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HomeMy WebLinkAboutSP201800016 Ownership Documents 2014-07-31 THIS DEED made this 31th day of July, 2014 on the Property purchased on November 18, 2013 by Ecovillage Charlottesville. Parcel Identification No. 06100-00-00-21000 and Parcel Identification No. 06100-00-00-210A The purpose of this deed change is to change the name on the deed. The Name of EcoVillage Charlottesville has been changed to Ecovillage Holdings Inc. The name of the directors and stock holders will remain the same with only the name changing to Ecovillage Holdings Inc. See attach document from Commonwealth of VA State Corporation Commission dated July 11, 2014 authorizing the name change of the corporation. Director, David S Redding EcoVillage Holdings, Inc 480 Rio Rd E Charlottesville,VA 22901 Phone 434 826 9505 • Instrument Control Number.,. ._.... .. q 0569 5^9 Commonwealth of Virginia Land Record Instruments Cover Sheet-Form A 1111111111 111111111111110 1111111111111111111111111111 Doc ID: 003057980009 Type: DEE Recorded: 06/26/2006 at 02:21:47 PM [ILSVLR Cover Sheet Agent 1.0.66] Fee Amt: 8290.33 Pane 1 of 9 Albemarle County, VA Shelby Marshall Clerk Circuit Court File# 2008-00010509 T C Date of Instrument: [6/21/20 ]A 0 OK3237 PG505-513 Instrument Type: [DBS- L ] X R • E P Number of Parcels [ 1'] X Number of Pages [ 7] E RI City❑County x❑ [Albemarle County ] (Box for Deed Stamp Only) p First and Second Grantors T _ I Last Name I First Name Middle Name or Initial Suffix [Olson ][Douglas ][E. ][ ] In❑ [Olson I[Patricia ][B. ][ ] First and Second Grantees Last Name First Name Middle Name or Initial Suffix ❑❑ Kuttner [C. ][ ] 0 0 [Kuttner ][Oliver[Daniel ][N. If ] Grantee Address (Name) [Oliver C.Kuttner and Daniel N.Kuttner ] (Address 1) [108 Second Street S.W.,Suite 2 ] (Address 2) [ ] (City,State,Zip) [Charlottesville ] [VA] [22902 ] Consideration[49,000.00 ]Existing Debt[0.00 ] Assumption Balance[0.00 ] Prior Instr.Recorded at:City ❑ County® [Albemarle County ] Percent.in this Juris. [ 100] ' Book [1123 ] Page [217 ] Instr.No [ ] Parcel Identification No(PIN) [61-210 ] Tax Map Num. (if different than PIN) [61-210 ] Short Property Description [2.9504 acres ] [ ] Current Property Address (Address 1) [Tax Map 61 Parcel 210 ] (Address 2) [ ] (City,State,Zip) [Charlottesville ][VA ][ ] Instrument Prepared by [Dygert,Wright, Hobbs&Heilbe ] ' Recording Pald for by [Martin and Raynor P C ] Return Recording to (Name) [Martin and Raynor P C ] (Address 1) [1228 Cedars Court ] (Address 2) 1 ] (City,State,Zip) (Charlottesville I[VA][22903 ] Customer Case ID [04-1100 I [Kuttner ][ ] Cover Sheet Page#1 of 1 b + +' �; Book:, 3237 Page: 505 FileNumber: 2006-00010509 Seq: 1 0105°9 Prepared by: Dygert,Wright,Hobbs&Heilb erg,PLC 675 Peter Jefferson Pkwy,Suite 190 Charlottesville,Virginia 22911 Tax Map/Parcel: 61-210 THIS DEED made this 15th day of June 2006,by and between DOUGLAS E.OLSON and PATRICIA B. OLSON,husband and wife,Grantors,and OLIVER C.KUTTNER and DANIEL N. KUTTNER,Grantees,whose address is:108 Second Street S.W.,Suite 2,Charlottesville,Virginia 22902. WITNES SETH That for and in consideration of the sum of FORTY NINE THOUSAND AND NO/100 DOLLARS ($49,000.00), cash in hand paid, the receipt of which is hereby acknowledged, the Grantors do hereby GRANT,BARGAIN,SELL AND CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE,unto Grantees, as tenants in common, the following described real property located in the County of Albemarle,Virginia(hereinafter the"Property"): All that certain tract or parcel of land,with the appurtenances thereto,fronting on the south side of State Route 631 in Albemarle County,Virginia,consisting of 2.9504 acres,more or less,and more particularly shown and described as Parcel A-1-A on a plat of Thomas B.Lincoln,Land Surveyor,dated September 1,2005,titled"Subdivision Plat Of Parcels A-1 And A-1-A Being A Division Of Tax Map 61 Parcel 210 Property Belonging To Douglas E.and Patricia B. Olson Located on State Route 631 Charlottesville District Albemarle County, Virginia,"(hereinafter the"Plat")which Plat is attached hereto and recorded herewith as a part of this Deed. Being a part of the same property conveyed to the Grantors by deed dated June 27, 1990, from David Craig Landin and Susan G.Landin,husband and wife, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 1107, Page 494, as corrected by deed recorded on October 4, 1990 in said Clerk's Office in Deed Book 1123,Page 217. Each of the Grantees shall own an undivided one-half interest in the Property. Book: 3237 Page: 505 FileNumber: 2006-00010509 Seq: 2 Reference is hereby made to the Plat for a more complete description of the Property. In conjunction with the subdivision of Grantors'remaining property,being Parcel A-1, consisting of 6.3416 