BY-LAWS OF RHV MAINTENANCE, INC.

A West Virginia Non-Profit Corporation

ARTICLE I—OFFICES

The principal office of the corporation in the state of West Virginia shall be located in the County of Hampshire. The corporation may have such other offices, either within or without the State of Incorporation, as the board of directors may designate or as the business of the corporation may from time to time require.

ARTICLE II—OBJECTS The objects of the Corporation are:

1.  To maintain two (2) lakes and surrounding property in

Ritter's Hidden Valley Estates, Cooper's Run Estates, White Cliffs of Ritter's Hidden Valley Estates and Dillon Mt, Estates.

2.  To promote fishing and preservation of natural wildlife on said property, including lake inspections for purity of water.

3.  To stock fish, maintain algae levels and plant small feeding areas for deer, turkey and other wildlife.

4.  To maintain roads to said lakes, park and surrounding land and improvements, and to provide access to members and guests.

5.  To maintain roads through the subdivisions to state access for members and legally invited guests.

6.  All dues income of the corporation shall be used to pay normal operating expenses of maintaining the lakes, improvements and roads, including paying subcontractors hired to maintain the lakes and roads.

7.  Any excess funds will be used for the preservation of wildlife.

ARTICLES III—BASIC POLICIES

The following are the basic policies of this Corporation:

1.  The corporation shall be noncommercial, nonsectarian and nonpartisan.

2.  The corporation shall do all and everything necessary, suitable and proper for the accomplishment of an object hereinabove set forth, either alone or in association with other corporations, firms, or individuals.

3.  The corporation shall do every other act or acts which are incidental or pertinent to or growing out of or connected with the aforesaid objects or any part or parts thereof; provided same be not inconsistent with the laws under which the organization is organized.

ARTICLE IV—MEMBERSHIP

1. ANNUAL MEETING.

The annual meeting of the members shall be held on the first

Saturday of October in each year, beginning with the year 2015 at 12:00 noon, for the purpose of electing directors, if necessary, and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding day.

2. SPECIAL MEETING.

Special meetings of the membership, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of the holders of not less than 10 percent of all the outstanding certificate of membership of the corporation entitled to vote at the meeting.

3. PLACE OF MEETING.

The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting call by the directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in Capon Bridge, West Virginia.

4. NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or by the secretary, or the officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership transfer books of the corporation, with postage thereon prepaid. A member may consent to e-mail as an acceptable form of communication.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purposes of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the directors of the corporation may provide that the membership transfer books shall be closed for a stated period but not to exceed in any case, 10 days. If the membership books shall be closed for the purposes of determining members entitled to notice or to vote at a meeting of members, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the membership transfer books, the directors may fix in advance a date as the record date for any such determination of members such date in any case to be not more than 30 days and, in case of a meeting of the membership not less than 10 days prior to the date on which the particular action requiring such determination of members is to be taken. If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of membership, the date on which notice of meeting is mailed shall be the record date for such determination of member. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

6. VOTING LISTS.

The officer or agent having charge of the membership books for certificates of the corporation shall make, at least 10 days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and number of certificates held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership book shall be prima facie evidence as to who are the members entitled to examine such list or transfer books or to vote at the meeting of the membership.

7. QUORUM.

At any meeting of the membership 50% of the outstanding membership certificates of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the membership. If less than said number of the outstanding certificates are represented at a membership meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjournment meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

8. PROXIES.

At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

9. VOTING.

Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each certificate of membership entitled to vote held by such member. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State. All members may attend meetings, however only members current on all dues and assessments may vote in person or by proxy, and such shares will not be counted as

"membership" under 7 above for purposes of determining a quorum.

10.  ORDER OF BUSINESS.

The order of business at all meetings of the membership shall be as follows:

1.  Roll call and pledge allegiance to the flag.

2.  Proof of minutes of preceding or waiver of notice.

3.  Reading of minutes of preceding meeting.

4.  Reports of Officers.

5.  Reports of Committees.

6.  Election of Directors.

7.  Unfinished Business.

8.  New Business.

9.  Motion to adjourn.

ARTICLE V—BOARD OF DIRECTORS

1.  GENERAL POWERS.

The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.

