Section 2. Membership and Applicability. Acquisition of a unit in this project shall automatically make the purchaser a member of the Seasons on Mount Snow Condominium Owners Association, Inc. (hereinafter referred to as "Condominium Owners Association" or "COA") and signify that these Bylaws are accepted, ratified and will be complied with by such unit owner. All present or future owners, tenants, or any other person who might use the facilities of the project in any manner are subject to these Bylaws and the rules and regulations promulgated hereunder.

Section 3. The Condominium Owners Association Office. The office of the COA shall be located at Mt. Snow., Dover, Windham County, Vermont, or such other place as the Board of Directors as hereinafter defined may designate.

Section 4. Unit Owners.

4.1 Annual Meeting. The annual meeting of the unit owners shall be held at the hour of 4:00 p.m. on a Saturday in September or October of each year as designated by the Board of Directors, or if not so designated, on the last Saturday in October, for the purpose of electing directors and for the transacting of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of unit owners, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the unit owners as soon thereafter as conveniently may be, not more than 60 days after said time, by proper notice designating the meeting as the annual meeting. The first such annual meeting to elect directors shall be held no later than three (3) years following conveyance of the first unit. Until such first annual meeting to elect directors, the initial Board of Directors shall exercise all the powers and have all the duties of the Board of Directors of the COA.

4.2 Special Meetings. Special meetings of the unit owners, for any purpose or purposes, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than one-fifth of the unit owners entitled to vote at the meeting.

4.3 Place of Meeting. The office of the COA shall be the place of meeting for all annual and special meetings of the unit owners, or such other place as the Board of Directors may designate by proper notice.

4.4 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 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary of the COA or the persons calling the meeting, to each unit owner entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the unit owner at his his/her primary residence address, with postage thereon prepaid. Attendance of a member at a meeting either in person or by proxy, except for the purpose of stating, at the beginning of the meeting, any objection to the transaction of business, shall constitute waiver of notice and any objection of any nature whatsoever as to the transaction of any business at such meeting. Notice given to one tenant in common, joint tenant or tenant by the entirety shall be deemed notice to all such Owners.

4.5 Order of Business. The order of business at each annual meeting shall be as follows:

1. Roll call
2. Proof of notice or waiver of notice
3. Reading of minutes from previous meeting
4. Reports of Officers
5. Reports of Committees
6. Election of Directors
7. Unfinished business
8. New business

4.6 Quorum of Unit Owners. Unit owners holding a majority of the votes in the COA, represented in person or by proxy, shall constitute a quorum at a meeting of unit owners. If less than a majority of the entire number of unit owners entitled to vote are represented at a meeting, a majority of the unit owners so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. The unit owners present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough unit owners to leave in attendance less than a quorum.

4.7 Proxies. At all meetings of the COA, a unit owner may vote by proxy executed in writing by the unit owner or by his his/her duly authorized attorney-in-fact. Such proxy may be held by members of the Condominium Owners Association only and shall be filed with the Secretary of the COA before or at the time of the meeting. With the exception of a member of the Board of Directors designated to hold proxies at a regular or special meeting, no member shall vote a proxy for more than three members at any meeting of members. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

4.8 Voting of Unit Owners. Each unit owner shall be entitled to the number of votes (in fractions if necessary) equal to his/her percentage interest in the common elements as set forth in the Declaration of Seasons on Mount Snow Condominium multiplied by One Hundred. The vote of each unit owner shall not be divisible nor may the vote thereof be cast in part.

4.9 Fiduciaries and Joint Owners. A personal representative, guardian or trustee may vote, in person or by proxy, at any meeting of the COA with respect to any unit owned or held by him/her in such capacity, whether or not the same shall have been transferred to his/her name; provided that he/she shall satisfy the Secretary that he/she is the personal representative, guardian, or trustee holding such unit in such capacity. Whenever any unit is owned by two or more persons jointly, according to the records of the COA, the vote of such unit may be exercised by any one of the owners then present, in the absence of protest by a co-owner. In the event of such protest, no one co-owner shall be entitled to vote without the approval of all co-owners. In the event of disagreement among the co-owners, the vote of such unit shall be disregarded completely in determining the proportion of votes given with respect to such matter.

