**Exhibit 3.61****AVALON WEST NEIGHBORHOODS, LLC****LIMITED LIABILITY COMPANY OPERATING AGREEMENT**THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is made and enteredinto as of the 16th day of January, 2007, by Neighborhoods Capital, LLC (the sole “Member”).**RECITALS** A. Avalon West Neighborhoods, LLC (the “**Company**”) was organized pursuant to the Articlesof Organization filed with, and approved by, the Maryland State Department ofAssessments and Taxation on January 16, 2007. The Member owns all of the Interests (assuch term is hereinafter defined) in the Company.  B. The Member has agreed to enter into this Agreement to regulate the affairs ofthe Company and the conduct of its business.  C. The Member has agreed that this Agreement shall serve as an “operatingagreement” under the Code of Maryland.**AGREEMENT:**NOW THEREFORE, it is agreed as follows:1. Formation and Name. The Member hereby agrees to and forms a limited liability companyunder the name of “Avalon West Neighborhoods, LLC” (the “Company”), pursuant to the provisionsof the Maryland Limited Liability Company Act (the “Act”) and this Agreement. The Member hasexecuted and filed the Articles of Organization attached hereto as Exhibit A, with theMaryland State Department of Assessments and Taxation (“SDAT”). 2. Principal Office. The Company may have such offices within and without the State ofMaryland as the Member decides. 3. Registered Office and Registered Agent. The address of the registered office ofthe Company in the State of Maryland is Brown and Gould, LLP, 7700 Old Georgetown Road, Suite500, Bethesda, Maryland 20814. The name of the Company’s registered agent at such address isSteven B. Gould, Esquire. The Member may select any person permitted by applicable law toact as registered agent for the Company in each jurisdiction in which it is necessary orappropriate for the Company to have a registered agent, and may replace any such person fromtime to time.
 

 
4. Term. The Company shall have a term beginning on the date the Articles of Organizationare filed and received for recordation by the SDAT, and shall continue in full force andeffect until December 31, 2020 unless sooner terminated pursuant to the terms of thisAgreement. 5. Purposes. The purposes for which the Company are formed are as follows: (a) engage inthe development and sale of residential homes; (b) to have and exercise all powers and toconduct such other business activities as are permitted by the laws of the State of Marylandon limited liability companies formed pursuant to the Maryland Limited Liability Company Act;and (c) to do any and all things necessary, convenient or incidental to the achievement of theforegoing. 6. Powers. The Company shall have the power to do any and all acts and thingsnecessary, appropriate, proper, advisable, incidental to, or convenient for, the furtheranceand accomplishment of its business and purposes, including the following powers: A. To acquire real property and to build and construct single family residentialhomes and communities;  B. To sell, transfer, assign, convey, mortgage or otherwise dispose of or dealwith all or any part of the property of the Company;  C. To enter into and carry out contracts and agreements necessary to accomplishthe purposes of the Company;  D. To raise and provide such funds as may be necessary to further the business andpurposes of the Company and to borrow money and to issue promissory notes and otherevidences of indebtedness, and to secure the same by mortgage or other lien on all orany part of the property of the Company;  E. To employ or retain, on behalf of the Company, such persons as the Member deemsadvisable in the operation and management of the business of the Company, on such termsand at such compensation as the Member shall deem reasonable;  F. To collect, receive and deposit all sums due or to become due to the Company;  G. To pay any and all taxes, charges and assessments that may be levied, assessedor imposed upon any property of the Company;  H. To demand, sue for, collect, recover and receive all goods, claims, debts,moneys, interest and demands whatsoever now due or that nay hereafter become due orbelong to the Company, including the right to institute any action, suit, or otherlegal proceedings for the recovery of any property, to the possession of which theCompany may be entitled, and to make, execute and deliver receipts, releases and otherdischarges therefore under seal or otherwise;
- 2 -

