| BYLAWS

The following restrictions and covenants shall apply to the property known as The Pasture Gate Subdivision as designated on the plat recorded in the Office of the Register of Deeds of Warren County, North Carolina.

These restrictions and covenants are to run with the land and shall be binding on all parties and persons claiming under them until January 1, 1986, at which time said restrictions shall be automatically extended for successive periods of ten (10) years each, unless by the written consent of these owners of more than 75 percent of the lots covered by these restrictions, it is agreed to change said restrictions in whole or in part, viz:

1. All the lots in the tract, except those otherwise designated on the recorded plat, shall be used for residential purposes only. No building shall be erected, altered, placed or permitted to remain on any lot other than one detached single-family dwelling not to exceed two stories in height, exclusive of basement.

2. All residential buildings shall have at least 750 square feet of floor area for the first floor, exclusive of porches, patios, basements and garages.

3. No building shall be located nearer than 30 feet to the front property line or 15 feet to the side property line.

4. No structure of a temporary character, trailer, mobile home, basement, tent, shack, garage, barn or other out building shall be used on any lot at any time as a residence either temporarily or permanently.

5. All building material, used in the construction of any structure shall be new materials.

6. No outside toilet or privy shall be constructed or used on any lot.

7. No lot shall be used or maintained as a dumping ground for rubbish.

8. No noxious or offensive activity shall be carried on upon any lot nor shall anything be done thereon which many become an annoyance or nuisance to the neighborhood.

9. No horses, cows, chickens, sheep or goats shall be raised, bred, or kept on any lot. Dogs, cats or other household pets, however, may be kept provided they are not kept, bred or maintained for any commercial purpose.

10. No lot or group of lots may be subdivided so as to produce a greater number of lots.

11. All residential buildings must be completed within 150 working days after starting or owner must get written approval of delays from the Developer(s) of The Pasture Gate Subdivision.

12. Cinder or concrete block, asphalt shingles, or tarpaper shall be prohibited as a major exterior building material.

13. The collection or accumulation of trash, garbage, rubbish or weeds must be immediately removed from the premises and all property shall be kept in an orderly sanitary condition at all times.

14. The invalidation of any one of the covenants or any part thereof by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect.

15. The covenant and restriction shall be binding upon all owners of lots in The Pasture Gate Subdivision, their heirs, and assigns.

WARREN COUNTY, NORTH CAROLINA

BYLAWS - May 8, 2006

Article I - Name The name of the organization is Pasture Gate Property Owners Association and will be referred to in this document as (PGPOA). The organization is located at 113 Roanoke Circle, Macon, North Carolina 27551.

Article II - Purpose The purpose of PGPOA is to provide an organization to protect and defend the restrictions and covenants for all properties in Pasture Gate Subdivision, a subdivision created by Anna Gardner Butler and registered in Warren County in a plat recorded with the register of deeds on July 11, 1966 in Book 9 page 19. The restrictions and covenants are recorded on every deed registered in Pasture Gate Subdivision. Also the PGPOA will serve other purposes as deemed appropriate by the Board of Directors.

Article III - Articles of Incorporation PGPOA is incorporated as a non profit corporation by the state of North Carolina on January 30, 2001. The articles of incorporation are number 21 025 5038.

Article IV - Corporation Membership and Meetings

Section 1 - Admission to Membership. Only persons owning property in Pasture Gate Subdivision are eligible to become members of PGPOA. Only members that have paid their yearly dues shall be eligible to vote at the next annual meeting held for the membership.

Section 2 - Voting. Each property owner or owners, if jointly held, shall be entitled to only one vote regardless of the number of lots or amount of property owned within Pasture Gate Subdivision. (Note: property owner will also mean property owners, if jointly held, for the rest of these by-laws. Property owner and member are used interchangeably and mean the same thing.).

Section 3 - Dues and Fees. Each property owner is to pay yearly dues in the amount determined in the annual meeting. The dues must be paid prior to the next annual meeting to allow the property owner to vote in the next year's meeting. Each property owner shall pay dues only once per year and not for the number of lots or amount of property owned. The dues collected will only be used for expenses that benefit all property owners such as the entrance light bill. Such expenditures will be determined by the Board of Directors. Fees may be collected for special "lot specific" projects such as offensive weed treatment. In those cases the fees are lot specific and will be collected on a per lot basis. Those members who do not wish to pay will not receive the benefit or use of the project. All accounting of dues and fees will be made at the annual meeting.

Section 4 - Annual Meeting. An annual meeting of the members of the Corporation shall be held at a place determined suitable by the membership and at a date determined to be convenient for the membership. The Board of Directors shall that a notice is mailed to all property owner in a timely manner prior to said annual meeting as a reminder of its scheduled date,time and location. It is the responsibility of property owners to be sure that the Board of Directors has their current mailing address on file. The meeting will be led by the Corporation President and all property owners and guests will be welcome. The Secretary/Treasurer will present the minutes of the previous meeting and a report on the income and expenses for the Corporation. The primary purpose for the meeting will be to report to the membership on those activities that the Directors have been engaged in during the year, to set yearly dues, to amend the by-laws, and to elect new directors for the following year as agreed by majority vote of those members present. The membership is encouraged to discuss concerns or ideas with a Director anytime during the year or add them to the agenda under new business at the annual meeting.

