ARTICLE I
Name and Location

The name of the corporation is EVERGREEN ESTATES HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association." The
principal office of the corporation shall be located at 14990 London Lane,
Bowie, Maryland 20715, but meetings of members and directors may be held
at such places within the State of Maryland as may be designated by the
Board of Directors.

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ARTICLE II
Definitions

Section 1. "Association" shall mean and refer to EVERGREEN
ESTATES HOMEOWNERS ASSOCIATION, INC., a non-stock, non-profit
Maryland corporation, its successors and assigns.

Section 2. "Property" shall mean and refer to that certain real
property described in the Declaration of Covenants, Conditions, and
Restrictions, and such additions thereto as may hereafter be brought within
the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the
Association for the common use and enjoyment of the Owners.

Section 4. "Lot" shall mean and refer to any plot of land shown upon
any recorded subdivision map of the Property with the exception of the
Common Area.

Section 5. "Owner" shall mean and refer to the record owner,
whether one or more persons or entities, of the fee simple title to any Lot
which is part of the Property, including contract sellers, but excluding
those having such interest merely as security for the performance of an
obligation.

Section 6. "Declarant shall mean and refer to The Artery
Organization, Inc., a Maryland corporation, its successors and assigns, if
such successors or assigns should acquire more than one undeveloped Lot
from the Declarant for the purpose of development, but only to the extent
that any of the rights, reservations, easements, interests, exemptions,
privileges and powers of the Declarant are specifically assigned or
transferred to such successors or assigns.

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Section 7. "Declaration" shall mean and refer to the Declaration of
Covenants, Conditions and Restrictions applicable to the Property recorded
among the Land Records of Prince George's County, Maryland, including
amendments and supplements thereto.

Section 8. "Member" shall mean and refer to those persons entitled
to membership as provided in the Declaration.

Section 9. "Mortgagee" shall mean the holder of any recorded
mortgage, or the party secured or beneficiary of any recorded deed of trust,
encumbering one or more of the Lots. "Mortgage" as used herein, shall
include a deed of trust. "First Mortgage," as used herein, shall mean a
a mortgage with priority over other mortgages. As used in this Declaration,
the term "mortgagee" shall mean any mortgagee and shall not be limited to
institutional mortgagees. As used in this Declaration, the term
"institutional mortgagee" or "institutional holder" shall include banks,
trust companies, insurance companies, mortgage insurance companies,
savings and loan associations, trusts, mutual savings banks, credit unions,
pension funds, mortgage companies, Federal National Mortgage Association
("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), all
corporations and any agency or department of the United States Government
or of any state or municipal government. As used in this Declaration, the
term "holder" or "mortgagee" shall include the parties secured by any deed
of trust or any beneficiary thereof.

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ARTICLE III
Meeting of Members

Section 1. Annual Meetings. The first annual meeting of the
members shall be held within one (1) year from the date of filing of the
Articles of Incorporation of the Association, and each subsequent regular
annual meeting of the members shall be held on the same day of the same
month of each year thereafter. If the day for the annual meeting of the
members is a legal holiday, the meeting will be held at the same hour on a
day chosen by the Board that is within one (1) week of said legal holiday.

Section 2. Special Meetings. Special meetings of the members may
be called at any time by the President or by the Board of Directors, or upon
written request of the members who are entitled to vote one-fourth (1/4) of
all the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of
the members shall be given by, or at the direction of, the Secretary or
person authorized to call the meeting, by mailing a copy of such notice,
postage prepaid, at least fifteen (15) days (but not more than sixty (60)
days) before such meeting to each member entitled to vote thereat,
addressed to the member's address last appearing on the books of the
Association, or supplied by such member to the Association for the purpose
of notice. Such notice shall specify the place, day and hour of the
meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members

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entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the
votes of each class of membership shall constitute a quorum for any action
except as otherwise provided in the Articles of Incorporation, the
Declaration or these By-Laws. If, however, such quorum shall not be
present or represented at any meeting, the members entitled to vote thereat
shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum as aforesaid
shall be present or be represented.

