CODE OF REGULATIONS

OF

RIVERCREST PERRYSBURG HOMEOWNERS ASSOCIATION, INC.

AN OHIO NONPROFIT CORPORATION

ARTICLE I

AUTHORITY AND ORGANIZATION

1.1 The name of the corporation is RIVERCREST PERRYSBURG HOMEOWNERS ASSOCIATION, INC.

1.2 The location of its principal office is Post Office Box 98, Perrysburg, Ohio 43552.

1.3 The purposes for which the corporation is formed are as follows:

(a) To own, manage and maintain all that portion of RIVERCREST PERRYSBURG SUBDIVISION, located in the City of Perrysburg, Wood County, Ohio, a subdivision originally platted as Plats 1, 5, 7 12, 14 and 15 (See Exhibit A), with designation for common area on such recorded plats including the portions thereof designated to be used for roadway and utility purposes as well as recreational and open space purposes.

(b) To establish and enforce for the benefit of the owners of the residential lots in the subdivision provisions, restrictions, covenants and regulations with respect to the use and occupancy of residential lots and common areas in the subdivision.

(c) To provide landscaping within the common areas of the subdivision, and to establish an orderly and efficient system for the collection and disbursement of funds for the cost and expense incurred in carrying out the purposes of the Association.

(d) To perform any and all acts incidental to carry out the foregoing purposes as may be permitted by the provisions of Section 1702.12 of the Ohio Revised Code.

(e) All of the above purposes shall be without pecuniary profit to any Trustee, officer or member of the corporation.

1.4 The name and address of the person who is to be the initial Trustee of the corporation is as follows:

(a) Stephen R. Mitchell

3150 Republic Blvd. North, Suite 3

Toledo, OH 43615

1.5 The members of the corporation shall consist of all of the owners of all of the residential lots as shown on the recorded plats of the RIVERCREST PERRYSBURG SUBDIVISION and shall also include the owners of all of the residential lots of future recorded plats that from time to time “Owner” may designate as part of RIVERCREST PERRYSBURG SUBDIVISION pursuant to the “Declaration of Covenants, Conditions, and Restrictions for Rivercrest Perrysburg” executed by Owner from time to time from 1986 through 1997. “Owner” is Mitchell Development Company, an Ohio corporation.

1.6 All persons who have or hereafter acquire title to a residential lot in the subdivision shall automatically become a member of the corporation entitled to all of the rights and privileges of such membership and subject to all the duties and obligations thereof.

(a) As long as “Owner” or its successor owns any lot in the subdivision, “Owner” or its successor shall be entitled to one member vote in the corporation for each lot owned by it, provided the “Owner” is current with the Rivercrest Perrysburg Homeowner Association assessments.

(b) Persons acquiring title to lots from the “Owner” shall thereafter be entitled to 1 member vote in the Association for each lot owned. When more than 1 person holds an ownership interest in any lot, all persons holding such ownership interest shall be members of the corporation and in such event the vote for such lot shall be exercised as the owners among themselves determine, provided however, not more than 1 vote shall be cast with respect to any lot. When a vote is cast by 1 of 2 or more owners of any lot, the corporation shall not be obligated to look to the authority of the member casting the vote.

1.7 Notwithstanding any provision of the Revised Code as now or hereafter in force requiring for any action or purpose, the vote of members exercising more than 2/3 of the voting power of the corporation, such action unless otherwise expressly required by statute, may be taken by members entitled to exercise 2/3 of the voting power of the corporation.

1.8 In the event the corporation shall be dissolved or otherwise cease to exist, ownership of its property shall automatically thereupon be transferred to the then owners of the residential lots in RIVERCREST PERRYSBURG SUBDIVISION with each owner having an equal undivided interest in common areas for each residential lot owned, provided however, that in no event and under no circumstances shall there by any partition of the common areas and facilities through judicial proceedings or otherwise unless approved by the owners of at least two-thirds (2/3) of the residential lots in the subdivision.

ARTICLE II

MEETING OF MEMBERS

2.1 The annual meeting of the members of this corporation shall be held as provided by resolution of the Board of Trustees.

2.2 In the event the Board of Trustees fails to provide for an annual meeting of members, such meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation.

2.3 Special meetings of the members may be called at any time by the Chairman of the Board of Trustees, the President, or in his absence a Vice President, the Trustees by action at a meeting or a majority of the Trustees acting without a meeting, or by those members entitling them to exercise at least 10% of the voting power of the corporation.

2.4 Meetings of members shall be held at the principal office of the corporation, unless the Board of Trustees decides that a meeting shall be held at some other place within or without the State of Ohio, and causes notice thereof so to state.

2.5 Unless waived, a written notice of any special meeting, stating the day, hour and place, and the purpose or purposes thereof, shall be served on or mailed to each member of record entitled to vote or entitled to notice, not more than thirty (30) days nor less than seven (7) days, before such meeting. If mailed, it shall be directed to a member at his address as the same appears on the records of the corporation.

2.6 Any member, either before or after any meeting, may waive any notice required to be given by law or under these regulations, and whenever all of the members entitled to vote shall meet in person or by proxy and consent to hold a meeting, it shall be valid for all purposes without call or notice, and at such meeting any action may be taken.

2.7 At any meeting called for any purpose, the members entitling them to exercise a majority of the voting power of the corporation, present in person or represented by proxy, shall constitute a quorum. At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of such members as are represented in person or by proxy.