Section 5 - Quorum and Protocol. A quorum must be present in order for business conducted by the membership to be legal and binding. A quorum of the membership shall consist of at least one-quarter (1/4) of the number of dues paying members. Again, each property owner gets one vote. Voting by proxy will not be allowed except that direct family members such as son/daughter or father/mother may vote in proxy. More than one meeting may be called by the President if required. All questions regarding procedures at meetings not expressed in these bylaws shall be decided by "Robert's Rules of Order."

Section 6 - Order of Business. The following order of business shall be followed in any meeting, regular or special, of the members.

a. Call to Order

b. Introduction of members and guests present

c. Minutes of last meeting

d. Treasurer's report

e. Old business

f. New business

g. Election of directors and officers

h. Adjournment

Section 1 - Number, Election and Terms of Office. There shall be five (5) Directors who shall be elected by the members in attendance at the annual meeting. One of the Directors shall be President as elected by the general dues paying members and another Director shall be Secretary/Treasurer as elected by the general dues paying members. There shall be three other members elected by the dues paying members to serve as Directors. Two of the Directors must be full time residents in Pasture Gate Subdivision and two must be part time residents. The fifth member can be either a permanent or part time resident. All dues paying members in good standing are eligible for election to the Board of Directors.
Section 2 - Power of Directors. PGPOA does not own property in Pasture Gate Subdivision therefore the President will be empowered to enforce the restrictions and covenants in the name of PGPOA through any means necessary including the use of attorneys and legal enforcement if required. The Board of Directors shall have general management and control of the business, property and affairs of the Corporation and may exercise all powers with regard thereto, except such as are by law expressly reserved to the members. Decisions by the Directorsregarding all matters not subject to vote by the membership shall be final. The Directors are empowered to collect and disperse the funds of the Corporation as well as to enter into contracts for services and agreements that benefit the membership in the name of the Corporation. The PGPOA does not own real estate in Pasture Gate Subdivision. The President shall be empowered to enfore the restrictions and covenants in the name of PGPOA through any means necessary including the use of attorneys and legal enforcement if required.
Section 3 - Meetings of Directors. The Directors shall hold a meeting at least once during the year between the annual meetings. This meeting shall be at such time and place as they may determine and may hold special meetings at any time upon the call of the President and/or any two (2) Directors, and the majority rules.
Section 4 - Quorum. A quorum of any meeting of the Directors shall consist of three (3) Directors. Any number less than a quorum present may adjourn any meeting until a quorum is present and no notice as to such adjourned meeting shall be necessary; provided, a quorum must be present in order for such business conducted by the Directors to be legal and binding.

Section 1 - Duties of the President. The President shall preside at all meetings of the Directors or the members, shall prepare a proposed annual budget to be presented to the Directors for their review and subject to their approval prior to each annual meeting of members, and shall have general charge of and control over the affairs of the Corporation, subject to such regulations and restrictions as the Board of Directors shall determine.
Section 2 - Duties of the Secretary/ Treasurer. The Secretary shall keep a record of the minutes of all meetings of the members and Directors, shall give notice of meetings as provided by these Bylaws, have custody of all books, records and papers of the Corporation. The Treasurer shall receive and disburse all corporation funds, shall keep an accurate and detailed record of all receipts and disbursements, and shall deposit all Corporation funds in such bank or banks as may be designated by the Board of Directors. The financial records shall at all times be subject to inspection by any member of the Board of Directors.
Section 3 - Committees. Special committees shall be appointed by the Directors as and if required to advise them on special projects that are necessary for the operation of PGPOA.

Section 1 - The Corporation shall obtain insurance to cover all assets and liabilities to the Corporation and the Directors if and when PGPOA should obtain any real assets including property or equipment.

Section 1 - Members shall be reimbursed for expenses authorized by the Directors. Members will turn in a signed statement as to their expense to the Secretary/Treasurer.

Section 1- The Board of Directors shall provide a suitable corporate seal showing the name of this Corporation and the words "Incorporated in North Carolina, 2001" and said seal, when obtained, shall be impressed at the margin of each page of the approved and current version of these by laws.

Section 1- By virtue of the powers given to the directors of PGPOA by the State of North Carolina in the articles of incorporation of January 30 2001 these initial bylaws are adopted and approved on May 8, 2006.

Section 1- Amendments may be made to the Bylaws of the Corporation at a regular or special meeting of the Corporation. All proposals to amend the Bylaws shall first be directed in writing to the Board of Directors for consideration. The Board shall then make a recommendation to the membership for a vote at the next regular or special meeting. A quorum must be present in order to vote on the recommendation.