acres,as shown on the Plat,("Parcel A-1"),Grantors expressly reserve and Grantees grant to Grantors an Option to acquire from Grantees,for no further consideration,any or all of the following non-exclusive easements on the Property(the"Option"): a. Underground water and sewer lines and appurtenances; b. Storm water detention and flood control devices. The easements shall be placed in a location on the Property,subject to Grantees' written approval,which written approval shall not be unreasonably withheld. Grantees shall have the right to use the land within which any easement is located for any purpose,so long as it does not interfere with the use or purpose of the easement. The provisions of the easement deed shall be subject to Grantees'written approval,which approval shall not be unreasonably withheld. The Option may be exercised, only if the lines, appurtenances, devices and facilities within the easements can be completed no later than June 22,2009("Option Period"). If Grantors exercise the Option and fail to complete the installation of the lines,appurtenances,devices and facilities within the easements by June 22,2009,the easements shall cease and determine and be extinguished,unless Grantees,in Grantees'sole discretion,grant Grantors,in a recordable writing,an extension of time in which to complete the installation of the aforesaid improvements. If Grantors exercise the Option,Grantees shall have the right,at Grantees'expense,to connect any improvements on Grantees'Property to the water line and the sewer line within the easements and to utilize the storm water detention and flood control devices and facilities within the easement at anytime after installation of the same. TIME IS OF THE ESSENCE with regard to the termination of the Option Period. 2 Book: 3237 Page: 505 FileNumber: 2006-00010509 Seq: 3 Grantors shall exercise the Option by sending written notice to Grantees by hand delivery or certified mail,return receipt requested to Grantees'mailing address as listed in the real estate tax records of Albemarle County,Virginia,at the time of notice or to such other address as Grantees may provide Grantors during the Option Period,with facsimile and e-mail copies to Grantees,depending on Grantees'capability to receive facsimile and/or e-mail. The provisions of this Deed pertaining to Grantors'Option shall be binding upon and inure to the benefit of the parties hereto and their personnel representatives,successors and assigns until the termination of the Option Period. If the Option is exercised,the provisions of this Deed with regard to Grantees'right to connect to the improvements within the easements shall be binding upon and inure to the benefit of the parties hereto and their personal representatives,successors and assigns and shall run with Parcel A-1 and Parcel A-1-A, The provisions of this Deed with regard to Grantors'Option shall also be incorporated into any contract for the sale of Parcel A-1 and any deed or other instrument conveying Parcel A-1. This conveyance is made subject to all easements,restrictions,reservations and other matters contained in duly recorded deeds,plats and other instruments constituting constructive notice in the chain of title which have not expired by the time limitation therein contained or otherwise become ineffective. WITNESS the following signatures and seals: (SEAL) TDougla Olson c�Q/�Ce e 1 (SEAL) Patricia B.Olson 3 Book: 3237 Page: 505 FileNumber: 2006-00010509 Seq: 4 STATE OF VIRGINIA COUNTY OF ALBEMARLE,to-wit: The foregoing instrument was acknowledged before me this 21st day of June, 2006, by Douglas E.Olson and Patricia B.Olson,husband and wife. My commission expires: la?'�3 1 'CP Lijka2At OiLiskTh NOTARY PUBLIC • Mr24nenbdeAoVAONCIa©NTSV(other,Oliva 041100Weed w•revi,io.0 w.o rcdline.doo • 6/21/20062:01 PM 4 Book: 3237 Page: 505 FileNumber: 2006-00010509 Seq: 5 cc) a- . a) SUBDIVISION PLAT OF - I THE LAND USE REGULATIONS LISTED HEREIN ARE IMPOSED PURSUANT - - 0) PARCELS A-1 AND A-1-A TO THE ALBEMARLE COUNTY ZONING ORDINANCE IN EFFECT ON THIS O BEING A DIVISION OF DATE AND ARE SHOWN FOR INFORMATION PURPOSES ONLY. THEY ARE �"NOT RESTRIC Lt7 TAX MAP 61 PARCEL 210 APPEARANCE TON TH SIVEV PLS AT IS RUNNING I INTENDED TO IMPOSE THEMWITH THE LAND AND H AS SUCH.'EIR O PROPERTY BELONGING TO o DOUGLAS E. AND PATRICIA B. OLSON OWNERS' APPROVAL: 00 LOCATED ON STATE ROUTE 631 I , CHARLOTTESVILLE DISTRICT _ THE DIVISION OF THE LAND DESCRIBED HEREIN IS WITH THE FREE CO CONSENT INOF THE ALBEMARLE COUNTY, VIRGINIA OWNERS),A RND O R ETORIS) ANDETRUSTEI.