4.10 Majority Vote. Acts authorized, approved or ratified by the casting of a majority of the total vote of the COA, in person or by proxy, and, in the case of the annual meeting of the unit owners and of special meetings of the unit owners, when a quorum is present, a majority of the votes cast, in person or by proxy, ignoring blanks, shall be the acts of the COA, except where a higher percentage vote is required by these Bylaws, the Declaration or by Chapter 15 of Title 27 of the Vermont Statutes Annotated, and shall be binding for all purposes.

Section 5. Board of Directors.

5.1 General Powers. The business and affairs of the COA shall be managed by its Board of Directors exclusively. The Board of Directors shall contract for insurance upon the units and general and limited common elements and for all goods and services necessary for the repair, maintenance, improvement and replacement of all general and limited common elements and shall have the power to assess the unit owners on account thereof in the manner provided in the Bylaws of the COA. Until the first meeting of the Board of Directors, the initial Directors of the COA, who need not be members of the COA, shall be:

John Svenso
Robert S. Epstein
David Epstein

These individuals shall serve until the first meeting of the COA to elect directors.

5.2 Number, Tenure and Qualifications. The number of directors of the COA shall be five. Each director shall be elected for a term of five years and shall hold office until his/her death, resignation, retirement, removal, disqualification or until the annual meeting of the year in which his/her term shall expire and until the election and qualification of his/her successor.

At the expiration of his/her full, five-year term, a director may not stand for re-election to the Board of Directors until the date of the next annual meeting following the end of his/her term as director, or if such annual meeting does not occur, he/she may not stand for re-election for one full year from the end of his/her term as director. A director who was elected to fill a vacancy occurring in the Board of Directors, pursuant to Section 5.8 or Section 5.10 of these Bylaws, and who was elected to the unexpired portion of a full term, may stand for election to the Board of Directors for one full, five-year term immediately following the expiration of the initial, shorter term.

The President of the Board of Directors shall serve as President Ex Officio for one full year at the end of his/her term as President of the Board, unless he/she remains a director serving on the Board of Directors though no longer serving as President of the Board.

5.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President of the Board of Directors or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting called by them.

5.5 Notice of Special Meetings of Board of Directors. Notice of any special meeting shall be given at least 7 days prior thereto by written notice delivered personally or mailed to each director at his/her residence or business address or delivered by telegram or by facsimile transmittal. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by facsimile transmittal, such notice shall be deemed to be delivered when there is confirmation of the transmittal upon receipt at the residence or business address of the director. Any director may waive notice of the meeting. The attendance of the 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

5.6 Quorum of Directors. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

5.7 Manner of Directors Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors and meetings may be conducted by telephonic communications. The Board of Directors shall have the right to take any action which it could take at a meeting by obtaining the written approval of all directors thereto. Any action so approved shall have the same effect as though taken at a meeting of the Board.

5.8 Vacancies on Board of Directors. Any vacancy occurring in the Board of Directors caused by any reason other than the removal of a director by a vote of the COA may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors or by reason of the removal of one or more directors shall be filled by an election at an annual meeting or at a special meeting of the unit owners called for that purpose.

5.9 Presumption of Assent. A director who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken, unless his his/her dissent shall be entered in the minutes of the meeting, or unless he/she shall file his/her 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 immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

5.10 Removal of Directors. All or any number of the directors, excluding the initial Board of Directors, may be removed with or without cause at a meeting of the unit owners expressly called for that purpose by a vote of unit owners holding 60 percent of the votes in the COA entitled to vote on an election of directors. Furthermore, any director, excluding the initial Board, who ceases to be a unit owner entitled to vote shall automatically cease to be a director and said position shall be filled as herein provided.

5.11 Compensation of Directors. The directors shall serve without compensation except that any director shall be entitled to compensation for out-of-pocket expenses incurred in the performance of his/her duties, provided that no expenses shall be incurred in a sum in excess of $25.00 without being approved in advance by the Board of Directors. All reimbursements made and/or authorized by the Board of Directors to any director shall be reported annually to the members.