Section 5. Voting. At every meeting of the members, each Class A
member shall have the right to cast one (1) vote for each Class membership
which he owns on each question. Each of the Class B members shall have
the right to cast three (3) votes for each Class B membership which he owns
on each question. The vote of the members representing fifty-one percent
(51%) of the total of the votes of all of the memberships at the meeting, in
person or by proxy, calculated as aforesaid, shall be necessary to decide any
question brought before such meeting, unless the question is one upon
which, by the express provision of law or the Articles of Incorporation,
or of the Declaration or of these By-Laws, a different vote is required, in
which case such express provision shall govern and control. The vote for
any membership which is owned by more than one person may be exercised by
any of the co-owners present at any meeting unless any objection or protest
by any other owner of such membership is noted at such meeting. In the
event all of the co-owners of any membership who are present at any
meeting of the members are unable to agree on the manner in which the votes
for such membership shall be cast on any particular question, then such vote
shall not be counted for purposes of deciding that question. In the event
any membership is owned by a corporation, then the vote for any such
membership shall be cast by a person designated in a certificate signed by
the President or any Vice President of such corporation and attested by the
Secretary or an Assistant Secretary of such corporation and filed with the
Secretary of the Association, prior to or during the meeting. The vote for
any membership which is owned by a trust or partnership may be exercised
by any trustee or partner thereof, as the case may be, and, unless any
objection or protest by any other such trustee or partner is noted as such
meeting, the Chairman of such meeting shall have not duty to inquire as to
the authority of the person casting such vote or votes. No Class A member
shall be eligible to vote, either in person or by proxy, or to be elected to the
Board of Directors, who is shown on the books or management accounts of
the Association to be more than thirty (30) days delinquent in any payment
due the Association.

Section 6. Proxies. At all meetings of members, each member may
vote in person or by proxy. All proxies shall be in writing and filed with
the Secretary. Every proxy shall be revocable and shall automatically
cease upon conveyance by the member of his Lot. No proxy shall be valid
after eleven (11) months from its date, unless otherwise provided in the
proxy.
Section 7. Rights of Mortgagees. Any mortgagee of any Lot who
desires notice of the annual and special meetings of the members shall
notify the Secretary to that effect by Registered Mail Return Receipt
Requested. Any such notice shall contain the name and post office address
of such mortgagee and the name of the person to whom notice of the annual
and special meetings of the members should be addressed. The Secretary
of the Association shall maintain a roster of all mortgagees from whom such
notices are received and it shall be the duty of the Secretary to mail or
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otherwise cause delivery of a notice of each annual or special meeting
of the members to each such mortgagee, in the same manner, and subject to
the same requirements and limitations as are otherwise provided in this
Article for notice to the members. Any such mortgagee shall be entitled to
designate a representative to attend any annual or special meeting of the
members and such representative may participate in the discussion at any
such meeting and may, upon his request made to the Chairman in advance of
the meeting, address the members present at any such meeting. Such
representative shall be entitled to copies of the minutes of all meetings of
the members upon request made in writing to the Secretary.

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ARTICLE IV
Board of Directors: Selection: Term of Office

Section 1. Number. The affairs of the Association shall be managed
by a Board of Directors initially consisting of three (3) natural persons who
shall be designated by the Declarant and who shall hold office until the
election of their successors at the first annual meeting of the members of
the Association.

Commencing with the first annual meeting of the Association, the
Board of Directors shall consist of nine (9) members who shall be elected by
the members of the Association.

Members of the Board of Directors need not be members of the
Association.

Section 2. Term of Office. At the first annual meeting, the
members shall elect one (1) director for a term of one (1) year, one (1)
director for a term of two (2) years, and the remaining directors for a term
of three (3) years; and at each annual meeting thereafter, the members shall
elect a director to each vacancy for a term of three (3) years.

Section 3. Removal. After the first annual meeting of the members,
any director may be removed from the Board, with or without cause, by a
majority vote of the members of the Association. Prior to the first annual
meeting of the members, any director may be removed from the Board, with
or without cause, by the Declarant. In the event of death, resignation or
removal of a director, his successor shall be selected by the remaining
members of the Board and shall serve for the unexpired term of his
predecessor.

Section 4. Compensation. No director shall receive compensation
for any service he may render to the Association. However, any director
may be reimbursed for his actual expenses incurred in the performance of
his duties.