(SWITH THE ©ANYE REFERENCE TORSIGNED OO SEPTEMBER 1, 2005 - FUTURE POTENTIAL DEVELOPMENT IS TO BE DEEMED AS THEORETICAL - N ONLY. ALL STATEMENTS AFFIXED TO THIS PLAT ARE TRUE AND CORRECT TO THE BEST OF NOWLEDGE. a) Q THE STREAM BUFFER(S) SHOWN HEREON SHALL BE MANAGED IN ACCORDANCE WITH THE WATER ILCIL ��/ (p��0�b6PROTECTION ORDINANCE OF ALBEMARLE COUNTY. MP 61-210 DATE PARCELS A-1 AND A-1-A EACH CONTAIN A BUILDING 1.116 17.006 Z SITE THAT COMPLIES WITH SECTION 4.2,1 OF THE OWNER MP 1-210 DATE 0 0� ALBEMARLE COUNTY ZONING ORDINANCE. p- TAX MAP 61 PARCEL 210 IS ZONED R-4 NOTARY PUBLIC: COUNTY APPROVALS: V- TAX MAP 61 PARCEL 210 IS NOT WITHIN AN ALBEMARLE STATE OF V► infct. ��/y L() COUNTY AND/OR CITY OF CHARLOTTESVILLE WATER COUNTY OF f} ie/VIOY(0- /Y) .i.rc. T� 6/2f�04 O r 'SUPPLY WATERSHED AND IS NOT WITHIN AN - ALBEMARLE COUNTY Gip, DATE L() AGRICULTURAL-FORESTAL DISTRICT. - THE FOREGOING W ACKNOWLED ED PLANNING COMMISSION BEFORE ME THE_ DAY OE 4 - fi UNDER CURRENT COUNTY POLICY, PUBLIC WATER AND/OR 2000v BY fra, !:'C.'a. CJ S/I n /j X�/ �1 _ G!}��pG a) i o SEWER SERVICE WILL BE AVAILABLE TO PARCELS A-I AND A-1-A a, EALT �+-�Y170 WELLEVER. PARCEL A-1-A AND SEPTIC.SYSTEM.ILL BE SERVED BY A PRIVATE o JINI![A/ •�tke� BOARD OF SUPERVISORSBEMARLE COUNTY DATEas - ITARY PUBLIC 0- ALL SUBSEQUENT DIVISIONS OF PARCEL A-1 SHALL ENTER NOV.3O r�IYIR N- d ONLY ONTO SUCH STREET(SI SHOWN ON THE APPROVED MY COMMISSION EXPIRES: FINAL PLAT AND SHALL HAVE NO IMMEDIATE ACCESS ONTO CI) Q ANY PUBLIC STREET. NOTARY PUBLIC: M r I HEREBY CERTIFY THAT THIS SUBDIVISION PLAT, TO THE STATE OF 1/211,1111Tl(,L.- - BEST OF MY PROFESSIONAL KNOWLEDGE AND BELIEF. IS COUNTY OF emltrLP .�C CORRECT AND COMPLIES WITH THE MINIMUM PROCEDURES 0 AND STANDARDS ESTABLISHED BY THE VIRGINIA STATE THE FOREGOING WAS ACKNOWLE D BOARD OF ARCHITECTS. PROFESSIONAL ENGINEERS.LAND BEFORE ME TH{{0�, !(a DAY,,.(O7F llrtt. SURVEYORS AND CERTIFIED LANDSCAPE ARCHITECTS. I ALSO 201E BY .1-0 Jas LJSOA 03 CERTIFY THAT THE BOUNDARY SHOWN FOR PARCEL A-1-A IS IP BASED ON A CURRENT FIELD SURVEY BUT THAT THE BOUNDARY /� (� `l. SHOWN FOR PARCEL A-1 1S A COMPOSITE BOUNDARY AND • �/rll/1(.L)lJF L! - Pace_. 1110 '\ DOES NOT REPRESENT A CURRENT FIELD SURVEY. l TARDY PUBLIC A PORTION OF THIS PROPERTY LIES IN AN AREA DESIGNATED • MY COMMISSION EXPIRES: NOY O, 8 • AS ZONE X (AREAS DETERMINED TO BE OUTSIDE THE 0.2'/. C ANNUAL CHANCE FLOODPLAINI AS SHOWN ON MAPS BY THE TITLE REFERENCES •tIC.1,72e FEDERAL EMERGENCY MANAGEMENT AGENCY. COMMUNITY FOR TMP 61-210: PANEL NO.510006 0287 D (ALBEMARLE COUNTY) AND (p(z31� 510033 0287 D (CITY OF CHARLOTTESVILLE) DOUGLAS E.AND DATED:FEBRUARY 4, 2005 SETBACKS: - PATRICIA B. OLSON CHARLOTTES VILLE, VA 22901 41 � �.�0I' - 4A PORTION OF THIS PROPERTY LIES IN AN AREA DESIGNATED FRONT--25' C EAST RI ROAD - "+�$US�D- AS ZONE AE (AREAS DETERMINED TO BE WITHIN THE 1% ANNUAL SIDE--15' HWPB XIII P. 157-158 THOMAS B. LINCOLN LAND SURVEYOR INC. CHANCE FLOODPLAIN) AS SHOWN-ON MAPS BY THE FEDERAL REAR--20' D.B. 1788 P. 730 COMM. OF VA. EMERGENCY MANAGEMENT AGENCY.COMMUNITY PANEL D.B. 1123 P. 217 671 BERKMAR CIRCLE NO.510006 0287 D (ALBEMARLE COUNTY) AND 510033 0287 D D.B. 708 P. 579. CHARLOTTESVILLE, VIRGINIA 22901 (CITY OF CHARLOTTESVILLE) D.B. 432 P. 258. 263 PLAT 434-974-1417 DATED:FEBRUARY 4, 2005 SHEET l OF 3 TMODEL SERVER) DATA9\ 88\ 8 8 0112 0 5 3UBA-1,PRO 88-0112-06 I ::,:_ ( ! - 1 . 1 :\ . ti v- a) 09 SUBDIVISION PLAT OF - I - _ o PARCELS A-1 AND A-1-A COURSE AND CURVE DATA FROM �. - BEING A DIVISION OF • POINT "O' TO POINT "D": VICINITY MAP N.T.S. O TAX MAP 61 PARCEL 210 R.227.03', A=145.30', T=75.23', C=142.83', • r PROPERTY BELONGING TO CB=S51.44.54"W, DELTA=36.40'05" to ROC B9O X . 0 DOUGLAS E. AND PATRICIA B. OLSON S70.04'26'W 3,56' SITE ACE p LOCATED ON STATE ROUTE 631 `-y. ;,y R=158.14'. A=122.12% T=64.29', C=119.11', CHARLOTTESVILLE DISTRICT CB:N87.47'37'W, DELTA=44.14'48' 1% Ili CO ALBEMARLE COUNTY, VIRGINIA N65.39's3'W 49.63' 1-"w000 '� N SEPTEMBER 1, 2005 49..,.F R=2729.00% A=94.22', T=47.11'. C=94.21' .• L_ COURSE DATA FROM CB=N66'39'24'W, DELTA=01.58.41" a) POINT 'A' TO POINT "B": `-.„ R=2729.00', A=55.08', T=27.53',C=55.06' (� S28.14'34"E 16.17' CB=N68'13.26"W, DELT A=01"09'22"t/ , S28'14'34"E 7.08' = N70.25•56'E 119.54' N58.47'57"W 2.27' N51.12'15"W 8.49' Z TF) COURSE AND CURVE DATA FROM _ N58'35'08"W 60.61' _ N POINT 'B' TO POINT 'C': N65 •1'I3'W 60.88' R=678.48', A-296.42',T=160.61', C=294.07', N38.13'00"W 77.71'N30.27'33'W 90.41' • C13=S45.35•45"W. DEL TA=25'01'56' In R=189.95', A=113.93', 7.59.20', C.111.81', O S33.04'15'W 19.45' CB=N49.39'51'W. DELTA=3B•24'37" L!7 • (e) A=192.91', A=180.74', T=85.37', C=156.13' COURSE AND CURVE DATA FROM CBS09'12'42'W, DELTA=47.44'25' POINT"E"TO POINT 'F": S14'39'49'E 56.43' R=134.74', A=56.47',T=33.92';C=65.80' 03 1 R=223.76', A=177.00', T=93.42', C=172.42' CB=S54.58'O9'E, DELTA=28.15'51' - CL —iC 0B=S07'59'46'W, DELTA=45.19'26' S69'06'06'E 40.41 0 S30.39'40'W 11.61' • M R=229L83', A=13.95', T=6,98% C=13.95', ,,,,,,(((� R=2802.36', A=125.20', T=62.61', 0=125.19' CB=S68'55'37'E, DELTA=0 20'56' M (}J CB=S32.02Y9'W, DELTA=02.45'23" R=2291,57',A=103.31',T=51.66',C=103.30', - l CB--367•27'40"E, DELTA=02'34'59' S33'25'02"W 77,38' . 