1. Maintenance Corporation Agreement.

MAINTENANCE DECLARATION
OF
[PLAN NAME ] MAINTENANCE CORPORATION

THIS DECLARATION, made this _____ day of ________, ___, by [name of property owner ], [a corporation of the State of Delaware], hereinafter referred to as Declarant.

WHEREAS, Declarant is the owner of a certain parcel of land situate in _____ Hundred, New Castle County, State of Delaware, being _____ acres, as shown on the Record Major Land Development of [Plan Name ] prepared by [name of engineering firm ], dated ________ and revised to ________, ___, which land is designated for the construction of [types of uses ] with appurtenant common facilities; and

WHEREAS, Declarant desires to impose upon said lands and to bind itself, its successors, and assigns, who is the owner of said parcel of land, to certain covenants.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

That the Declarant does covenant and declare that it shall hold and stand seized of all that certain parcel of land situate in [name of hundred ] New Castle County and State of Delaware, as it appears on the Record Major Land Development of [Plan Name ] under and subject to the following covenants and agreements which shall be covenants running with the land and which shall be binding upon the Declarant, its successors and assigns, for the benefit of all owners of lots appearing on said Plan of [Plan Name ], and for the benefit of New Castle County.

1.

In order that the private open spaces and common facilities, as set forth on said Plan, shall be maintained according to the provisions of New Castle County, State and federal law, there shall be organized as provided in Paragraph 2 hereof, a maintenance corporation, hereinafter referred to as "Corporation," whose members shall be the record owners of lots shown on said Plan.

(a)

The purchaser of any lot of land by the acceptance of a deed to said land, obligates and binds himself or herself, his or her heirs and assigns to become a member of the aforesaid Corporation and to be bound by all of its rules and regulations and to be subject to all of the duties and obligations imposed by membership in said Corporation.

(b)

Each owner of any lot, by acceptance of a deed therefor, is deemed to covenant and agree to pay to the Corporation, when necessary, annual assessments or charges, such assessments to be fixed, established and collected from time to time as hereinafter provided; provided, that all assessments must be fixed at a uniform rate for all lots. However, such obligation to pay any annual assessment or charge to said Corporation shall not commence until such time that the Board of Directors of said Corporation is comprised of homeowners of [Plan Name ]. The owner of any lot agrees, at the time of settlement for the purchase of said lot, to sign a confession of judgment obligating him or her to pay to the maintenance corporation his or her share of the costs associated with the maintenance of the common facilities within the subdivision. The assessments levied by the Corporation shall be used exclusively for the purpose of maintaining said open space and common facilities and any other allowable purpose as stated in the Bylaws of said Corporation.

(c)

An annual assessment, if necessary, shall be set by a majority vote of the members who are voting in person or by proxy at the annual meeting, and any special assessments shall be set by a majority vote of the members who are voting in person or by proxy at the annual meeting or at a meeting duly called for this purpose.

(d)

Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within 30 days after the due date, the assessment shall bear interest from the date of delinquency at any rate of [_____] per centum (%) per annum, and the maintenance corporation may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney's 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 nonuse of the open space or common facilities or abandonment of his or her lot.

(e)

It is expressly agreed that the assessments referred to above shall be a lien or encumbrance on the land in respect to which said assessments are made and it is expressly stated that by acceptance of title to any of the land included in said tract the owner (not including mortgagee) from the time of acquiring title thereto shall be held to have covenanted and agreed to pay said assessments to the Corporation, including prior unpaid assessments.

(f)

By his or her acceptance of title, each owner shall be held to vest in the maintenance corporation the right and power in its own name to take and prosecute all actions or suits, legal, equitable or otherwise, which may be, in the opinion of the Corporation, necessary or advisable for the collection of such assessments.

(g)

Said assessments shall be subordinate in lien to the lien of any mortgage or mortgages on any property which is subject to such charges regardless of when said mortgage or mortgages were created or when such charges accrued; provided, that such subordination shall apply only to charges that shall have become payable prior to the passing of title under foreclosure, of such mortgage or mortgages, and the transferees shall not be liable for payment of any assessment accruing prior to said foreclosure, but nothing herein shall be held to affect the rights herein given to enforce the collection of such charges accruing after sale under foreclosure of such mortgage or mortgages; and provided, further, that such charges accruing after the sale shall also be subordinate in lien to the lien of any further mortgage or mortgages which are placed on property subject to such charges, with the intent that no such charges shall at any time be prior in lien of any mortgage or mortgages whatsoever on such property.