 
 I. To make, execute endorse, accept, collect and deliver any and all bills of exchange,checks, drafts and notes of the Company;  J. To defend, settle, adjust, compound, submit to arbitration and compromise allactions, suits, accounts, reckonings, claims and demands whatsoever that now are orhereafter shall be pending between the Company and any person at law or in equity, insuch manner and in all respects as the Member deems fit;  K. To do any act not inconsistent with law which is appropriate to promote andattain the purposes set forth in Section 5 hereto; and  L. To exercise all powers, not inconsistent with this Agreement, granted by theAct to a limited liability company.7. Member and Percentage Interest. The Company will be one hundred percent (100%) ownedby Neighborhoods Capital, LLC. New members may be admitted to the Company only upon thewritten consent of the Member(s) and on such terms and conditions as shall be agreed upon theMember(s) and the new members. 8. Dealing with Successors. Unless named in this Agreement or unless admitted to theCompany as provided in this Agreement, no person shall be considered a Member; and theCompany, each Member, and any other persons having business with the Company need deal onlywith the Member so named or so admitted, and they shall not be required to deal with any otherperson by reason of an unauthorized assignment by a Member or by reason of the death ordissolution of a Member, except as provided in Section 15B. In the absence of an authorizedassignment or substitution (as provided in this Agreement) of a Member, any payment to aMember or to such Member’s executors or administrators shall acquit the Company of allliabilities to any other persons who may be interested in such payment by reason of anunauthorized assignment by such Member or by reason of the Member’s death or dissolution. 9. Capital and Loans. A. The Member has made an initial capital contribution to the Company in theamount of $100.  B. The Member may make additional contributions or loans to the company at suchtime or times, and upon such conditions, as the Member may determine.  C. The provisions of this Section 9 are not intended to be for the benefit of anycreditor or person (other than a Member in such Member’s capacity as Member) to whomany debts, liabilities or obligations are owed by the Company or by its Member.
- 3 -

 
10. Capital Accounts. An individual capital account shall be maintained for eachMember. No Member shall be paid interest on any capital contribution. The Memberscontemplate that at all times the Members’ capital accounts shall be in proportion to theMembers’ Interests. 11. Profits, Losses and Distributions. A. Each Member shall share all profits and losses, pro rata, in proportion to theMember’s Interest in the Company. A Member’s Interest shall be defined as a Member’spro rata share of ownership in the Company.  B. Any distribution of cash or any other property of the company shall bedistributed in the following order: (1) payment of taxes;  (2) payment of any indebtedness including debts owing to any Memberand any other expenses; and  (3) to the Members in accordance with each Member’s Interest in the Company.12. Return of Capital Contributions. No member shall be entitled to demand the return ofsuch Member’s capital account or capital contribution at anytime prior to the termination ofthe Company. In no event shall a Member be entitled to demand or receive property other thancash. Unless otherwise provided by law, no Member shall be personally liable for the return orrepayment of all or any part of any other Member’s capital account or capital contribution.Rather, any such return of capital pursuant to this Agreement shall be made solely from theassets (which shall not include any right of contribution from a Member) of the Company. 13. Management. A. The Managers shall be solely and exclusively responsible for the managementand control of the Company and the conduct of the business and affairs of the Company.The Company shall initially have two managers. The initial Managers shall be Martin K.Alloy and Steven B. Alloy, who shall hold office until their successors are electedand qualified. The number of managers may be increased and vacancies filled by a voteof a majority of the Members. A manager may be removed by a vote of a majority of theMembers.    The day-to-day operations of the Company shall be under the direction of thePresident of the Company, the Chairman of the Company, the Chief Financial Officerof the Company, the Vice Presidents of the Company and such other officers of theCompany as may be established by the Managers of the Company. The President,Chairman, Chief Financial Officer, or any Vice President may execute leases,contracts, and other documents on behalf of the Company. The President, Chairman,Chief Financial Officer, and Vice President and General Counsel shall have the soleauthority to sign deeds of conveyance; provided that each Division Vice Presidentshall also have the authority to sign deeds of conveyance to homeowners for new
- 4 -