Section 5. Action Taken Without a Meeting. The directors shall
have the right to take any action in the absence of a meeting which they
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could take at a meeting by obtaining the written approval of all the
directors and such approval is filed with the minutes of the proceedings of
the Board of Directors. Any action so approved shall have the same effect
as though taken at a meeting of the directors.

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ARTICLE V
Nomination and Election of Directors

Section 1. Nomination. Nomination for election to the Board of
Directors, commencing with the first annual meeting of members, shall be
made by a Nominating Committee. Nominations may also be made from the
floor at the annual meeting. The Nominating Committee shall consist of a
Chairman, who shall be a member of the Board of Directors, and two or more
members of the Association. The Nominating Committee shall be appointed
by the Board of Directors prior to each annual meeting of the members to
serve from the close of such annual meeting until the close of the next
annual meeting. The Nominating Committee shall make as many nominations
for election to the Board of Directors as it shall in its discretion determine, but
not less than the number of vacancies that are to be filled. Such
nominations may be made from among members or non-members.

Section 2. Election. Election to the Board of Directors shall be by
secret written ballot. At such election the members or their proxies may
cast, in respect to each vacancy, as many votes as they are entitled to
exercise under the provisions of the Declaration. The persons receiving
the largest number of votes shall be elected. Cumulative voting is not
permitted.

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ARTICLE VI
Meetings of Directors

Section 1. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place as shall be determined, from
time to time, by a majority of the Directors, but at least two (2) such
meetings shall be held during each fiscal year. Notice of regular meetings
of the Board of Directors shall be given to each Director, personally or by
mail, telephone or telegraph, at least six (6) days prior to the date named
for such meeting.

Section 2. Special Meetings. Special Meetings of the Board of
Directors may be called by the President on three (3) days' notice of each
Director, given personally or by mail, telephone or telegraph, which notice
shall state the time, place and purpose of the meeting. Special meetings of
the Board of Directors shall be called by the President or Secretary in like
manner and on like notice on the written request of any two (2) of the
Directors.

Section 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act or decision

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done or made by a majority of the directors present at duly held meeting at
which a quorum is present shall be regarded as the act of the Board.

Section 4. Rights of Mortgagees. Any institutional mortgagee of
any Lot who desires notice of the regular and special meetings of the Board
of Directors shall notify the Secretary to that effect by Registered Mail -
Return Receipt Requested. Any such notice shall contain the name and
post office address of such institutional mortgagee and the name of the
person to whom notice of the regular and special meetings of the Board of
Directors should be addressed. The Secretary of the Association shall
maintain a roster of all institutional mortgagees from whom such notices
are received and it shall be the duty of the Secretary to mail or otherwise
cause the delivery of a notice of each regular or special meeting of the
Board of Directors to each institutional mortgagee, in the same manner, and
subject to the same requirements and limitations, as are otherwise provided
in this Article for notice to the members of the Board of Directors. Any
such institutional mortgagee shall be entitled to designate a representative
to attend any regular or special meeting of the Board of Directors and such
representatives may participate in the discussion at any such meeting and
may, upon his request made to the Chairman in advance of the meeting,
address the members of the Board of Directors present at any such meeting.
Such representative shall be entitled to copies of the minutes of all
meetings of the Board of Directors upon request made in writing to the
Secretary.

Section 5. Fidelity Bonds. The Board of Directors shall require that
all officers, Directors and employees of the Association regularly handling
or otherwise responsible for the funds of the Association shall furnish
adequate fidelity bonds or equivalent insurance against acts of dishonesty.
The premiums on such bonds or insurance shall be paid by the Association.