(h)

Declarant hereby grants to New Castle County, its successors and assigns, the right, privilege and authority to enter upon said premises and maintain said open space and common facilities at the expense of the owners of said lots. In the event that New Castle County elects to maintain the common facilities as set forth above, all expenses of maintenance shall be assessed pro rata against the owners of each lot, and shall be collectible by New Castle County, as provided in New Castle Code Chapter 40, Article 27, or in the manner set forth above in relation to collection by the Corporation. The provisions of paragraph 1(g) above notwithstanding, any lien for such expenses or maintenance asserted by the County and filed with the Recorder of Deeds in accordance with New Castle County Code shall be a lien from the time of recording and shall have priority in relation to other liens, either general or special, including mortgages and other liens according to the time of recording of such liens in the proper office, as in the said Section provided.

2.

Declarant shall incorporate under the laws of the State of Delaware, prior to the recordation of the Plan, a nonprofit corporation to be known as a "maintenance corporation" for the benefit of all owners, which maintenance corporation shall be charged with the duty of maintaining said open space and common facilities in the condition required by the New Castle County Code.

3.

These covenants and restrictions shall be taken to be real covenants running with the land and binding thereon perpetually.

4.

Declarant, for itself, its successors and assigns, grants to the lot owners the free and uninterrupted use of all the common facilities as shown on the said Plan of [Plan Name ] in common with others entitled thereto forever. Each lot owner, by acceptance of a deed, grants to all other lot owners, their guests, invitees and licensees the free and uninterrupted use of all the common facilities and grants to the maintenance corporation the right to come upon any lot owner's lot for purposes of maintaining the common facilities.

5.

The following definitions are applicable hereto:

(a)

"Corporation" shall mean and refer to the "maintenance corporation," its successors and assigns, and to the proper-named corporate entity to be formed as provided hereunder.

(b)

"Lot" shall mean and refer to each of the lots as shown on the Record Major Land Development of ___________.

(c)

"Member" shall mean and refer to every person or entity who holds membership in the corporation.

(d)

"Owner" shall mean and refer to the record owner of a fee simple title to any of the lots as shown on the said Plan of ___________.

(e)

"Declarant" shall mean and refer to ___________, [a corporation of the State of Delaware, its successors and assigns.]

(f)

"Common Facilities" shall mean and refer to all private open space designated on the record plan and also any common areas or common amenities that may be depicted on the record plan including, but not limited to, streets, unless accepted for dedication by DelDOT, curbs, sidewalks, storm water management facilities including recharge systems, parks, recreational facilities, fire hydrants, landscaping, parking areas, rights-of-way, easements, monuments and markers, and all improvements now and hereafter located thereon. [note that the assigned Planner may want to modify this standard definition depending on your particular plan]

6.

The foregoing covenants may not be modified, amended or altered in whole or in part, except by the consent of [designate percentage ] lot owners and of the New Castle County Council. Provided, however, that this Maintenance Declaration may be amended with the consent of New Castle County Council and without the consent of the lot owners where said amendment would expand this declaration to encompass additional lots depicted on a contiguous Record Minor/Major Land Development, or an enlarged or re-subdivided Record Major Land Development of [Plan Name ] and where said amendment(s) would be necessary so that the new expanded Maintenance Declaration would fully comply with the then current New Castle County Code.

IN WITNESS WHEREOF, the said [Corporation ] a Delaware corporation, has caused its name by ___________, its President, to be hereunto set, and the common and corporate seal of said corporation to be hereunto affixed, duly attested by its Secretary the day and year first above written.

