two year terms.

Each director shall hold office until the election of his or her successor. Any director may resign at any time. Vacancies occurring among the directors may be filled by the directors through appointment.

Immediately after each annual election of the directors, the newly elected directors may meet forthwith at the principal office of the Corporation for the purpose of organization and the transaction of other business; if a quorum of the directors be then present no prior notice of such meeting shall be required. Other regular meetings of the board may be held at such times and places as the directors may determine.

Regular meetings of the directors shall be held each year in January, April, May, June, July, August, September, and October. At these meetings the directors may conduct any business that properly comes before the board.

Special meetings of the directors may be called by the President and must be called at the written request of two (2) members of the Board.

Notice of a special meeting shall be given to each director at least five (5) days prior to the date of the meeting, but such notice may be waived in writing at any time.

A majority of the directors shall constitute a quorum of the Board. Once obtained a quorum may not be broken.

A director may be removed by the remaining directors for good cause shown, which shall include but not be limited to failure of a director to attend three (3) or more director’s meetings in any given twelve month period.

The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, who shall be elected annually by the directors. All vacancies occurring among any of the above officers shall be filled by the directors. Any officer may be removed at any time by the affirmative vote of a majority of the members at a special meeting of the members called for that purpose.

The board may appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may engage the services of such professionals as it may deem necessary.

The President shall preside at all meetings of the members and directors. The President shall have general management and control of the business affairs of the Corporation. The President may not serve more than three (3) consecutive years. The President must cosign on all checks of the Corporation.

The Vice President shall preside at any meeting of the members and directors at which the President is unable or unwilling to so preside. The Vice President shall serve as the Chair of the Finance Committee. If the President is unavailable to cosign checks, then the Vice President may do so.

The Secretary shall keep the minutes of all proceedings of the directors and the members; he or she shall attend to the giving and serving of all notices to the members and directors, or other notices required by law or these Bylaws; he or she shall affix the seal of the Corporation to deeds, contracts, and other instruments in writing requiring a seal, when duly signed; he or she shall have charge of such books and papers as the Board may direct, and he or she shall perform all other duties incident to the office of Secretary. The Secretary in concert with the Membership Committee shall also keep and maintain a ledger or other accurate and updated listing of all of the members of the Corporation and their official address of record.

The Treasurer shall maintain all financial records and accounts of the Corporation. The Treasurer shall have the authority to co-sign with the President or Vice President all checks of the Corporation to ensure that all bills of the Corporation are paid in a timely manner. The Treasurer shall have such additional duties as may be incident to the office of Treasurer.

The Corporation shall perpetually maintain several committees that are important to the efficient operation of the Corporation. The chair of each standing committee must be a director of the Corporation. However, the Chair may select and recruit from members and non-members to serve on the committee. No formal election is required.

From time to time the Board of Directors may establish one or more standing committees. Below are the initial standing committees of the Corporation.

1. Finance Committee: The Finance Committee shall continually review, evaluate and report the financial condition of the Corporation to the members and directors and prepare a budget for the coming fiscal year. The treasurer shall be a member of the finance committee. When requested by the board, the finance committee shall prepare an analysis of appropriate redemption price for memberships not being renewed. The Finance Committee shall prepare and submit any other reports requested by the Chairman of the Board.
2. Membership Committee: The Membership Committee shall continually review, evaluate and administer all aspects of the process for becoming a member of the Corporation, as well as terminating one’s membership. The standards for membership shall be adopted by the full board of directors, however, the Membership Committee may recommend from time to time certain changes to the membership policy. The Secretary, in concert with the Membership Committee shall keep and maintain a ledger or other accurate and updated listing of all of the members of the Corporation and their official address of record. The Membership Committee shall prepare and submit any other reports requested by the Chairman of the Board.
3. Grounds Committee: The Grounds Committee shall be responsible for developing all necessary procedures and policies for acquiring, developing, and maintaining any assets or property owned by the Corporation. The Grounds Committee shall prepare and submit any other reports requested by the Chairman of the Board.

The salaries, if any, of all officers shall be fixed by the Board of Directors.

Directors may vote by written proxy at any meeting of the Board of Directors. A written proxy submitted by a director shall count towards the minimum number required for a quorum at any meeting. Likewise, members may exercise their right to vote by proxy at any general membership meeting.

The Board of Directors may conduct a meeting by use of telephone conference or any other means by which the directors participating may simultaneously communicate with each other. A director participating shall be deemed to be present in person.

The directors shall provide a suitable Corporate seal which shall be in the charge of the Secretary and shall be used as authorized by the directors.

The funds of the Corporation shall be deposited in such Bank or trust company, and checks drawn against such funds shall be signed in such manner, as may be determined from time to time by the directors.

Any notice required or permitted to be given by these Bylaws may be given by mailing the item or by hand delivering the same to the member or the member's residence. Any notice required by these Bylaws to be given may be waived by the person entitled to such notice.

Any action required or permitted by these Bylaws to be taken at a members' meeting or a Board of Directors' meeting, may be taken without such meeting by executing a unanimous written consent.

The Corporation shall not discriminate against any person or entity on the basis of race, color, religion, sex or national origin.

The Board of Directors has no power to make, amend or repeal the Bylaws of the Corporation.

The members may make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for this purpose. Amendments directly affecting the terms or conditions of membership, annual dues, or special assessments must be approved by a majority of the members present at any meeting, provided that such majority numbers at least thirty five (35) or more members (including proxies).

For a given calendar year, the amount and due date of annual membership dues are determined at any annual meeting of the membership or at a special meeting called for this purpose. In accordance with section 30, changing the dues amount and/or due date, from that in effect for the previous calendar year, must be approved by a majority vote of at least 35 or more members (including proxies). Otherwise, the dues amount and/or due date from the previous calendar year will remain in effect for the current calendar year.

The board of directors is authorized to assess a penalty fee for late payment of annual dues as follows:

• 1 day to 15 days overdue: penalty fee = $50.
• 16 days to 45 days overdue: penalty fee = $100.

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