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ARTICLE VII
Powers and Duties of the Board of Directors

Section 1. Powers. The Board of Directors shall have the power to:

(a) adopt and publish rules and regulations governing the use of the
Property, and the personal conduct of the members and their guests thereon,
and to establish penalties for the infraction thereof;

(b) suspend the voting rights and right to use of the Common Areas
and recreational facilities of a member during any period in which such
member shall be more than thirty (30) days delinquent in the payment of any
assessment levied by the Association. Such rights may also be suspended
for a period not to exceed sixty (60) days for the infraction of published rules
and regulations;

(c) exercise for the Association all powers, duties and authority
vested in or delegated to this Association and not reserved to the
membership by other provisions of these By-Laws, the Articles of
Incorporation, or the Declaration;

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(d) declare the office of a member of the Board of Directors to be
vacant in the event such members shall be absent from three (3) consecutive
regular meetings of the Board of Directors; and

(e) employ a manager, an independent contractor, or such other
employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate
affairs and to present a statement thereof to the members at the annual
meeting of the members, or at any special meeting when such statement is
requested in writing by one-fourth (1/4) of the Class A members who are
entitled to vote;

(b) supervise all officers, agents and employees of this Association,
and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot
at least thirty (30) days in advance of each annual assessment period;

(2) send written notice of each assessment to every Owner
subject thereto at least thirty (30) days in advance of each annual
assessment period; and

(3) when determined necessary, foreclose the lien against any
property for which assessments are not paid within ten (10) days after due
date or to bring an action at law against the owner personally obligated to
pay the same.

(d) issue, or cause an appropriate officer to issue, upon demand by
any person, a certificate setting forth whether or not any assessment has
been paid. A reasonable charge may be made by the Board for the issuance
of these certificates. If a certificate states an assessment has been paid,
such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on
property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities to
be bonded, as it may deem appropriate;

(g) cause the Common Area to be maintained;

(h) otherwise perform or cause to be performed the functions and
obligations of the Board and the Association as provided for in the
Declaration and Articles of Incorporation and these By-Laws.

Section 3. Management Agent. The Board of Directors may employ
for the Association a management agent or manager (the "Management
Agent") at a rate of compensation established by the Board of Directors to
perform such duties and services as the Board of Directors shall from time to

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time authorize in writing. Any management agreement entered into by the
Association shall provide, inter alia, that such agreement may be
terminated for cause by either party upon thirty (30) days' written notice
thereof to the other party. The term of any such management agreement
shall not exceed one year; provided, however, that the term of any such
management agreement may be renewable by mutual agreement of the
parties for successive one-year periods. If the standards and regulations
of FNMA and/or FHLMC prohibit self-management by the Association and
FNMA and/or FHLMC holds an interest in a first mortgage or deed of trust
against and Lots, then no such self-management shall by undertaken by the
Association, without the prior written consent and approval of all of the
holders of the first mortgages of record on the Lots.

Provided that any Lot subject to these By-Laws is then encumbered by
a deed of trust or mortgage which is insured by the Federal Housing
Administration or guaranteed by the Veterans Administration, and,
provided, further, that FHA and/or VA standards and regulations prohibit
self-management of the Association, then no such self-management shall be
undertaken by the Association without the prior written consent and
approval of FHA or VA, as the circumstances may require.

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ARTICLE VIII
Officers and Their Duties

Section 1. Enumeration of Officers. The officers of this
Association shall be a President and Vice President, who shall at all times be
members of the Board of Directors, a Secretary, and a Treasurer, and such
other officers as the Board may from time to time by resolution create, all
of which officers are to be elected by the Board of Directors.

Section 2. Election of Officers. The election of officers shall take
place at the first meeting of the Board of Directors following each annual
meeting of the members; provided that the initial Board of Directors shall
elect the first group of officers at its first organizational meeting.

Section 3. Term. The officers of this Association shall be elected
annually by the Board and each shall hold office for one (1) year or until his
successor is duly elected and qualified, unless he shall sooner resign, or
shall be removed, or otherwise be disqualified to serve.

Section 4. Special Appointments. The Board may elect such other
officers as the affairs of the Association may require, each of whom shall
hold office for such period, have such authority, and perform such duties as
the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed
from office with or without cause by the Board. Any officer may resign at
any time by giving written notice to the Board, the President or the Secretary.
Such resignation shall take effect on the date of receipt of such notice or at
any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

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Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy shall
serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of Secretary and
Treasurer may be held by the same person, but in no event shall the same
officer execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law, the Declaration, the
Articles of Incorporation or these By-Laws to be executed, acknowledged or
verified by two (2) or more officers. No person shall simultaneously hold
more than one (1) of any of the other offices except in the case of special
offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President

(a) The President shall preside at all meetings of the Board of
Directors; shall see that orders and resolutions of the Board are carried out;
shall sign all leases, mortgages, deeds and other written instruments and
shall co-sign all checks and promissory notes.