2.  NUMBER, TENURE AND QUALIFICATIONS.

3.  The number of directors of this corporation shall be 14. Each owner will select 14 candidates to be on the Board. The 14 candidates receiving the highest numbers of votes will be on the Board. The newly elected directors shall be selected to represent Sections 1 through 9, and Section 7A of Ritter’s Hidden Valley Estates, Cooper’s Run Estates, White Cliffs of Ritter’s Hidden Valley Estates, Section I, White Cliffs of Ritter’s Hidden Valley Estates, Section II, and Dillon Mountain Estates. Each director shall hold office for four years, until his or her successor shall have been elected and qualified at the annual meeting. In the event a vacancy occurs on the Board, the remaining directors may appoint a representative to represent that section so long as he or she is a member in good standing.

4.  ELECTION OF THE FIRST BOARD OF DIRECTORS.

The initial president and board of directors shall appoint a temporary board of directors consisting of seven (7) members in good standing and current on their maintenance dues. The election shall be completed within one hundred and twenty (120) days following the appointment of the temporary board of directors. The election committee (directors) shall mail out a notice to all property owners (members) advising of the election and requesting any property owner which desires to serve to notify the committee (directors) in writing so that their name may be placed on the ballot for vote. The committee (directors) shall prepare the ballots and mail out to all qualified members in good standing, current on dues, for a vote and request that the ballots be returned within ten (10) days, so that the vote may be counted and reported to the membership. The voting committee shall keep complete records of this procedure and place the records in the permanent records of RHV Maintenance, Inc. In future elections, the Board of Directors may adopt other methods for election of Directors if they deem it in the best interest of said corporation.

5.  REGULAR MEETINGS.

A Regular meeting of the directors, shall be held without further notice and be immediately after, and at the same place as the annual membership meeting. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

5. SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the president or any three (3) directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

6. NOTICE.

Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally, or by e-mail or mailed to each director at his address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by e-mail, such notice shall be deemed to be delivered when the e-mail is delivered. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

7. QUORUM.

At any meeting of the directors eight (8) of the active directors shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

8. MANNER OF ACTION.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause, may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removals of directors without cause shall be filled by a vote of the membership of the section the director represents. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. In the event that no one from that section qualifies as a director for that section then the remaining directors may appoint a member in good standing, current on their dues, to represent that section.

10.  REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the membership or by action of the board. Directors may be removed without cause only by vote of the membership. A director may be removed for causes for nonpayment of maintenance dues.

11.  RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

12.  COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expense for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

13.  PRESUMPTION OF ASSENT.

A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

14. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its member an executive committee and other committees. Each such committee shall serve at the pleasure of the board.

ARTICLE VI—OFFICERS

1.  NUMBER.

The officers of the corporation shall be a president, a vicepresident, a secretary and a treasurer, each of whom shall be elected by the board of directors for four (4) year terms. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. All officers elected by the board must be a member in good standing and current on their maintenance dues. The directors may elect the same person to serve as secretary and treasurer if they deem it in the best interest of the corporation.

2.  ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the board of directors shall be elected to serve a four (4) year term. Election of the officers may be held after the annual meeting of the membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.  REMOVAL.

Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.  VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

5.  PRESIDENT.

The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the membership and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for membership of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the directors from time to time.

6.  VICE-PRESIDENT.

In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and while so acting shall have all the power of and be subject to all restrictions upon the President. The vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors.

7.  SECRETARY.

The secretary shall keep the minutes of the membership and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such member, have general charge of the membership and receipt books of the corporation and in general perform all such other duties incident to the office of the secretary and such other duties as from time to time may be assigned to the secretary by the president or by the directors.

8.  TREASURER.

If required by the directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the directors.

9.  SALARIES.

The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE VII—CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.  CONTRACTS.

The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2.  LOANS.

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

3.  CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer, agent or agents of the corporation and in such manner as, shall from time to time be determined by resolution of the directors.

4.  DEPOSITS.

All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such bank, trust companies or other depositories as the directors may select.

5.  DUES AND ASSESSMENTS.

The directors will establish and administer all dues and assessments in accordance with existing contracts, deeds and policies in effect from time to time.

ARTICLE VIII—CERTIFICATES FOR MEMBERSHIP AND THEIR TRANSFER.

1.  CERTIFICATES FOR MEMBERSHIP.

Certificates represents certificates of membership of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president or by such other officers authorized by the law and by the directors. All certificates for membership shall be consecutively numbered or otherwise identified. The name and address of the members, the number of shares and the number of certificates, and the date of issue shall be entered in the membership transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new

certificate shall be issued until the former certificate for a like number of members shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate, and new one may be issued therefor upon such terms and indemnity to the corporation as the directors my prescribe.

