GATEWAY COMMONS HOMEOWNER'S ASSOCIATION BY-LAWS

ARTICLE I

Name, Principal Office, Corporate Seal

Section 1. Name. The name of the Corporation shall be Gateway Commons Homeowner's Association.

Section 2. Principal Office. The location and principal office of the Corporation shall be in the Town of Gorham, State of Maine.

Section 3. Purposes. The Corporation is organized under Title 13-B, M.R.S.A., to supervise the maintenance and use of the common open space on property located at the Gateway Commons Subdivision in Gorham, Maine. The Corporation may also provide for the maintenance of the roads and associated drainage facilities upon completion to town standards and in the event the Town of Gorham votes to reject acceptance of the roads. The Association shall have the power of assessment from its members in regard to the above purposes.

Section 4. Registered Office. The Corporation shall have and continuously maintain in the State of Maine a registered office and a registered agent as required by the Maine Nonprofit Corporation Act. The registered office of the Corporation in the State of Maine may be (but need not be) the same as the principal office.

Section 5. Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, and the word "Maine".

ARTICLE II

Members

Section 1. Membership. Each lot owner at Gateway Commons Subdivision shall by his purchase of a lot therein become a member of said Corporation; said membership to be automatically transferred to a new owner at sale. The owners of each lot owner shall have one vote in the election of officers and the business of said corporation.

Section 2. Annual Meeting. An annual meeting of the members shall be held on the last Monday in January in each year, commencing with 2000, at 7:30 P.M. Written notice of the meeting shall be given to each member by the Secretary not less than ten (10) days nor more than thirty (30) days before the meeting by mailing it postage prepaid to the member's mailing address or to any other mailing address designated in writing by the member. The notice shall specify the time and place of the meeting and the items on the agenda.

Section 3. Rights of Membership. The rights of membership are subject to the payment of assessment levied by the Association, the obligation of which assessments is imposed against the Owner of a Lot and becomes a lien upon the lot against which such assessments are made as provided by ARTICLE III hereof.

ARTICLE III

Financing of Association - Assessments

Section 1. Assessments. The principal method of financing the operations of the Association shall be by assessment of Members. Each Member, by the acceptance of the deed for a lot designated on the recorded plan, shall be deemed to covenant and agree, whether or not it shall be expressed in such deed or in any other conveyance, to pay assessments to the Association with no profit to accrue to the Association.

Section 2. Purpose of Assessments. Assessments shall be used in accordance with the Final Plans approved by the Gorham Planning Board, for the purpose of providing funds for the maintenance, including mowing, of the common land, maintenance of the walking trail and benches on said common land and maintenance of the storm water management pond, maintenance of the roads and associated drainage facilities upon completion to town standards and in the event the Town of Gorham votes to reject acceptance of the roads and such other common benefits on such terms as the Directors may determine from time to time.

Section 3. Method of Assessment. Each assessment shall be based on ownership of a lot designated on a recorded plan of Gateway Commons Subdivision with the determination of the Board of Directors as to the method to be used for each such assessment to be final and conclusive.

Section 4. Payment of Assessments. The Board of Directors shall determine from time to time the manner in which assessments shall be paid, whether annually or more frequently and whether in one sum or in installments.

Section S. Failure to Pay Assessments. If any Member shall fail to pay any assessment levied by the Association within sixty (60) days from the due date specified by the Association, the Association shall, from and after the time a notice of such failure to pay is recorded in the office of the Register of Deeds for Cumberland County, have a lien against the Member's lot or lots as the case may be, for the amount due and not paid, plus interest at the rate of eighteen percentum (18%) per annum from the specified due date to the date of payment thereof and all costs and expenses of collection, including reasonable attorneys' fees. Such lien shall be at all times junior to any first mortgage to or owned by a financial institution and may be foreclosed by the Association in the same manner as residential real estate mortgages may be foreclosed under the laws of the State of Maine.