Vice President

(b) The Vice President shall act in the place and stead of the
President in the event of his absence, inability or refusal to act, and shall
exercise and discharge other such duties as may be required of him by the
Board.

Secretary

(c) The Secretary shall record the votes and keep minutes of all
meetings and proceedings of the Board and of the members; keep the
corporate seal of the Association and affix it on all papers requiring said
seal; serve notice of meetings of the Association together with their
addresses, and shall perform such other duties as required by the Board.

Treasurer

(d) The Treasurer shall receive and deposit in appropriate bank
accounts all moneys of the Association and shall disburse such funds as
directed by resolution of the Board of Directors; shall sign all checks and
promissory notes of the Association; keep proper books of account, cause an
annual audit of the Association books to be made by a public accountant at
the completion of each fiscal year; and shall prepare an annual budget and a
statement of income and expenditures to be represented to the membership
at its regular annual meeting, and deliver a copy of each to the members.

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ARTICLE IX
Liability and Indemnification of Officers and Directors

The Association shall indemnify every officer and director of the

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Association against any and all expenses, including counsel fees, reasonably
incurred by or imposed upon an officer or director in connection with any
action, suit or other proceeding (including the settlement of any such suit
or proceeding if approved by the then Board of Directors of the Association)
to which he may be made a party by reason of being or having been an officer
or director of the Association, whether or not such person is an officer of
director as the time such expenses are incurred. The officers and
directors of the Association shall not be liable to the members of the
Association for any mistake of judgment, negligence or otherwise, except
for their own individual willful misconduct or bad faith. The officers and
directors of the Corporation shall have no personal liability with respect to
any contract or other commitment made by them, in good faith, on behalf of
the Association and the Association shall indemnify and forever hold each
such officer and director free and harmless against any and all liability to
others on account of any such contract or commitment. Any right to
indemnification provided for herein shall not be exclusive of any other
rights to which any officer or director of the Association may be entitled.
The Association shall indemnify the directors and officers to the full extent
permitted by Section 2-418 Corps. and Assoc. Art., Md. Ann. Code, as
amended, or other applicable law. If any of the provisions of this Article
are inconsistent with the statute(s), then the provisions of the statute(s)
shall be controlling.

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ARTICLE X
Committees

The Association shall appoint an Architectural Control Committee, as
provided in the Declaration, and a Nominating Committee, as provided in
these By-Laws. In addition, the Board of Directors shall appoint other
committees as deemed appropriate in carrying out its purpose.

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ARTICLE XI
Insurance

Section 1. Optional Coverage. The Board of Directors of the
Association, or its duly-authorized agent, shall have the authority to obtain
insurance for all or any of the residential units located on the Property,
unless the Owners thereof have supplied proof of adequate coverage to the
Board of Directors' satisfaction, against loss or damage by fire or other
hazards in an amount sufficient to cover the full replacement cost of any
repair or reconstruction work in the event of damage or destruction from
any insured hazard. The insurance proceeds payable on account of loss or
damage to the Lot shall be applied to repair or restoration of the damaged
property in substantial conformity to the original plans and specifications.

Section 2. Required Coverage. The Board of Directors of the
Association, or its duly-authorized agent, shall be required to obtain,
maintain and pay the premiums, as a common expense, upon a policy of
property insurance covering all Common Areas (except land, foundation,
excavation and other items normally excluded from coverage) including

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fixtures and building service equipment, to the extent that they are a part
of the Common Areas of the Association, as well as common personal
property and supplies.

The insurance policy shall afford, as a minimum, protection against
loss or damage by fire and other perils normally covered by the standard
extended coverage endorsement, as well as all other perils which are
customarily covered with respect to projects similar in construction,
location and use, including all perils normally covered by the standard "All
Risk" endorsement, where such is available. The policy shall be in an
amount equal to one hundred percent (100%) of the current replacement cost
of the Common Areas (less a deductible deemed reasonable by the Board of
Directors) and shall name the Association as the named insured.