 
homes within his/her respective Division. The Chairman, President, Chief FinancialOfficer, and Vice President and General Counsel shall have the sole authority to signpromissory notes, deeds of trust, guarantees and any and all other loan or financingdocuments. The Chairman, President, Chief Financial Officer and Controller shall have soleauthority to sign Loan Draw Requests. The President, Chairman, Chief Financial Officer,Vice President and General Counsel, and any Division Vice President (with respect toproperty within his/her respective Division) may execute deeds of dedication, easementsand associated documents to establish and record subdivision lots and parcels on behalf ofthe Company. Any document executed on behalf of the Company by the President, Chairman,Chief Financial Officer, any Vice President or any other officer of the Company shall bindthe Company vis-a-vis third parties. The President, Chairman, Chief Financial Officer, anyVice President and any other officer may delegate their authority to one or more personsfrom time to time as they may deem appropriate. The President, Chairman, Chief FinancialOfficer, any Vice President and any other officer shall continue in office until he or shedies, resigns, or is replaced by the Member(s).Neither the President, Chairman, Chief Financial Officer, any Vice President nor any otherofficer of the Company shall be liable for damages or otherwise for any act performed byhim or her in good faith within the scope of this Agreement. B. Either the President, Chairman, Chief Financial Officer, or any Vice President may engage andretain one or more persons to supervise office routines and bookkeeping activities and toperform such other ministerial acts as may be required by the Company, and may compensate suchperson or persons at a reasonable rate of pay. The person or persons so retained may, but neednot, be a Member or an employee of a Member. Any person, whether a Member or otherwise, may beemployed or engaged by the Company to render special services, including, but not limited to,building, constructing, marketing, selling, leasing and property management services,accounting services and legal services. If such person is a Member or an employee of a Member,he shall be entitled to, and shall be paid, compensation for said services if the President,Chairman, Chief Financial Officer, or the Vice President agrees thereto prior to theperformance of such services, anything in this Agreement to the contrary notwithstanding. TheMember(s) may engage in and possess an interest in other business ventures of any nature anddescription, independently or with others, including, but not limited to, the ownership,financing, leasing, selling, operating, management, brokerage and development of homes andother income producing real property. Neither the Company nor the Member(s) shall have anyright by virtue of this Agreement in and to said independent ventures, or to the income orprofits derived therefrom. The fact that the Member(s) is employed by, or is directly orindirectly interested in or connected with, any person, firm or corporation employed by theCompany to render or perform any service, or from whom or which the Company may buymerchandise or other property, shall not prohibit the President, Chairman, Chief FinancialOfficer, or any Vice President from employing such person, firm or corporation or fromotherwise dealing with him.
- 5 -

 
14. Rights and Obligations of Members. A. No Member shall be obligated to make capital contributions to the Companyexcept as provided in Section 9A.  B. No Member shall have any personal liability with respect to the liabilities orobligations of the Company.15. Assignability of Ownership Interests. A. Restrictions on Transfers of Membership Interest. Except as otherwiseprovided in this Agreement, a Member may not transfer, assign or encumber all or anypart of his Membership Interest in the Company without first obtaining the unanimouswritten consent of all the Members. This section shall not prohibit the collateralassignment as security of rights to the net profits by any Member, but no such assigneeshall have the right, by virtue of such collateral assignment, to become a new memberhereunder.  B. Assignment of a Member’s Entire Interest. Upon the assignment of aMember’s entire Interest in the Company, a Member ceases to be a Member. For purposesof this provision, assignment of a Member’s entire Interest shall mean the transfervoluntarily or by operation of law, of greater than fifty percent (50%) of a Member’sInterest.  C. Substitute Members. The assignee of a membership Interest shall havethe right to become a substituted member in the Company if (1) the assignor so providesin the instrument of assignment, (2) the assignee agrees in writing to be bound by theterms of this Agreement and the Articles, as amended to the date hereof, (3) consent tosuch assignment has been obtained from all of the other Members, (4) the assignee paysthe reasonable costs incurred by the company in preparing and recording any necessaryamendments to this Agreement and the Articles, and (5) the Company obtains opinion ofcounsel for the Company that none of the actions taken in connection with theassignment shall cause the Company to be classified other than as a limited liabilitycompany for federal income tax purposes, or to cause the termination or dissolution ofthe Company, or to cause the breach of any agreement to which the Company is a party.  D. Rights of an Assignee. If an assignee of a membership Interest is notadmitted as a substitute member because of the failure to satisfy the requirements of15C hereof, such assignee shall nevertheless be entitled to receive such distributionsfrom the Company as the assigning Member would have been entitled to receive under theterms of this Operating Agreement with respect to such membership Interest had theassigning Member retained such membership Interest.
- 6 -

 
16. Legal Title to Company Property. Legal title to all property now owned or inthe future acquired by the Company shall be taken and held in the name of the Company or inthe names of trustees or nominees holding for the benefit of the Company. 17. Dissolution. The Company shall be dissolved upon the happening of any of thefollowing events: A. Upon the expiration of its term as set forth in Section 4;  B. Upon the unanimous written consent of all Members; and  C. The occurrence of any other event which causes dissolution under the Code ofMaryland.However, the Company shall not be so dissolved if all of the remaining Members (includingany substitute Members pursuant to section 15B), within ninety (90) days after suchdissolution event or occurrence, unanimously elect in writing to continue the business ofthe Company.18. Liquidation and Termination. Subject to any restrictions in agreements to whichthe Company is a party, the Company shall be terminated after dissolution if the remainingMembers do not elect to continue the company as provided in Section 17. In such event, theMembers shall promptly terminate the affairs of the company by discharging all debts andliabilities of the Company and by distributing all assets in accordance with Section 19. 19. Liquidation or Dissolution. In the event the Company is liquidated or dissolved, theassets of the Company shall be distributed to the Members in accordance with the provisions ofSection 11. 20. Withdrawal of Member. A Member may withdraw by giving not less than ten (10) daysprior written notice to the other Members at their respective addresses as shown on the booksof the Company. 21. Books and Records. Accounting records of all Company business shall be kept and shallbe open to inspection by any of the Members at all reasonable times. The Company shallmaintain its accounting records and shall report for income tax purposes on the cash oraccrual method of accounting, as determined by the Managers. Within ninety (90) days after theend of each taxable year and at the expense of the Company, the Managers shall cause to beprepared a complete accounting of the affairs of the Company, together with whateveradditional information is required by each Member for the purpose of preparing such Member’sincome tax return for that year. This accounting and information shall be furnished to eachMember. 22. Bank Accounts. All funds of the Company shall be deposited in such checking or otherbank accounts as the President, Chairman, any Vice President or the Controller may determine.
- 7 -