SEALED AND DELIVERED

BE IT REMEMBERED that on this _____ day of ________, ___, personally appeared before me, the Subscriber, a notary public for the State of Delaware, ___________, President of ___________, a corporation existing under the laws of the State of Delaware, party to this Indenture, known to me personally to be such, and acknowledged this Indenture to be his or her act and deed and the act and deed of said corporation, that the signature of the President thereto is in his or her own proper handwriting and seal affixed is the common and corporate seal of said corporation, and that his or her act of sealing, executing and delivering said Indenture was duly authorized by a resolution of the Board of Directors of said corporation.

GIVEN under my hand and seal of office, the day and year aforesaid.

My Commission Expires:________

2. Bylaws of Maintenance Corporation.

BYLAWS
OF
[PLAN NAME ] MAINTENANCE CORPORATION

ARTICLE I
NAME AND LOCATION

The name of the corporation is [Plan Name ] Maintenance Corporation, hereinafter referred to as the "Corporation".

The principal office of the Corporation shall be located at the home of the acting [President or other Director ] of the Corporation, but meetings of members and directors may be held at such places within the State of Delaware, County of New Castle, as may be designated by the Board of Directors.

The name and address of the Corporation's registered agent in the State of Delaware is as set forth in the Certificate of Incorporation.

ARTICLE II
CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation and the year of its incorporation.

ARTICLE III
MEETING OF MEMBERS

Section 1. First Meeting of the Members. The first meeting of the members shall be called by the initial Board of Directors and shall be for the purpose of nominating a Board of Directors consisting of homeowners of the [Plan Name ]. The initial Board of Directors shall send each homeowner notice of the meeting at least thirty (30) days before the meeting. The notice shall specify the place, day, and hour of the meeting and shall state that the purpose of the meeting is to nominate a new Board of Directors. The notice shall list each office and describe the duties associated with such office. Nominations shall be accepted by proxy received by the initial Board of Directors prior to the end of the first meeting. In addition to nominations received by proxy, nominations may be made at the meeting. A list of nominations, including the offices that the nominee is interested, shall be prepared by the initial Board of Directors. Within ten (10) business days of the first meeting, the initial Board of Directors shall notice a second meeting for the purpose of electing a Board of Directors. The minutes of the first meeting, the list of nominees, and notice of the second meeting, including the place, day, and hour of the second meeting, shall be mailed, postage prepaid, to each member entitled to vote at such meeting. The second meeting shall be held within twenty (20) business days from the date noticing such meeting. The initial Board of Directors shall oversee the election and shall remain in office until another Board is duly elected. Elections shall be by ballot, by plurality vote. Notwithstanding any contrary provision in the governing documents, quorum requirements for nomination and election of the first Board of Directors consisting of homeowners shall be duly satisfied if the meetings are properly noticed in conformance with this section.

Section 2. Annual meetings. After the first Board of Directors comprised of homeowners is elected, each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year following the first election meeting, at which meeting they shall elect by ballot, by plurality vote, a Board of Directors and may transact such other business as may come before the meeting. If the day for the annual meeting of the members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.

Section 3. Special meetings. Special meetings of the members may be called at any time by the President and must be called on the request, in writing or by the vote of the majority, of the Directors, or at the request in writing of five (5) or more members of the Corporation.

Section 4. Notice of meetings. Except as otherwise noted herein, 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 the notice, postage prepaid, at least fifteen (15) days before the meeting to each member entitled to vote at the meeting, addressed to the member's address last appearing on the books of the Corporation, or supplied by the member to the Corporation for the purpose of notice. The notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. No change in the time or place of a meeting for the election of Directors, as fixed by these Bylaws, shall be made within ten (10) next before the day on which such election is to be held. In case of any change in such time or place for such election of Directors, notice thereof shall be given to each member entitled to vote in person, or mailed to his or her last known post office address, at least ten (10) days before the election is held.

Section 5. List of members. A complete list of members entitled to vote, arranged in alphabetical order, shall be prepared by the Secretary and shall be open to the examination of any member at the principal office of the Corporation and the place of election, for ten (10) days prior thereto, and during the whole term of the election.