5.12 Directors to Engage Manager. When the project has been completed in accordance with the Declaration of Seasons on Mount Snow Condominium, or prior thereto, the Board of Directors shall engage the services of an individual, or firm, to act as manager and may employ or may instruct such manager to employ such other personnel as may be necessary from time to time for the maintenance, upkeep and repair of the common elements. The Board of Directors shall determine the compensation to be paid to such manager and to such other personnel, and such compensation shall constitute a common expense.

5.13 Legal and Accounting Services and Audit. The Board of Directors, or the manager, from time to time, shall contract for the services of lawyers and certified public accountants as the needs of the COA shall demand. At any time, any owner may, at his/her own expense, cause an audit or inspection to be made of the books and records of the manager or the Board of Directors.

5.14 Directors to Adopt Administrative Rules and Regulations. The Board of Directors shall from time to time adopt such written administrative rules and regulations as may be necessary or desirable to govern the details of the operation and use of the common elements, and may, by such administrative rules and regulations, adopt restrictions and requirements with respect to the use and maintenance of the units and the use and maintenance of the common elements as are desirable to prevent unreasonable interference with the use of their respective units and of the common elements by the unit owners.

5.15 Liability of Directors. To the extent permitted by the laws of the State of Vermont made and provided, no director shall be liable to any Owner for injury or damage caused by such director in the performance of his/her duties unless due to the willful misfeasance or malfeasance of such director.

Section 6. Officers.

6.1 Number. The officers of the COA shall be the president, who shall also be a director, a vice president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

6.2 Election and Term of Officers. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the unit owners. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected and qualified, or until his his/her earlier death, resignation or removal.

6.3 Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the COA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

6.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

6.5 President. The President shall, when present, preside at all meetings of the unit owners and of the Board of Directors and shall perform all duties incident to such office and such other duties as may be prescribed by the Board of Directors from time to time. He/She shall be the principal executive officer of the COA and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the COA. He/She shall sign, with the Secretary or any other proper officer of the COA authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the COA or shall be required by the law to be otherwise signed or executed. In case of the absence or disability of the President, his/her duties shall be performed by a Vice President.

6.6 Secretary. The Secretary shall:

(a) Keep the minutes of the meetings of unit owners and the Board of Directors in one or more books provided for that purpose and wherein resolutions shall be recorded; and

(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and

(c) In general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

6.7 Treasurer. If required by the Board of 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 Board of Directors shall determine. He/She shall:

(a) Have charge and custody of and be responsible for all funds of the COA; receive and give receipts for moneys due and payable to the COA from any source whatsoever; deposit all such moneys in the name of the COA in such banks, trust companies, or other depositories as shall be selected by the Board of Directors and report annually to the unit owners; and

(b) In general perform all 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 Board of Directors.

6.8 Salaries. No officer shall be paid a salary, and the officers shall serve without compensation other than the reimbursement of directors for which provision is made in these Bylaws.

6.9 Liability of officers. To the extent permitted by the laws of the State of Vermont made and provided, no officer shall be liable to any Owner for injury or damage caused by such officer in the performance of his/her duties unless due to the willful misfeasance or malfeasance of such officer.

Section 7. Compliance.

7.1 Compliance with Declaration. The COA through the Board of Directors and Officers shall comply with all provisions of the Declaration regarding the operation and administration of the Project, including but not limited to:

(a) Establishing an Annual Assessment by estimating the Common Expenses to be incurred during each fiscal year; collecting the Annual Assessments on a quarterly basis; levying and collecting Special Assessments for the purposes as set forth in the Declaration; collecting Working Capital assessments; and in general, causing the COA to have sufficient funds to perform the obligations imposed upon it by the Act, the Declaration and these Bylaws.

(b) Causing the Project to be maintained in good condition and repair with adequate security;

(c) Regulating the use and enjoyment of the Project to promote the enjoyment thereof by all parties entitled to the benefits therefrom;

(d) Causing the COA to comply with all obligations related to insurance coverage contained in applicable provisions of the Federal National Mortgage Association Conventional Home Mortgage Selling Contract Supplement and as specified in the Declaration; (e) Causing the COA to provide all documents and to undertake all activities specified in the Declaration for the benefit of mortgagees;

(f) Causing personnel necessary for the proper operation of the Project to be employed;

(g) Entering into all other contractual arrangements deemed necessary or appropriate by the Board of Directors to permit the Project to comply with the requirements of the Act, Declaration or these Bylaws.