Each hazard insurance policy must be written by a hazard insurance
carrier which has a current rating by Best's Insurance Reports of B/VI or
better (or its equivalent). Hazard insurance policies are also acceptable
from any insurance carrier which has a financial rating by Best's Insurance
Reports of Class V, provided it has a general policyholder's rating of at
least "A". Each insurer must be specifically licensed or authorized by law
to transact business within the State of Maryland. The policy contract
shall provide that no assessment may be made against the mortgagees, and
that any assessment made against others may not become a lien on the
mortgages premises superior to the first mortgage.

All policies of hazard insurance must contain or have attached the
standard mortgagee clause commonly acceded by private institutions as
mortgage investors in the area in which the mortgaged premises are located.
The mortgagee clause must provide that all property insurance policies must
provide an Agreed Amount and Inflation Guard Endorsement, if available,
and a Construction Code Endorsement if the Common Areas in the
Association are subject to a construction code provision which would
become operative and require changes to undamaged portions of the
building(s), thereby imposing significant costs in the event of partial
destruction of the project by an insured peril.

If any portion of the Common Areas are in a special flood hazard area,
as defined by the Federal Emergency Management Agency, the Board of
Directors of the Association, or its duly-authorized agent, shall be required
to obtain, maintain and pay, as a common expense, the premiums upon a
"master" or "blanket" policy of flood insurance on Common Area buildings
and nay other Common Area property. The policy shall be in an amount
deemed appropriate, but not less than the maximum coverage available
under the NFIP for all buildings and other insurable property within any
portion of the Common Areas located within a designated flood hazard area
or one hundred percent (100%) of current replacement cost of all such
buildings and other insurable property.

The Association shall maintain comprehensive general liability
insurance coverage covering all of the Common Areas, public ways of the
project, and other areas that are under its supervision (including, but not
limited to, commercial spaces, if any, owned by the Association, whether or
not they are leased to third parties). Coverage limits shall be in amounts
generally required by private institutional mortgage investors for projects

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similar in construction, location and use. However, such coverage shall be
for at least One Million Dollars ($1,000,000) for bodily injury and property
damage arising out of a single occurrence. Coverage under this policy
shall include, without limitation, legal liability of the insured for property
damage, bodily injuries and deaths of persons in connection with the
operation and maintenance or use of the Common Areas, and legal liability
arising out of lawsuits related to employment contracts in which the
Association is a party. Such insurance policy shall contain a "severability
of interest" clause or endorsement which shall preclude the insurer from
denying the claim of an Owner because of negligent acts of the Association
or other Owners. Such policies must provide that they may not be canceled
or substantially modified, by any party, without at least ten (10) days' prior
written notice to the Association.

Blanket fidelity bonds shall be required to be maintained by the
Association for all officers, directors, managers, trustees, employees and
volunteers of the Association and all other persons handling or responsible
for funds held or administered by the Association, whether or not they
receive compensation for their services. Where the Association has
delegated some or all of the responsibility for the handling of funds to a
management agent, such management agent shall be covered by its own
fidelity bond. Except for fidelity bonds that a management agent obtains
for its personnel, all other bonds should name the Association as an obligee
and should have their premiums paid as a common expense by the
Association. The total amount of fidelity coverage required shall be
sufficient to cover the maximum funds that will be in the custody of the
Association or management agent at any time, but must at least equal the
sum of three (3) months' assessments on all Lots within the Property, plus
the Association's reserve funds. The bonds shall provide that they cannot
be canceled or substantially modified (including cancellation for
nonpayment of premium) without at least ten (10) days' prior written notice
to the Association and to all Eligible Mortgage Holders.

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ARTICLE XII
Casualty Damage Reconstruction or Repair

Section 1. Repair and Reconstruction of Common Areas After Fire or
Other Casualty. Except as hereinafter provided (and inconsistent
herewith), in the event of damage to or destruction of any portion of the
Common Areas covered by insurance payable the Association as a result of
fire or other casualty, the Board of Directors shall arrange for the prompt
repair and restoration thereof, and the Board of Directors or the Insurance
Trustee (as hereinafter defined), as the case may be, shall disburse the
proceeds of all insurance policies to the contractors engaged in such repair
and restoration, as provided below.