0 R=2291.B3', A=40.26', T.20.13', C=40.26', 0 • C6 S65.39'59'E,DELTA=01.00'2a" CO AREA TABULATION S65.09'47'E 43.06' *: • 6.3416 AC.--PARCEL A-1 S23.52'1T'W 15.33' , *2.9504 AC--PARCEL A-1-A .0.0971 AC.--ROAD DEDICATION 9.389t AC.--EXISTING TMP 61-210 COURSE AND-CURVE DATA FROM �7" POINT'F"TO POINT "G": IP: THE ACREAGE SHOWN FOR TMP 61-210 N63.58'29'W SL49' = .1326N NO. 1326 DOES NOT INCLUDE THE ACREAGE FOR R=2686.04',A=146.93•, T=73.48% C=146.9T, 414 PARCEL B OR PARCEL C.• CB=N67'14'06'W, DELTA=03.08'03' PARCEL B WAS DEDICATED FOR USE AS N68.47.57"W 227' - � „z04'' - ADDITIONAL STREET RIGHT-OF-WAY _ R Vim' SEE D.B. 432 P.268, 263 PLAT R=355.29'.A=113.85'. T=57.42',C=113.37'. - PARCEL C MAY MAY RAVE BEEN DEDICATED CB=N59.37'20'W, DELTA=18.21•38' THOMAS B. LINCOLN LAND SURVEYOR INC, TO PUBLIC USE HOWEVER ITS STATUS 671 BERKMAR CIRCLE 0� IS UNKNOWN. CHARLOTTESVILLE, VIRGINIA 22901 V 484-974-1417 6lyslal� SHEET 2 OF 3 TMODEL SERVER1 DATA9\ 88\ 88011205SUBA-1.PRO 88-0112-06 I • :: I ( I : :{ • , • . • CO C7 _ (1) \ i LEGEND: . 1 I� + SUBDIVISION PLAT I OF P ♦ ♦ OOOmry I 0. O -CZ-2♦ \.'. �m0; 03C PARCELS A-1 AND A-1-A FOUND BENT MONUMENT r,= `• ` �• —. ..- 19•Q " a--Nmm„/ BEING A DIVISION OF IF = IRON FOUND • 'r \----------\ I O o Q ti ! POINT ♦ =a• o towcom. TAX MAP 61 PARCEL 210 Is = IRON SET ' + + o OQ�' I s�"'; v mom PROPERTY BELONGING TO I o �° ,6 ��Zzan1 DOUGLAS E. AND PATRICIA B. OLSON LINCOLN O O i TMP 61-190 I cloO' z LOCATED ON STATE ROUTE 631 ! NO. 1 Cu I o _ r MICHAEI AND mvO CHARLOTTESVILLE DISTRICT `p}L316b I : 0 O w I JEANNIE B. STONEKING a'-0 I + D.B. 2395 P. 589 �;',� I ALBEMARLE COUNTY, VIRGINIA l o I N D.B. 445 P. 489 Ira SCALE: 1" = 100' 1 -'�v� SUMP' O 1 q1z D.B. 277 P. 70 PLAT WO D.B. 257 P. 346 PLAT I `? SEPTEMBER 1, 2005 I TMP 61-1886 I LOT 1 A . HQ I D.B. 193 P. 274 PLAT m < I ALBERT P, SPARR III AND + BLOCK B p. _r_ ) O U F 1 ' a I \ LISA R. SPARR G ¢0 a 1 D.B. 2063 P. 15 --)SE: 1 m =N a I N5 I "HAS• TMP 61-188A D.B. 638 P. 298 POINT 1 p r0 E vwe f 106,33' I g;76•. MARGARET A. BAILEY 1 D.B. 438 P. 12 PLAT r`- I - LLuaim°�m 1 34.•p• 19L88' TOTAL S�` D.B. 266 P. 404, 407 PLAT 1 D.B. 271 P. 117 PLAT ___I� ____\ SEE x_, Z cmi0¢0.m 1 I =' d -----OLD RIO ROAD •E = N52•b0.4'E DETAIL , �_ o Z d a f 70.e•7, N48.28'42'E '182.15' 15.,84 , BELOW\ I . - -,o,z. "'1 1 14.40'1 „ ,:7 ..•'35"E 1 :5 , \ m 3 p ^m:• BM -IF l 10.82' I POINT :54'40'O3 x 202,0' `' L() apt' .E. 72,•g• - O -3$0oo .-J j IF_ A PORTION OF LO r �'•,ll I 26.34• VARIABLE WIDTH STRIP TMP 61-210 ; CO r „f // POINT HEREBY DEDICATED TO iii o a --- r G• PUBLIC USE ,..• p ZONED: R4 PARCEL A-1 _ POWT — O • I ZONED: R4 0.0971 AC ti $,3416 AC. � fEASEMENTIVE `_ "B' a liJ f .I 7 °! J r ISiS o EXISTING if Z.- PERMANENT -1] _o[ 2 I 1 EXISTING DRAINAGE ? PARCEL A-2 TMP 61A-1 l ~ m 1 _ Q -. PERMANENT EASEMENT •` p0 •��' // CARLTON R.AND CI ...1 DRAINAGE---___...! T , N'r'' p,G• TMP 61-210A BETTY W. BROOKS' (V o:; m EASEMENT " Nsa'ae 68 DOUGLAS E. AND I D.B. 630 P. 449 j M �a 3?�� O�1 PATRICIA B. OLSON i 1 0' sr3' a pd�• D.B. 1123 P. 234 1 Y l pY !, o _ S49.34'36•E �.- ♦♦O�,I,a D.B. 432 P. 258, 263 PLAT // ` p73 1 I DETAIL • aQ • 50' A PORTION OF `< 30.9b' o. P�HT J 9pn I 1' = 100' O wm� ( .y TMP 61-210 1S PERMANENT // R of PARCEL C I p�- I� _ SIGHT EASEMENT / I 0.177E AC. I m �w POINT •,;• D.B. TOTS P. 505 / _ PO•RT D.B. 251 1 N j" `F` IS' POINT t C,O� • 81 PLAT 1 1 (2)- T PARCEL A-1-A IF"♦♦ �9 \ .0 / �'-I G'1•Al-' PARCEL 11 I x I 2.9504 ACC IF�\rFR \ —: P. �558 .- .-15. 99�O♦4,�9(r` A_1 1 I t v� ♦ yO(%r p D�' X91 P• / 0, PARCEL B ,, • 0.0353 AC. `�` a •. ¢ 1 o��y�� 1. kith::I. pt., RIO ROA +��pi- TFs�\; _ }Q _.. ` 1n E AN P10 - WIDTH ~ DGIMP 47A-150 AVID C. AND �l PO.IBNT �- 4 IL° -I O: , z •C\.� G 849'19.05'8•E ♦�IF��•` D.B. t 07 P. 496 i/ S32012'S•E 'JW'� 1_1 `�7 Oro -I 1 G♦ ♦ ` D.B. 745 P. 768 VDOT Y !!! 1 cola : -• S18'054324W CTMP 47A-150 \ Pko �._ HWPB XIS P. 155 / -THOMAS B. LINCOLN LAND SURVEYOR INC. k O I I 345.09' DAVID C.AND 09 fT �� i .IF 4 39E09' TOTAL SUSAN G. LANDIN ♦ RiGyrgt Fy '�� 671 BERKMAR CIRCLE J� : 5d. -` D.B.1107745 Pisa VDOT `\` OFWSFM� -/' CHARLOTTESVILLE, VIRGiNIA 22901 at ♦ HWPB XIII P. 155 `\ q y Hr \ 434-974-1417 to fad j CTM 48A-4J1 \♦� SHEET 3 OF 3 I % TMODEL SERVERI DATA9\ 88\ 88011205SUBA-1.PRO 88-0112-06 4 RECORDED IN CLERKS OFFICE OF ALBEMARLE ON Juno 26,2008 AT ;47 PM $40.00 GRANTOR T1AX PD A REQUIRED BY VA CODE§58.1•B02 STATE:$24,50 LOCAL:$24•50 ALBEMARLE COUNTY,VA ARS ALLCR IRCU T COURT Book: 3237 Page: 505 FileNumber: 2006-00010509 Seq: 9 BYLAWS OF ECOVILLAGE CHARLOTTESVILLE, INC A Virginia Corporation ARTICLE I SHAREHOLDERS 1.1 Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation. 