Section 6. Proxies. Each member entitled to vote shall, at every meeting of the members, be entitled to vote in person or by proxy, in writing and signed by him or her, but no proxy shall be voted after one (1) year from its date, unless it provides for a longer period. Every proxy shall be revocable and shall automatically cease upon conveyance of the lot. Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting members as hereinafter provided and if the Directors shall not have exercised such right, no vote shall be cast at any election for Directors by anyone who shall have accepted membership in the Corporation within ten (10) days of such election. Only one (1) vote shall be cast with respect to each lot in the [Plan Name ]. In the event that members who hold title to any lot either by the entireties, or as joint tenants, or as tenants in common, attempt to cast the vote for such lot in conflicting ways, such vote shall be recorded as a fractional vote.

Section 7. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, thirty (30) percent of the total members entitled to vote shall constitute a quorum (counting one (1) member for each lot regardless of the number of persons holding title to such lot) for any action except as otherwise provided in the Articles of Incorporation, the Maintenance Declaration, or these Bylaws. If, however, a quorum shall not be present at any meeting, the members entitled to vote there shall have the power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE IV
BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE

Section 1. Number. The property and business of the Corporation shall be managed and controlled by its Board of Directors, consisting of two (2) or more Directors, not to exceed eight (8). Directors must be members of the Corporation.

Section 2. Election. At the second meeting of the Corporation, the members shall elect the Directors for a one-year term. The Directors shall hold office until the next annual election and until their successors are elected and qualify.

Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Corporation. In the event of death, resignation or removal of a Director, a successor shall be selected by the remaining members of the Board, though less than a quorum, by majority vote, and shall serve for the unexpired term of his or her predecessor.

Section 4. Compensation. No Director shall receive compensation for any service rendered to the Corporation. However, any Director may be reimbursed for actual expenses incurred in the performance of his or her 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 could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V
MEETING OF DIRECTORS

Section 1. Regular meetings. After each annual election of Directors, the newly elected Directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such place and time as shall be fixed by the members at the annual meeting, and if a majority of the Directors be present at such place and time, no prior notice of such meeting shall be required to be given to the Directors. The place and time of such meeting may also be fixed by written consent of the Directors.

Section 2. Special meetings. Meetings of the Directors may be called by the President on five (5) days' notice in writing or on two (2) days' notice by telephone to each Director and shall be called by the President in like manner on the written request of two (2) Directors. A majority of the Directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

ARTICLE VI
POWERS AND DUTIES OF THE BOARD

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

(a)

Adopt and publish rules and regulations governing the use of the common properties and facilities, and the personal conduct of the members and their guests, and to establish penalties for infractions;

(b)

Exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Maintenance Declaration;

(c)

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

(d)

Employ a manager, an independent contractor, or other employees as they deem necessary, and to prescribe their duties.

(e)

Close the membership rolls of the Corporation for a period not exceeding ten (10) days preceding the date of any meeting of members.

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

(a)

Cause to be kept a complete record of all of its acts and corporate affairs and to present a statement of its acts and corporate affairs to the members at the annual meeting of the members or at any special meeting when the statement is requested in writing by five (5) or more members of the Corporation;

(b)

Supervise all officers, agents and employees of this Corporation, and to see that their duties are properly performed;

(c)

As more fully provided here, and in the Maintenance Declaration, to:

(1)

determine the amount of the annual assessment against each lot for approval by majority vote of Corporation's members at least thirty (30) days in advance of each annual assessment period; and

(2)

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

(d)

Issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge, not to exceed [five dollars ($5.00)], 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 Corporation;

(f)

Cause all officers, employees or independent contractors having fiscal responsibilities to be bonded, as it may deem appropriate; and

(g)

Cause all open space and common facilities to be maintained as required.

ARTICLE VII
COMMITTEES

The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate such committees as it deems necessary or desirable, each such committee to consist of two (2) or more of the Directors of the Corporation. Such committees shall meet at stated times or on notice to all by any of their own number. They shall fix their own rules of procedure. A majority shall constitute a quorum, but the affirmative vote of a majority of the whole committee shall be necessary in every case. Such committees shall have and may exercise the powers of the Board of Directors to the extent as provided in such resolution or resolutions.

ARTICLE VIII
OFFICERS OF THE CORPORATION

The officers of the Corporation shall be a President, one (1) or more Vice-Presidents, Secretary, Treasurer, and such other officers as may from time to time by [be] chosen by the Board of Directors. The President and Vice-Presidents shall be chosen from among the Directors. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.