The Insurance Trustee may rely upon a certificate of the Board of
Directors which certifies whether or not the damaged Property is to be
reconstructed or repaired. The Board of Directors, upon request of the
Insurance Trustee, shall deliver such certificate as soon as practicable.

Immediately after a casualty causing damage to the Common Areas for

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which the Association has the responsibility of maintenance, repair, and/or
replacement, the Board of Directors shall obtain reliable and detailed
estimates of the cost to place the damaged portions of the Common Areas in
as good a condition as existed before the casualty. Such costs may include
professional fees and premiums for such bonds as the Board of Directors
desire.

In the event of reconstruction or repair (as estimated by the Board of
Directors) which shall exceed Twenty-five Thousand Dollars ($25,000), all
proceeds of insurance shall be paid over to a trust company or bank having
trust powers and authorized to engage in the trust business in the State of
Maryland (hereinafter the "Insurance Trustee"), selected by the Board of
Directors and shall be paid out from time to time as the reconstruction and
repair progresses in accordance with provisions of an Insurance Trust
Agreement and which contains, inter alia, the following provisions:

(a) The reconstruction or repair shall be in the charge of an
architect or engineer, who may be an employee of the Association, and
hereinafter call the "Architect;"

(b) any restoration or repair of the project shall be performed
substantially in accordance with the Declaration and the original plans and
specifications, unless other action is approved by at least fifty-one percent
(51%) of the Eligible Mortgage Holders (based upon one vote for each first
mortgage owned), and two-thirds (2/3) of the owners (other than the
Declarant);

(c) each request for an advance of the proceeds of insurance shall
be made to the Insurance Trustee and shall be accompanied by a certificate
from the Architect and Board of Directors to the effect that (i)all work
then completed has been performed in accordance, with the plans and
specifications; and (ii)the amount requested to be advanced is required to
reimburse the Board of Directors for payments previously made by the Board
of Directors or is due to the contractor responsible for the restoration or
repair, or to subcontractors, materialmen, laborers, engineers, architects
or to other persons responsible for services or materials in connection with
such restoration or repair, or for fees or the like necessarily incurred in
connection with the same; and (iii)when added to amounts previously
advanced by the Insurance Trustee, the amount requested to be advanced
does not unreasonably exceed the value of the work done and materials
delivered to the date of such requests;

(d) each request for an advance of the proceeds on insurance shall
be accompanied by satisfactory waivers of liens covering that portion of
the repair or reconstruction for which payment or reimbursement is being
requested, together with appropriate evidence from a title insurance
company or the like to the effect that there has not been filed with respect
to the Common Areas, or any part thereof, any mechanics' or other lien, or
notice of intention to file the same, which has not been dismissed, bonded,
or satisfied or record;

(e) the fees and expenses of the Insurance Trustee, as agreed upon
by the Board of Directors and Insurance Trustee, shall be paid by the
Association as a common expense, and such fees and expenses may be

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deducted from any insurance proceeds in the hands of the Insurance
Trustee, pro rata, as the reconstruction or repair progresses;

(f) such other provisions not inconsistent with provisions hereof
as the Board of Directors or the Insurance Trustee may reasonable require.

Upon completion of the reconstruction or repair and payment in full of
all amounts due on account thereof, any proceeds of insurance then in the
hands of the Insurance Trustee shall be paid to the Board of Directors if
such funds relate to Common Areas, or (ii)to the Owner of any Lot to which
any such proceeds may relate.

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ARTICLE XIII
Books and Records - Fiscal Management

Section 1. Fiscal Year. The fiscal year of the Association shall
begin on the first day of January every year, except for the first fiscal year
of the Association which shall begin at the date of recordation of the
Declaration among the Land Records for Prince George's County, Maryland.
The commencement date of the fiscal year herein established shall be
subject to change by the Board of Directors should the practice of the
Association subsequently dictate.

Section 2. Principle Office - Change of Same. The principle office
of the Association shall be as set forth in Article II of the Articles of
Incorporation of the Association. The Board of Directors, by appropriate
resolution, shall have the authority to change the location of the principle
office of the Association from time to time.