1.2 Special Meetings Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof. 1.3 Place of Meetings Bylaws of Ecovillage Charlottesville,Inc 1 of 19 I. Meetings of the shareholders shall be held at such place within or outside of the State of Virginia as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation. 1.4 Notice of Meetings Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting. If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect. A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at such shareholder's address as it appears on the record of the shareholders, or, if the shareholder shall have filed with the Secretary of the Corporation a written request that notices to the shareholder be mailed to some other address, then directed to the shareholder at such other address. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 1.4. 1.5 Waiver of Notice Bylaws of Ecovillage Charlottesville,Inc 2 of 19 Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such shareholder. 1.6 Inspectors of Election The Board of Directors, in advance of any shareholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them. 1.7 List of Shareholders at Meetings Bylaws of Ecovillage Charlottesville,Inc 3 of 19 A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. 1.8 Qualification of Voters Unless otherwise provided in the Articles of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders. Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares. Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy,without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by the trustee, either in person or by proxy, only after the shares have been transferred into the name of the trustee or into the name of the trustee's nominee. Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine. No shareholder shall sell his or her vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law. Bylaws of Ecovillage Charlottesville,Inc 4 of 19 1.9 Quorum of Shareholders The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum. 1.10 Proxies Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for the shareholder by proxy. Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary. 1.11 Vote or Consent of Shareholders Bylaws of Ecovillage Charlottesville,Inc 5 of 19 Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders. 1.12 Fixing the Record Date For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. Bylaws of Ecovillage Charlottesville,Inc 6 of 19 ARTICLE II BOARD OF DIRECTORS 2.1 Power of Board and Qualification of Directors The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age. 2.2 Number of Directors The number of directors constituting the entire Board of Directors shall be the number, not more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one. 2.3 Election and Term of Directors At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death,resignation or removal in the manner hereinafter provided. 2.4 Quorum of Directors and Action by the Board A majority of the entire Board of Directors shall constitute a quorum.for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. Bylaws of Ecovillage Charlottesville,Inc 7 of 19 Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. 2.5 Meetings of the Board An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors. Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment. No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Virginia time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Virginia time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when depo- sited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by the director for that purpose, or, if none has been so designated, at the last known residence or business address of the director. Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director. Bylaws of Ecovillage Charlottesville,Inc 8 of 19 A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting,to the other directors. 2.6 Resignations Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. 2.7 Removal of Directors Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders. 2.8 Newly Created Directorships and Vacancies Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor. 2.9 Executive and Other Committees of Directors Bylaws of Ecovillage Charlottesville,Inc 9 of 19 The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders' approval; (b) the filling of vacancies in the Board or in any committee; (c)the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of direc- tors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee. Separately, the Board of Directors may establish an independent Compensation Committee to fix the compensation of the President as provided in Article III, Section 3.4 of these Bylaws. Each such committee shall serve at the pleasure of the Board of Directors, subject to reappointment by the Board of Directors. 