Section 6. Membership Rights. If any Member shall fail to pay any assessment levied by the Association within thirty (30) days from the due date specified by the Association, the membership rights and privileges of such Member may be suspended by the Board of Directors for such period during which any such assessment shall remain unpaid. Upon subsequent payment of such assessment, with interest (if any) as specified in Section 6 above, the membership rights and privileges of such Member shall be automatically restored.

ARTICLE IV

Board of Directors

Section 1. Number and Qualifications. The business and affairs of the Corporation shall be managed by a Board of not fewer than three (3) nor more than nine (9) Directors. Directors need not be residents of the State of Maine.

Section 2. Election. Directors shall be elected at the annual meeting of the membership, and each Director shall hold office until the next annual meeting of the Membership, and until his or her successor shall have been elected and qualified.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors, either by increase in the number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum if the Board of Directors. A Director elected or chosen to fill a vacancy shall serve for the term for which he or she is elected, or for the unexpired term of his or her predecessor in office, and until his or her successor is elected and qualified.

Section 4. Powers and Duties. The property. affairs and business of the Corporation shall be managed by the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts as are not prohibited by statute, by the Articles of Incorporation or by these By-Laws.

Section 5. Meetings of Directors.

(1) Special Meetings. Meetings of the Board of Directors may be held at any time and place upon call by or at the request of the President, any three (3) directors or a majority of the members, notice thereof being given to each Director at least three (3) days prior thereto. Notice that a meeting has been called may be given by the President, Treasurer, Clerk, Secretary of Assistant Secretary, or by one of the Directors, and shall be given a written notice delivered personally or sent by mail or telegram to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope 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. Notice of any meeting of the Board of Directors may be waived in writing signed in person or by proxy by the person or persons entitled to such notice, either before or after such meeting, and shall be equivalent to the giving of such notice. Attendance of a Director at such meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.

(2) Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this By-law at the principal office of the Corporation on the first Monday of June in each year, if such day is not a legal holiday, and if a local holiday, then on the first following business day that is not a legal holiday. In the event that the regular meeting is not held on the date herein provided, a subsequent meeting may be held in lieu thereof, and any business transacted or elections held at such meeting, shall have the same effect as if transacted or held at the regular meeting. Such subsequent meeting shall be called in the manner prescribed for special meetings of Directors.

Section 6. Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business. Less than a quorum may, however, adjourn a meeting to a stated time and place without further notice. 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.

Section 7. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 8. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum or reimbursement of expenses of attendance may be allowed for attendance at any meeting of the Board. Any Director may serve the Corporation in any other capacity and receive compensation therefor.

Section 9. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, appoint an Executive Committee and such other committee or committees as the Board of Directors may from time to time determine, which committee or committees shall have and exercise such powers as the Board of Directors may by resolution determine. A majority of the members of any committee shall constitute a quorum for the transaction of business, and each committee may make rules for the conduct of its affairs. The Board of Directors shall have the power at any time to change the membership of any committee, to fill vacancies in it, or to discharge it.

ARTICLE V

The Officers

Section 1. Officers. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary, and a Clerk and such other officers and agents as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person. The officers shall be elected annually by the Board of Directors and shall serve until their successors are elected and qualified.

Section 2. Removal. Any officer elected or appointed by the Board of Directors may be removed by such Board whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 3. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term,

Section 4. The President. The President shall be the principal executive officer of the Corporation. He or she shall, when present, preside at all meetings of the Directors, shall have the general and executive management and control of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall perform such duties as are provided by the laws of the State of Maine or by these By-Laws or as may be prescribed from time to time by the Board of Directors.

Section 5. The Treasurer. The Treasurer shall be the financial officer of the Corporation, and shall have the custody of the corporate funds and securities. He or she shall deposit such funds in the name of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as directed by the Board of Directors and shall keep records of account showing accurately at all times the financial condition of the Corporation. He or she shall furnish to the President and the Board of Directors, whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as these By-Laws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount and with such sureties as the Board of Directors shall determine.