Section 1. Duties of the President. The President shall be the chief executive officer of the Corporation. It shall be his duty to provide at all meetings of the members and Directors; to have general and active management of the business and the Corporation; to see that all orders and resolutions of the Board of Directors are carried into effect; to execute all agreements and other instruments in the name of the Corporation, and to affix the corporate seal thereto when authorized by the Board of Directors.

He shall have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed.

He shall submit a report of the operations of the Corporation for the year to the Directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.

He shall be ex-officio a member of all committees and shall have the general duties and powers of supervision and management usually vested in the office of the President of a corporation.

Section 2. Vice-President. The Vice-President or Vice-Presidents, in the order designated by the Board of Directors, shall be vested with all powers and required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors.

Section 3. President Pro Tem. In the absence or disability of the President and the Vice-Presidents, the Board may appoint from their own number a president pro tem.

Section 4. Secretary. The Secretary shall attend all meetings of the Corporation, the Board of Directors, and any committee meetings. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall give proper notice of meetings of members and Directors and shall perform such other duties as shall be assigned to him by the President or the Board of Directors.

Section 5. Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies 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.

He shall disburse the funds of the Corporation as may be ordered by the Board or President, taking proper vouchers for such disbursements, and shall render to the President and Directors, whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation, and at the regular meeting of the Board next preceding the annual members' meeting, a like report for the preceding year.

He shall keep an account of the members of record in such manner and subject to such regulations as the Board of Directors may prescribe.

He shall give the Corporation a bond, if required by the Board of Directors, in sum and in form and with corporate security satisfactory to the Board of Directors for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the Corporation. Such bond and security shall, if required, be provided at the Corporation's expense. He shall perform such other duties as the Board of Directors may from time to time prescribe or require.

Section 6. Delegation of duties. In case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by the majority of the Board, the Board of Directors may delegate his powers or duties to any other officer or to any Director for the time being.

ARTICLE IX
ASSESSMENTS

Section 1. Creation of the lien and personal obligation of assessments. By the Declaration, each member is deemed to covenant and agrees to pay to the Corporation:

(a)

Annual assessments or charges; and

(b)

Special assessments for capital improvements.

The annual and special assessments, together with interest and costs of collection, as provided below, shall be a charge on the land and shall be a continuing lien upon the property against which each assessment is made. Each assessment, together with interest, costs and reasonable attorney's fees shall also be the personal obligation of the person who was the owner of the property at the time when the assessment fell due and shall not pass to successors in title unless expressly assumed by them.

Section 2. Purpose of assessments. The assessments levied by the Corporation shall be used for the purpose of maintaining the private open spaces and common facilities in the [Plan Name ], and all improvements located thereon, including, but not limited to, any storm water management facilities, common landscaping features, and any of the other purposes as set forth in these Bylaws, the Certificate of Incorporation or Maintenance Declaration.

Section 3. Annual assessment. An annual assessment shall be set by a majority vote of the members who are voting in person or by proxy at the annual meeting.

Section 4. Special assessment for capital improvements. In addition to the annual assessments authorized above, the corporation may levy in any calendar year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement involving the open space or common facilities. A special assessment, if necessary, shall be set by a majority vote of the members who are voting in person or by proxy at the annual meeting or at a meeting duly called for this purpose.

Section 5. Uniform rate. Both annual and special assessments must be fixed at a uniform rate for all lots.

Section 6. Remedies for non-payment of assessments. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of [_____] per centum (%) per annum, and the Corporation may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney's 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 nonuse of the common area or abandonment of his or her lot.

ARTICLE X
BOOKS AND RECORDS

The books, records and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any member. The Maintenance Declaration, the Articles of Incorporation and the Bylaws of the Corporation shall be available for inspection by any member at the principal office of the Corporation, where copies may be purchased at reasonable cost not to exceed [five dollars ($5.00)] for all three (3) documents.

ARTICLE XI
CORPORATION PAYMENTS

All checks, drafts or orders for the payment of money shall be signed by the President and the Treasurer or by such other officer or officers as the members of the Corporation may approve.