2.  TRANSFER OF SHARES.

a.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for membership duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person(s) entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

b.  The corporation shall be entitled to treat the holder(s) of record of any certificate as the holder(s) in fact thereof.

ARTICLE VIII—FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January in each year.

ARTICLE IX—DIVIDENDS

No dividends shall be paid to the members of the corporation.

ARTICLE X—DISSOLUTION

The Corporation may dissolve and wind up its affairs in the following manner:

1. The Board of Directors shall adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a special meeting of the members of the corporation. Written or printed notice stating that the purpose of such meeting is to consider the advisability of dissolving the corporation shall be given to each member at least 30 days prior to the date of such meeting.

2. Upon dissolution of this corporation, assets shall be distributed to one or more exempt organizations, within the meaning of Section 501(c) (3) of the Internal Revenue Code, i.e. charitable, educational, religious or scientific organizations.

ARTICLE XI—TAX LAW RESTRICTIONS

The corporation is a West Virginia non-profit corporation and shall operate under the following tax law restrictions:

A. No part of the net earnings of the corporation shall inure to the benefit of any director of the corporation, officer of the corporation, or any private individual. However, reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. No director, officer or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office, including the publication or distribution of statements.

B.  The corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(41) or (7)of the Internal Revenue Code and its regulations as they now exist or as they may be amended. This is considered an organization that will be taxed under Internal Revenue Code Section 528 and file income tax returns on Form 1120H or subsequent equivalent.

C. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may be amended.

D. The corporation is organized pursuant to the West Virginia Nonstock Corporation Act and does not contemplate pecuniary gain or profits and is organized for nonprofit purposes.

ARTICLE X—POWERS.

The corporation shall have all the powers available under West Virginia law. Notwithstanding any other provision, no power or authority shall be exercised by the directors in any manner or for any purpose which may jeopardize the status of the corporation as an exempt organization under Section 501(c)(4) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.

ARTICLE XI—INDEMNIFICATION.

Each director and each officer or former director or officer of the corporation shall be indemnified and may be advanced reasonable expenses by the corporation against liabilities imposed upon him and expenses reasonably incurred by him in connection with any claim against him, or any action, suit or proceeding to which he may be a party by reason of his being, or having been, a director or officer and against such sum as an independent counsel selected by the directors shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding primarily with the view of avoiding expenses of litigation. The indemnification shall be made only if the corporation shall be advised, in case none of the persons involved shall be or have been a director, by the directors of the corporation, and otherwise by independent counsel to be appointed by the directors, that in its or his opinion such director or officer was not guilty of gross negligence or willful misconduct in the performance of his duty, and in the event of a settlement, that such settlement was or is in the best interest of the corporation. If the determination is to be made by the directors, they may rely as to all questions of law on the advice of independent counsel. Indemnification will be made only if the director conducted himself in good faith and that he believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation, and that in all other cases, he believed that his conduct was at least not opposed to the best interests of the corporation. In the case of any criminal proceeding, indemnification will be made only if the director had no reasonable cause to believe that his conduct was unlawful. However, no director or officer shall be indemnified:

A. With respect to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty,

B.  With respect to any matters which shall be settled by the payment of sums which independent counsel selected by the directors shall not deem reasonable payment made primarily with a view to avoiding expense of litigation.

C. With respect to matters for which such indemnification would be against public policy.

D. With respect to a proceeding by or on behalf of the corporation in which the director was adjudged liable to the corporation.

E.   With respect to any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

These rights of indemnification shall be in addition to any other rights to which directors or officers may be entitled under any by-law, agreement, corporate resolution, vote of directors or otherwise. The corporation shall have the power to purchase or maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by this article and applicable state law. In no event shall any provision be construed as providing indemnification not otherwise permitted by law for a director or officer of a West Virginia nonstock corporation.

ARTICLE XIV—SEAL

The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and words, "Corporate Seal".

ARTICLE XV—WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV—AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the members representing a majority of all the certificate of memberships issued and outstanding, at any annual membership meeting or at any special membership meeting when the proposed amendment has been set in the notice of such meeting.

We certify that this is a true, correct and complete copy of the by-laws of RHV Maintenance of RHV Maintenance, as approved by the membership on the 1st day of September 2014.