2.10 Compensation of Directors The Board of Directors shall have authority to fix the compensation of directors for services in any capacity. Bylaws of Ecovillage Charlottesville,Inc 10 of 19 ARTICLE III OFFICERS 3.1 Election of Officers The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person if holding of such offices is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. 3.2 Other Officers The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 3.3 Compensation The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. The Board of Directors may determine that the compensation of the President is to be determined by a Compensation Committee. In the event the Board of Directors determines that the President's compensation shall be fixed by a Compensation Committee such Committee shall be created as provided in Section 3.4 below. 3.4 Compensation Committee to Set Compensation for President The compensation of the President may be fixed by a Compensation Committee established by a resolution of the Board of Directors. The membership of the Bylaws of Ecovillage Charlottesville,Inc 11 of 19 Compensation Committee may be comprised of two or more members, each of whom is independent of both the Corporation and the President such that the Committee's decision will be free of actual or potential bias or even the appearance thereof. The Committee may obtain a written salary survey from an independent, competent, experienced third party to assist the Committee in fixing the President's compensation. The cost of the salary survey will be borne by the Corporation. The Committee members may be compensated for their reasonable, out-of-pocket expenses, and may also be paid reasonable compensation as established by the Board of Directors. The Committee may ensure that the President's compensation meets the standard of objective reasonableness so as to comply with all legal requirements that govern the operating and funding of the Corporation. 3.5 Term of Office and Removal Each officer shall hold office for the term for which such officer is elected or appointed, and until a successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer,the term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of.an officer without cause shall be without prejudice to the officer's contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights. 3.6 President The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be Bylaws of Ecovillage Charlottesville,Inc 12 of 19 otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. 3.7 Vice Presidents The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. 3.8 Secretary and Assistant Secretaries The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of Bylaws of Ecovillage Charlottesville,Inc 13 of 19 the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 3.9 Treasurer and Assistant Treasurers The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of • Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 3.10 Books and Records Bylaws of Ecovillage Charlottesville,Inc 14 of 19 The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Virginia or at the office of its transfer agent or registrar in the State of Virginia, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board. 3.11 Checks,Notes, etc. All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of,the Board of Directors. 3.12 Voting of Directors Voting by Directors at Board of Directors meetings shall be by simple majority. In the event of a tie vote,the President will be provided an additional vote to break any tie vote(s). Bylaws of Ecovillage Charlottesville,Inc 15 of 19 ARTICLE IV CERTIFICATES AND TRANSFERS OF SHARES 4.1 Forms of Share Certificates The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer were in office at the date of issue. Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights,preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights,preferences and limitations of other series. Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Virginia; (b) the name of the person or persons to whom issued; and (c)the number and class of shares, and the designation of the series, if any,which such certificate represents. 4.2 Transfers of Shares Bylaws of Ecovillage Charlottesville,Inc 16 of 19 Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require. 