Section 8. Financial Matters.

8.1 Availability of Funds. The Board of Directors shall cause the COA to establish reasonable reserves for working capital, deferred maintenance and replacement to promote the operation of the Project on a sound financial basis.

8.2 Collection of Assessments. The Board of Directors shall use all reasonable efforts to collect Assessments from Owners on a current basis and shall pursue all Owners for delinquent assessments in a vigorous manner except to the extent that it is unlikely that the COA will be able to recover a material portion of the Assessment after deducting the costs incurred in connection with the collection thereof.

8.3 Records of receipts and Expenditures. The COA shall keep accurate books and records, including, but not limited to, a ledger book with detailed accounts in chronological order of the receipts and expenditures affecting the Project and its administration, and specifying the maintenance and repair expenses of the Common Area and all other expenses incurred by the COA.

8.4 Record of Assessments. An Assessment Roll shall be maintained in which there shall be an account for each Unit. Such an account shall designate the name and address of the Owner, the amount of each Assessment against the Owner, the date and amount in which Assessments come due, the amount received on the account from time to time and any balance due from the Owner. Upon request, the COA shall issue a certificate utilizing the Assessment Roll as a status of the owner and the Unit with respect to the payment of Assessments to any party having an interest in a Unit.

8.5 Audit of Financial Statements. No later than 120 days after the close of any fiscal year of the COA, the COA shall cause audited financial statements for such fiscal year to be prepared by a certified public accountant licensed in the State of Vermont.

8.6 Access to Information. The COA shall make available to Owners and holders, insurers or government guarantors of any mortgage information concerning the Project as provided in the Declaration.

8.7 Fidelity Bonds. Fidelity bonds shall be required of all parties having access to funds of the COA in accordance with the provisions of the Declaration.

8.8 Fiscal Year. The fiscal year of the COA shall be July 1 to June 30 of each year.

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

8.10 Loans. No loans shall be contracted on behalf of the COA, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors and approved by the affirmative vote of three-fourths of the unit owners. Such authority may be general or confined to the specific instances.

8.11 Checks, Drafts, Vouchers, Etc. All checks, drafts, vouchers or other orders for the payment of money, and notes or other evidence of indebtedness issued in the name of the COA shall be signed by such officer or officers, or agent or agents, of the COA and in such manner as shall from time to time be determined by resolution of the Board of Directors.

8.12 Deposits. All funds of the COA not otherwise employed shall be deposited from time to time to the credit of the COA in such banks, trust companies or other depositories as the Board of Directors may select.

8.13 Billing of Common Expenses. Each unit owner shall be entitled to receive from the Board of Directors or its agent at the time of demand for payment of common expenses an itemized statement of common expenses. Such itemized statements shall be prepared in such manner as the Board of Directors shall determine.

Section 9. Amendment of Bylaws. Amendments to these Bylaws shall be made in the following manner:

a. The Board of Directors shall adopt a resolution setting forth the proposed amendment signed by two members and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

b. Written notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member entitled to vote at such meeting within the time and in the manner provided in these Bylaws for the giving of notice of meetings of members.

c. At such meeting a vote of the members entitled to vote thereon shall be taken on the proposed amendment, which shall be adopted upon receiving the affirmative vote of two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

d. Any number of such amendments may be submitted and voted upon at any one meeting.

e. A copy of the Bylaws as amended, certified by the President and Secretary of the COA, shall be effective when recorded in the office of the recording officer of the Town of Dover, Vermont.

Section 10. Declaration. The Declaration shall be amended only upon the written consent of seventy-five percent (75%) of the total vote of the COA as provided therein.

Section 11. Additional Consent. Anything to the contrary contained in the Declaration or these Bylaws notwithstanding, no amendment to the Declaration or the Bylaws shall discriminate against any Owner or against any Unit or class of Units unless the Owners so affected shall consent in writing thereto.