ARTICLE XII
MEMBERS OF RECORD

The Corporation shall be entitled to treat the title holder or holders of record of any lot in the [Plan Name ] as members in fact of the Corporation, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such lot or memberships on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

ARTICLE XIII
FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January of each year.

ARTICLE XIV
AMENDMENT

Section 1. Amendment. These Bylaws may be amended, altered, repealed or added to at any regular meeting of the members or at any special meeting called for that purpose, by affirmative vote of seventy-five percent (75%) of the members of the Corporation at any time after the first meeting of the members of the Corporation following the election of a Board of Directors comprised of homeowners.

Section 2. Expanded duties. By vote of seventy-five percent (75%) of the members of the Corporation, the Corporation may provide for services in addition to the maintenance of private open space and common facilities. However, adoption of any such provision in these Bylaws shall place no duty or obligation on New Castle County to enforce any such additional provision.

ARTICLE XV
DEFINITIONS

The following definitions are applicable hereto:

1.

"Corporation" shall mean and refer to the "Maintenance Corporation," its successors and assigns, and to the proper-named corporate entity to be formed as provided hereunder.

2.

"Lot" shall mean and refer to each lot as shown on the Record Major Land Development of _______.

3.

"Member" shall mean and refer to every person or entity who holds membership in the Corporation.

4.

"Owner" shall mean and refer to the record owner of a fee simple title to a lot as shown on the said Plan of _______.

5.

"Declarant" shall mean and refer to ___________, a corporation of the State of Delaware, its successors and assigns.

6.

"Common facilities" shall mean and refer to all private open space designated on the record plan and also any common areas or common amenities that may be depicted on the record plan including, but not limited to, streets, unless accepted for dedication by DelDOT, curbs, sidewalks, storm water management facilities including recharge systems, parks, recreational facilities, fire hydrants, landscaping, parking areas, rights-of-way, easements, monuments and markers, and all improvements now and hereafter located thereon. [note that the assigned Planner may want to modify this standard definition depending on your particular plan]

ARTICLE XVI
INCORPORATED BY REFERENCE

All of the terms, conditions, matters and information contained and more fully set forth in the Certificate of Incorporation and Maintenance Declaration are incorporated by reference.

IN WITNESS WHEREOF, we, being all the Directors of the Corporation, have hereunto set our hands this _____ day of ________, ___.

BE IT REMEMBERED that on this _____ day of ________, ___, personally appeared before me, the Subscriber, a Notary Public for the State of Delaware, the Directors of the ___________ Corporation, a corporation existing under the laws of the State of Delaware, known to me personally to be such, and acknowledged the foregoing Bylaws.

SWORN AND SUBSCRIBED before me the day and year aforesaid.

CERTIFICATION

I, the undersigned, do hereby certify that I am the duly elected and acting secretary of the ___________ Corporation, a Delaware corporation, and that the foregoing Bylaws constitute the original Bylaws of said Corporation, as duly adopted at a meeting of the Board of Directors thereof, held on the _____ day of ________, ___.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this _____ day of ________, ___.

3. Articles of Incorporation of Maintenance Corporation.

ARTICLES OF INCORPORATION
OF
[PLAN NAME ] MAINTENANCE CORPORATION

ARTICLE I

The name of this Corporation is [Plan Name ] Maintenance Corporation.

ARTICLE II

The Corporation's registered office is located at [Delaware address of registered agent ]. The name of the initial registered agent of the Corporation is [name of registered agent ].

ARTICLE III
PURPOSE AND POWERS OF THE CORPORATION

The purpose for which the Corporation is formed is to provide that all private open space and common facilities within that certain parcel of land described as [legal description], shall be maintained according to the provisions of Chapter 40, Article 27 of the New Castle County Code, and to perform all other duties allowed by law as provided for the Corporation under a Maintenance Declaration by _______ (the "Declarant"), recorded _______, in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware, in Deed Book _____, Page _____, and the Bylaws of the [Plan Name ] Maintenance Corporation, recorded _______, in Deed Book _____, Page _____. The Corporation shall have no power or authority to sell, lease or otherwise encumber land held in the [Plan Name ] Maintenance Corporation's name without the written consent of the New Castle County Legal Department and Department of Land Use.