Section 6. The Clerk. The Clerk, who shall be a resident of the State of Maine, shall discharge all duties required of him or her by the laws of the State of Maine or by the Board of Directors. He or she shall act as the agent of the Corporation in the State of Maine upon whom process against the Corporation may be served. In the temporary absence, incapacity or inability to act of the Clerk, a temporary Clerk shall be chosen. In the absence of a Secretary, the Clerk may keep the records of meetings of the Board of Directors.

Section 7. The Vice-Presidents. In the absence, disability or inability to act of the President, the Board of Directors may designate one or more Vice-Presidents to perform the duties and exercise the powers of the President. The Vice-Presidents shall also perform such other duties as these By-Laws may require or as the Board of Directors or the President may prescribe.

Section 8. The Secretary. The Secretary shall attend meetings of the Board of Directors and shall keep, or cause to be kept, in a book provided for that purpose, a true and complete record of the proceedings of such meetings. He or she shall attend to the giving and serving of all notices of the Corporation, and shall perform such other duties as these By-laws may require or as the Board of Directors may prescribe.

Section 9. Assistants. The Board of Directors may elect one or more Assistant Secretaries and Assistant Treasurers, as the Board shall deem advisable. Such assistants shall assist the Secretary or the Treasurer, as the case may be, in the performance of his or her duties, and at the request of such officers or of the President, shall perform the duties of such officers in the event of the absence or inabilitv to act of such officers. They shall also perform such other duties as the Board of Directors may from time to time direct. An Assistant Treasurer shall, if required by the Board of Directors, furnish bond in such amount and with such surities as the Board of Directors may determine.

ARTICLE VI

Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to the operation and maintenance of the common open space land.

Section 2. Checks. Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or the Treasurer.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Section 5. Assessments. The Board of Directors, in accordance with Article III, at least thirty (30) days prior to the Annual Meeting of the Members of the Association, shall estimate the common expenses for the following calendar year and shall present the proposed budget to the members at the Annual Meeting. The annual assessments to meet the estimated expenses shall be billed to the members by U.S. mail, postage prepaid, by the first week of February, at the last known address listed with the Town of Gorham.

ARTICLE VII

Exempt Activties

Notwithstanding any other provision of these By-Laws, no director, officer, employee, agent or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt from tax under Section 501(c)(3) of the Intemal Revenue Code of 1986 and the Regulations thereunder, as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170( c X2) of such Code and Regulations.

ARTICLE VIII

Prohibition Against Sharing in Corporate Earnings

No director, officer, employee, agent or representative of this Corporation, or any other private individual shall receive or be entitled to receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any persons of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors after all debts have been satisfied or provided for shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine, to one or more exclusively charitable, religious, scientific, literary or educational organizations that would then qualify as tax-exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder, as they now exist or as they may hereafter be amended, or to one or more organizations that would then qualify as tax-exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder.

ARTICLE IX

Indemnification of Directors and Officers

To the extent permitted by the laws of the State of Maine as they may now or hereafter exist, the Corporation shall indemnify any officer or director of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was an officer or director of the Corporation, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification shall be provided with respect to any matter as to which he or she shall have been finally adjudicated in any civil proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or in any criminal proceeding, to have had reasonable cause to believe that his or her conduct was unlawful.

ARTICLE X

Interested Directors and Officers

No transaction in which a director or officer has a personal or adverse interest (as that term is defined in the Maine Nonprofit Corporation Act) shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which approves such transaction, or because his or her vote is counted, if the material facts as to his or her interest and as to the transaction are disclosed or are known to the Board of Directors or the committee, and are noted in the minutes.

ARTICLE XI

Amendments

These By-laws may be amended, altered or repealed and new By-laws adopted by the Board of Directors at any regular or special meeting, provided at least three (3) day's written notice of the proposed amendment or alteration or adoption of new By-laws is contained in the notice of such meeting.