Section 3. Books and Accounts. Books and accounts of the
Association shall be kept under the direction of the Treasurer in accordance
with generally accepted accounting practices, consistently applied. The
same shall include books with detailed accounts, in chronological order, of
receipts and of the expenditures and other transactions of the Association
and its administration and shall specify the maintenance and repair
expenses of the Common Areas services required or provided with respect to
the same and any other expenses incurred by the Association. The amount
of any assessment or portion of any assessment, required for payment of any
capital expenditure or reserves of the Association shall be credited upon
the books of the Association to the "Paid-in-Surplus" account as a capital
contribution by the members.

Section 4. Auditing. At the close of each fiscal year, the books and
records of the Association shall be audited by an independent Public
Accountant whose report shall be prepared in accordance with generally
accepted auditing standards.

Section 5. Inspection of Books. The books and accounts of the
Association, vouchers accrediting the entries made thereupon and all other
records maintained by the Association, shall be available for examination by
the members and their duly authorized agents or attorneys, and to the
institutional holder of any first mortgage on any Lot and its duly authorized

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agents or attorneys, during normal business hours and for purposes
reasonably related to their respective interests and after reasonable
notice. The Declaration, the Articles of Incorporation and the By-Laws of
the Association shall be available for inspection by any member at the
principal office of the Association, where copies may be purchased at
reasonable cost.

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ARTICLE XIV
Assessments

As more fully provided in the Declaration, each member is obligated to
pay to the Association annual and special assessments which are secured by
a continuing lien upon the property against which the assessment is made.
Any assessments which are not paid when due shall be delinquent. If the
assessment is not paid within ten (10) days after the due date, the
assessment shall bear interest from the day of delinquency at the rate of
eighteen percent (18%) per annum, and the Association may impose a "late
charge" and bring an action at law against the Owner personally obligated
to pay the same or foreclose the lien against the property, and in either
event, interest, costs, and reasonable attorneys' fees of any such action
shall be added to the amount of such assessment. No Owner may waive or
otherwise escape liability for the assessments provided for herein by non-
use of the Common Area or abandonment of his Lot.

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ARTICLE XV
Corporate Seal

The Association shall have a seal in circular form having within it
circumference the words: EVERGREEN ESTATES HOMEOWNERS ASSOCIA-
TION, INC., a Maryland Corporation.

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ARTICLE XVI
Amendments

Section 1. Any provision in these By-Laws that is also contained in
the Declaration may be amended only pursuant to Article X of the
Declaration. In addition, amendments to these By-Laws shall be subject to
the provisions of the Declaration that require certain approvals or voting
percentages for designated amendments. Otherwise, these By-Laws may
be amended, by a vote of a majority of the members of the Association,
provided, however, that if there are then Class B memberships of the
Association outstanding, these By-Laws shall not be amended without the
prior written approval of the Federal Housing Administration and the
Veterans Administration.

Section 2. In the case of any conflict between the Articles of
Incorporation and these By-Laws, the Articles shall control; and in the case
of any conflict between the Declaration and these By-Laws, the Declaration
shall control.

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ARTICLE XVII
Interpretation - Miscellaneous

Section 1. Definitions. All of the terms hereof, except where
clearly repugnant to the context, shall have the same meaning as they are
defined to have in the Declaration.

Section 2. Notices. Unless another type of notice is
hereinelsewhere specifically provided for, any and all notices called for in
these By-Laws shall be given in writing.

Section 3. Severability. In the event any provision or provisions of
these By-Laws shall be determined to be invalid, void or unenforceable,
such determination shall not render invalid, void or unenforceable any other
provisions hereof which can be given effect.

Section 4. Waiver. No restriction, condition, obligation or
provisions of these By-Laws shall be deemed to have been abrogated or
waived by reason of any failure of failures to enforce the same.

Section 5. Captions. The captions contained in these By-Laws are
for convenience only and are not a part of these By-Laws and are not
intended in any way to limit or enlarge the terms and provisions of these By-
Laws or to aid in the construction thereof.

Section 6. Gender, etc.. Whenever in these By-Laws the context so
requires the singular number shall include the plural and the converse, and
the use of any gender shall be deemed to include all genders.

IN WITNESS WHEREOF, we, being all of the Directors of EVERGREEN
ESTATES HOMEOWNERS ASSOCIATION, INC., have hereunto set our hands
this 9th day of October, 1987.

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