ARTICLE IV
STOCK ISSUANCE

The said Corporation shall not have the authority to issue capital stock.

ARTICLE V
MEMBERSHIP

The said Corporation is not a corporation organized for profit, and it shall have no capital stock. Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment by the Corporation shall be a member of the Corporation. This is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Corporation. Ownership of the lot shall be the sole qualification for membership.

ARTICLE VI
VOTING RIGHTS

At all meetings of the Corporation, the owners of each lot shall be entitled to cast such vote or votes as provided for in the Bylaws, which vote or votes may be cast in person or by proxy. The Corporation shall have one (1) class of voting membership, Class A. Class A members shall be all owners of subdivided lots and any other person or entity which acquires title to all or a substantial portion of the subdivision for the purpose of developing thereon a residential community. Class A members shall be entitled to one (1) vote for each lot in which they hold the interest required for membership. When more than one (1) person holds such interest or interests in any lot all such persons shall be members, and the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) total vote be cast with respect to any such lot.

ARTICLE VII
BOARD OF DIRECTORS

The affairs of this Corporation shall be managed by a Board of Directors, consisting of two (2) or more directors, not to exceed eight (8). Directors must be members of the Corporation with the exception of the initial board. The names and addresses of the persons who are to act in the capacity of Directors of the initial board until the selection of their successors are:

ARTICLE VIII
LIABILITIES OF MEMBERS

If employees or agents of New Castle County enter upon property that is owned and titled in the name of [Plan Name ] Maintenance Corporation for the purpose of bringing such property into compliance with New Castle County Code, State, or federal law, Members of the Corporation shall be personally liable for debts of the Corporation caused by such corrective action and assessed against said Corporation.

ARTICLE IX
LIABILITY OF DIRECTORS

A Director shall not be personally liable for monetary damages for a breach of a fiduciary duty as a Director unless: (i) such breach constitutes a breach of the duty of loyalty to the Corporation or its members; (ii) the act or omission was not in good faith or otherwise involved intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Director derived an improper personal benefit. A Director shall not be liable for a breach of the duty of loyalty for a self-interested transaction if the provisions of 8 Del. C. § 144 are satisfied.

ARTICLE X
ASSESSMENT RIGHTS

Nothing herein shall authorize the Corporation to determine assessments except for a proper corporate purpose as set forth in these Articles of Incorporation, the Bylaws, or the Maintenance Declaration.

ARTICLE XI
INCORPORATOR

The name and address of the Incorporator is as follows: [________].

The powers of the Incorporator shall terminate upon the filing of these Articles of Incorporation. The Incorporator shall designate the persons who are to serve as the initial Board of Directors of the Corporation until their successors are elected and qualified in accordance with the Bylaws.

ARTICLE XII
AMENDMENTS

The Bylaws may be amended, altered or added to at any regular meeting of the members or at any special meeting called for that purpose, by affirmative vote of seventy-five percent (75%) of the members of the Corporation at any time after the first meeting of the members of the Corporation following the transfer of control of said Corporation from the initial Board of Directors to a Board of Directors comprised of homeowners. These Articles of Incorporation may not be amended except by the affirmative vote of seventy-five percent (75%) of the members of the Corporation any time after the first regular meeting of the members of the Corporation following the transfer of control of said Corporation from the initial Board of Directors to a Board of Directors comprised of homeowners.

ARTICLE XIII
FULL MEMBERSHIP VOTING

The Board of Directors must bring all matters relating to membership fees and land use to all members of the Corporation for voting thereon.

ARTICLE XIV
DURATION

The Corporation shall exist perpetually.

THE UNDERSIGNED, being the Incorporator for the purpose of forming a corporation in pursuance of Title 8, Chapter 1, of the Delaware Code entitled "General Corporation Law", and the acts amendatory thereto and supplemental thereto, if any, makes and files these Articles of Incorporation, hereby declaring and ratifying that the facts herein are true, and accordingly, has set his or her hand and seal the _____ day of ________, ___.

The foregoing instrument was acknowledged before me this _____ day of ________, ___, by [Incorporator ].

(Ord. No. 97-172, § 3(ch. 13, app. 5), 12-31-1997)