 
23. Miscellaneous. A. Other Businesses of Members. The Members may engage or hold interestsin other business ventures of every kind and description for such Member’s own account,whether or not such business ventures are in direct or indirect competition with thebusiness of the Company and whether or not the Company also has an interest therein.Neither the Company nor any of the Members shall have any rights, by virtue of thisAgreement, in such business ventures or to the income or profits derived therefrom.  B. Notices. Any notices to Members shall be delivered personally byprivate courier service or sent by certified or registered mail, return receiptrequested, first class postage prepaid, the Member at such Member’s address as lastprovided to the Company. Time periods shall commence on the date of mailing of a noticesent by mail or on the date of receipt of a notice delivered by courier. Any noticesent by mail which is required to be given within a stated period of time shall beconsidered timely if postmarked before midnight of the last day of such period.  C. Contracts with Affiliates. The Company may enter into a contract,agreement, lease or other arrangement for the furnishing to or by the Company of goodsor services with any Member or with any party or entity related to or affiliated withany Member.  D. Liability of the Members. No Member shall be liable, responsible oraccountable in damages or otherwise to any other Member or to the Company for any actor omission performed or omitted by the Member except for acts of gross negligence orintentional wrongdoing.  E. Indemnification. The Members shall be indemnified by the Company for any act oromission performed or omitted by them for which they are not liable pursuant to Section23D.  F. Insurance. The Company shall endeavor to obtain liability or otherinsurance, payable to the Company (or as otherwise agreed to by the Members), in orderto protect the Company and the Members from the acts or omissions of each of theMembers. Such insurance shall be an expense of the Company.  G. Waiver of Partition. The Members hereby waive any right of partition orany right to take any other action that otherwise might be available to them for thepurpose of severing their interest in the assets held by the Company from the interestof the other Members.  H. Binding Provisions. The covenants and agreements contained in thisAgreement shall be binding upon the heirs, personal representatives, successors andassigns of the respective parties to this Agreement.
- 8 -

 
 I. Separability of Provisions. Each provision of thisAgreement shall be considered separable. If, for any reason, any provisions hereof are determined to be invalid andcontrary to any existing or future law, such invalidity shall not impair the operation ofor affect those portions of this Agreement that are valid.  J. Entire Agreement; Amendment. This Agreement constitutes the entire understanding andagreement among the parties with respect to the subject matter of this Agreement, andsupersedes all prior and contemporaneous agreements and understandings, inducements, orconditions, express or implied, oral or written, except as contained in this Agreement. ThisAgreement may not be amended or modified except with the written consent of Members whocollectively hold at least a majority of interest in the Company.  K. Waiver of Valuation and Accounting. All Members, for themselves and for theirrespective heirs, personal representatives, successors and assigns hereby waive, release,discharge, and dispense with the right to valuation and payment of the Interest of any Memberand this right to an accounting of the Interest of any Member.  L. Applicable Law. This Agreement shall be governed by and construed in accordance withthe laws of the State of Maryland.  M. Counterparts. This Agreement may be executed in counterparts each of which shall bedeemed an original and all of which when taken together constitute one and the sameinstrument, binding on the Members. This signature of any party to any counterpart shall bedeemed a signature to, and may be appended to, any other counterpart.
- 9 -

 
IN WITNESS WHEREOF, the sole Member acknowledges that this Agreement is its act, and furtheracknowledges under penalty of perjury, to the best of its knowledge, information, and belief, thatthe matters and facts set forth herein are true in all material respects, and that it has executedthis Agreement the day and year first above written.         NEIGHBORHOODS CAPITAL, LLC           By: /s/ Martin K. Alloy                   Martin K. Alloy, Chairman           By: /s/ Steven B. Alloy                  Steven B. Alloy, President  
- 10 -