2.8 At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares represented by members present in person or by proxy may adjourn from time to time and from place to place without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might be transacted at the meeting as originally notified or held.

2.9 Any member of record, including members who are natural persons as well as members who are corporations, partnership, fiduciaries or other entities, who is entitled to attend a members' meeting or to vote thereat or to assent or give consents in writing, shall be entitled to do so or to exercise any other of his rights, by proxy or proxies appointed by a writing signed by such member, which need not be sealed, witnessed or acknowledged.

2.10 At any meeting of members, each member of the corporation shall, except as otherwise provided by law, the Declaration of Restrictions of RIVERCREST PERRYSBURG SUBDIVISION, the Articles of Incorporation, or these Regulations, be entitled to one (1) vote in person or by proxy for each residential lot in RIVERCREST PERRYSBURG SUBDIVISION, title to which is held in his name on the records of the Recorder of Wood County, Ohio.

2.11 Any action which may be taken at any meeting of members may be authorized or taken without a meeting with the affirmative vote or approval, in writing, signed by those members entitled to exercise at least two-thirds (2/3) of the voting power of the corporation.

ARTICLE III

TRUSTEES

3.1 The Board of Trustees shall constitute the governing body of the corporation and except as otherwise required by statute, the Articles of Incorporation or the Code of Regulations, all of the authority of the corporation in its affairs shall be managed by the Board of Trustees.

3.2 The initial Board of Trustees shall be selected by Owner. The initial Board of Trustees shall serve until the earlier of (1) that date which is ninety (90) days after 100% of all Building Lots within RIVERCREST PERRYSBURG SUBDIVISION (including any Building Lots in future developments designated by Owner to be a part of the RIVERCREST PERRYSBURG SUBDIVISION, as more fully described in Article I, Paragraph 1.5 of these Regulations) have been sold, and (2) that date in which Owner elects to turn over control of the Association to the Building Lot owners. Upon the incapacity, resignation, or death of any initial Trustee, a successor who shall serve the remaining term of the departed Trustee, shall be appointed by Owner within three (3) months after the incapacity, resignation or death of the departed Trustee. Subsequent Trustees shall be elected as provided in Paragraph 3.5 of this Article.

3.3 The initial Trustee(s) may be one (1) to three (3) as determined by Owner. Thereafter, until changed in accordance with the provisions of this Article, the number of trustees shall not be less than three (3) nor more than nine (9) with the exact number to be determined from time to time by the Board of Trustees, subject to Item 3.3 herein.

3.4 The number of trustees may be fixed or changed by resolution at any annual meeting of members or at any special meeting of members called for that purpose, adopted by the vote of members present in person or by proxy entitling them to exercise a majority of the voting power at such meeting but no reduction in the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his term of office.

3.5 Trustees shall be elected at the annual meeting of members but when the annual meeting is not held or Trustees are not elected there at, they may be elected at a special meeting called and held for that purpose.

3.6 The normal term of a Trustee shall be for three (3) years commencing in February of a given year. In order to provide continuity in the membership of the Board of Trustees, the policy shall be to elect Trustees in successive and staggered years with initial terms and vacancies to be filled for unexpired terms in order to accomplish this purpose. Trustees whose terms have expired but whose successors have not been elected and qualified shall continue to hold office beyond the expiration date of their term until their successors are elected and qualified.

3.7 In the event of the death, removal, or resignation of a Trustee, the remaining Trustees by the vote of a majority of their number may fill the vacancy created in the Board for the unexpired term.

3.8 In the event the members increase the number of Trustees but fail at the meeting at which such increase is authorized or at an adjournment thereof to elect the additional Trustees provided for, or in the event the members fail at any time to elect the whole authorized number of Trustees a vacancy shall exist and the unexpired term for which such vacancy exists may be filled by the vote of a majority of the remaining Trustees.

3.9 Any action which may be authorized or taken at any meeting of the Trustees may be authorized or taken without a meeting with the affirmative vote or approval of, in writing, signed by all the Trustees who would be entitled to notice of a meeting for such purpose.

3.10 For the government of its action, the Board of Trustees may adopt By-laws consistent with the Articles of Incorporation and these Regulations.

3.11 Trustees as such shall not receive any salary for their services but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any Trustee from serving the corporation in any other capacity and receiving compensation therefor.

3.12 Without limitation upon the generality of the powers conferred on the Board of Trustees, the Trustees acting as the Board shall have the power to fix, define and limit the powers and duties of all officers of the corporation, to appoint and at their discretion with or without cause to remove or suspend such officers, and to fix and determine all salaries or compensation of all officers.

ARTICLE IV

MEETINGS OF TRUSTEES

4.1 The annual meeting of the Board of Trustees shall be held during either the month of January or February at a time fixed by the Chairman of the Board of Trustees.

4.2 Three (3) additional regular meetings shall be held, a spring meeting in April or May, a summer meeting in July or August, and a fall Meeting in October or November, at such times as may be fixed by the Chairman of the Board of Trustees. Special meetings of the Board of Trustees may be called by the Chairman of the Board, the President, any Vice President, or any two (2) Trustees.

4.3 Written notice of the time and place of each meeting of the Trustees shall be given to each Trustee at least five (5) days before the date in which the meeting is to be held. Notice of any meeting of the Board need not be given to any Trustee if waived by him in writing, whether before or after such meeting be held, or if he is present at such meeting and any meeting of the Board shall be a legal meeting without any notice thereof having been given if all of the Trustees shall be present thereat.