4.3 Lost, Stolen or Destroyed Share Certificates No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in con- nection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed. Bylaws of Ecovillage Charlottesville,Inc 17 of 19 ARTICLE V OTHER MATTERS 5.1 Change of Corporate Address Information or Change of Resident Agent Information The Board of Directors may change the address(es) of the Corporation from time to time as may be necessary. The Board of Directors shall designate an alternate or successor Resident Agent of the Corporation in the event the existing Resident Agent is no longer willing or be able to serve. The Board of Directors shall designate one or more individuals to make all required notifications to the appropriate official and governmental agencies of the change of Resident Agent or registered office, or both. Notice shall also be given to shareholders or directors as required by state law and these Bylaws. 5.2 Corporate Seal The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and, authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner. 5.3 Fiscal Year The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by a resolution of the Board of Directors. 5.4 Amendments - Bylaws of Ecovillage Charlottesville,Inc 18 of 19 Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors,there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed,together with a concise statement of the changes made. Bylaws of Ecovillage Charlottesville,Inc 19 of 19 BYLAWS ECOVILLAGE CHARLOTTESVILLE INC. Adopted April 17, 2014 Modified for name change approved June 5th, 2014 ARTICLE I-NAME AND LOCATION OF CORPORATION Section 1. The name of this corporation is Ecovillage Charlottesville, Inc. Its principal office is located in Charlottesville, Virginia at 480 Rio Road East, Charlottesville, VA, 22901 ARTICLE II -PURPOSE Section 1. The purpose of this corporation is to create an ecovillage serving its residents,the surrounding community,the greater community, and the planet in accord with its mission and vision as set forth and amended from time to time by the Board of Directors (the "Board"). ARTICLE III—MEMBERSHIP Section 1. Eligibility: Any individual approved by the Board shall be eligible for membership provided that he or she meets the criteria as set forth from time to time by the Board. Section 2. Types of Memberships: Different types of membership,with different privileges and responsibilities, may be determined by the Board in accord with criteria as set forth from time to time by the Board. Section 3. Application for Membership: The process for applying for membership will be determined by the Board after the types of membership have been determined. ARTICLE IV--MEETING OF MEMBERS Section 1. Meetings: Annual and special meetings of the members shall be held at times and places convenient to members as set forth by the Board. Section 2. Powers and Duties: The Board will develop policies setting forth how the Membership makes decisions, and delineating the division of power and responsibilities between the Board and the Membership. These policies will be incorporated in these Bylaws. ARTICLE V-DIRECTORS Section 1.Number: The affairs of the Corporation shall be governed by a Board of Directors (the "Board") composed of at least five and not more than eleven individuals. Section 2. Powers and Duties: The Board shall have the powers and duties necessary for the administration of the affairs of the Corporation and may do all such acts and things as are appropriate for Directors of a non-stock corporation and which further the vision,mission, goals, and objectives as set forth from time to time. Section 3. Election and Term of Office: The Directors shall elect the members of the Board unless and until this power is given to the membership. Each term of office shall be for a 1 ti period of up to three years set so as to ensure that the terms of no more than 1/3`d of the Directors expire in any one year. If enough Directors do not volunteer to have their terms be less than three years in order to meet the 1/3`a criteria,then terms will be decided by lot. Section 4. Decision Making: Decisions of the Board, except in circumstances specified below,will be made by unanimous consent of the Directors present at a Board meeting held in accordance with Sections 7 through 10 below. (See Article V, Section 5, "Removal of Directors", Article VI, Section 3, "Removal of Officers", and Article VII, Section 1 "Amendments", for the exceptions.)The Board will establish protocols and procedures for meetings and decision-making, including the possibility of rotating facilitation or outside facilitation, and engaging in trainings in consent-based decision-making. Section 5. Removal of Directors: At any regular or special meeting of the Board, any one of the Directors may be removed at any time in accordance with a process defined by the Board by consent of at least all but one of the Directors other than the Director whose removal is proposed at a meeting at which a quorum of the Directors is present(not counting as present the Director whose removal is proposed). Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting. Section 6. Compensation: No compensation shall be paid• to Directors for their services as Directors.No payment, gift or other form of generosity shall be paid or given to a Director for service performed by him or her for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall have been adopted by the Board before the services are undertaken. Section 7. Regular Meeting of the Board: Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by the Directors, but at least two such meetings shall be held during each fiscal year.Notice of regular meetings of the Board shall be given to each Director, in writing by mail, e-mail, or by hand delivery, at least ten (10) days prior to the day named for such meeting. However, if the Regular Meetings of the Board are consistently held on the same day of each month,written notice of the regular meeting of the Board shall not be required. Section 8. Special Meetings: Special meetings of the Board may be called by the any Director on ten(10) days notice to each Director, given in writing by mail, e-mail, or hand delivery , which notice shall state the time,place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board shall be called by any Director in like manner and or like notice. Section 9. Waiver of Notice: Before or at any meeting of the Board, any Director may, in writing,waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him or her of the time and place thereof. If all of the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 10. Quorum:At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. ARTICLE VI- OFFICERS Section 1.Designation. The principal officers of the Corporation shall be a President and a 2 Treasurer, both of whom shall be elected by and from the Board of Directors. The Directors may appoint such other officers as in their judgment may be necessary. Section 2.Election of Officers. The officers of the Corporation shall be elected Bi-annually by the Board at the organization meeting of each new Board and shall hold office for a term of two years. Officers may be re-elected. Section 3.Removal of Officers. At any regular or special meeting of the Board, any one of the Officers may be removed by consent of at least all but one of the of the of the Directors other than the Officer whose removal is proposed at a meeting at which a quorum of the Directors is present(not counting as present the Officer whose removal is proposed) . Any Officer whose removal has been proposed shall be given an opportunity to be heard at the meeting. Section 4. President. The President shall be empowered to sign documents contracting business for the Corporation at the direction of the Board in accordance with Article IX, Section 4, "Execution of Corporate Documents", and shall have such other powers as shall be approved by the Board from time to time. Section 5. Treasurer. The Treasurer shall have the general responsibility for overseeing Corporate funds and securities belonging to the Corporation. He or she shall be responsible to oversee the deposit of all monies,the payment of all liabilities and other valuable effects in the name, and to the credit of the Corporation in such depositories as may from time to time be designated by the Board. The Treasurer shall receive all monthly bank statements, reviewing same, and forward a copy of each bank statement to each of the remaining members of the Board as shall be determined by the Board. ARTICLE VII-AMENDMENTS Section 1. Amendments. Amendments may be made by 4/5 vote of the Directors as constituted at that time (rounded down, i.e., 4 of 5 Directors, 4 of 6 Directors, 5 of 7 Directors, 6 of 8 Directors, 7 of 9 Directors, 8 of 10 Directors, or 8 of 11 Directors). A statement of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment shall be voted upon. (NOTE: The 4/5 vote (rounded down) is 4/5 of the Directors as constituted at the time, not 4/5 of a Quorum.) ARTICLE IX-FISCAL MANAGEMENT Section 1. Fiscal Year. The fiscal year of the Corporation shall begin at the date of incorporation and end as of December 31.The commencement date of the fiscal year herein established shall be subject to change by the Board should corporate practice subsequently dictate. Section 2. Books and Accounts. Books and accounts of the Corporation shall be kept under the direction of the Treasurer and in accordance with the Uniform System of Accounts. Section 3. Inspection of Books. The annual financial report shall be available at the principal office of the Corporation for inspection at reasonable times by any member. Section 4. Execution of Corporation Documents. With the prior authorization of the Board, contracts may be executed on behalf of the Corporation by any officer of the Corporation. The 3 Board, may further, at its sole discretion, authorize an employee and/or Management Agent to execute the aforementioned contracts on behalf of the Corporation. 4