HOA By-Laws

ARTICLE I.
Section 1.1 NAME. The name of this corporation (hereinafter referred to as the is:

FOUR LAKES HOMEOWNERS’ ASSOCIATION, INC.

Section 1.2 REGISTERED OFFICE AND REGISTERED AGENT. The registered agent will be the then current Homeowners’ Association President.

SEAL

Section 2.1 SEAL. The seal of this Association shall have inscribed on it the name of this Association, the date of its organization and the words “Corporate Seal, State of Florida” or with the words “Corporate Seal” or their equivalent.

ARTICLE III.

POWERS

Section 3.1 POWERS. The Directors of this Association and the operation of the Association itself shall be governed by these Bylaws.

ARTICLE IV.

MEMBERSHIP

Section 4.1. MEMBERS. All persons owning manufactured homes located in Four Lakes Golf Club, a manufactured home community, Winter Haven, Florida (the “Community”) and who also lease lots from the owner of the Community, shall be eligible for membership in this Association. (DELETE-except that any person related to the community owner including but not limited to agents, shareholders, officers, directors, partners or relatives by blood or marriage shall not be eligible for any type of membership. These restrictions may be waived by the vote of 75% of the members of the Board of Directors.)

(DELETE Section 4.2 MEMBERSHIP – CERTIFICATES. Membership certificates may be issued by the Association.)

ARTICLE V.

MEETINGS OF MEMBERS

Section 5.1 PLACE OF MEETINGS. Meetings of the members shall be held at the office of the Association, the Community clubhouse or recreation hall or at any other place within the State of Florida that the Board of Directors or members may from time to time elect.

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Section 5.2 ANNUAL MEMBERSHIP MEETING. The annual meeting of the members shall be held on the second Thursday of each March at a time to be designated by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the noticed hour on the first day following which is not a legal holiday. At the annual meeting, the members shall elect a Board of Directors in accordance with these Bylaws and shall transact other business. If an annual meeting has not been called and held within six (6) months after the time designated for the annual meeting, any member or members may call the meeting.

Section 5.3. SPECIAL MEETINGS. Special meetings of the members may be called at any time by the President,( or) by the majority of the Board of Directors, (DELETE Special meetings shall be held) or if ten (10%) per cent of the members sign, date and deliver one or more written demands for the meeting to the corporation’s secretary. Said demands must describe the purpose or purposes for which the meeting is to be held.

Section 5.4. ACTION BY WRITTEN AGREEMENT. The members can act by written agreement of the members without meetings on the condition that the written agreement is agreed to and signed by at least fifty-one (51%) per cent of the members and the written agreement is posted in a conspicuous place upon the community property within fourteen (14) days after date of the written agreement. The written agreement shall be filed with the minutes of proceedings of the members.

Section 5.5. NOTICE OF MEETINGS. Written notice of all special or regular meetings of the members, stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes of the meeting shall be given by the Secretary of the Association, or by the person authorized to call the meeting, to each member of record entitled to vote at the meeting. This notice shall be sent or delivered to each member at least fourteen (14) but not more than sixty (60) days before the date named for the meeting. Notice of the annual meeting shall be as set forth above except that all notices of annual meetings shall by sent by mail to the member’s address appearing on the books of the Association. In addition, the notice of all regular, special and annual meetings shall be posted in a conspicuous place on the community property at least fourteen (14) days prior to the meeting. Unless a member waives, in writing, the right to receive notice of the annual meeting by mail, the n
otice of the annual meeting shall be sent by mail to each member and the mailing thereof shall constitute notice. Members may elect to receive notice by hand delivery if such election is made, in writing, by the member. Waivers of receipt of the notice of the annual meeting by mail must be filed in the corporate records and maintained therein for the duration of the waiver.

Section 5.6 AFFIRMATION OF NOTICE. An officer of the Association shall provide an Affidavit affirming that the notices were mailed or hand delivered and posted in a conspicuous place on the community property, in accordance with Section 5.5 hereof and said statement shall be filed in this Association’s records.

(DELETE– 5.7 WAIVER OF NOTICE. Members may waive notices of a special meeting or annual meeting in writing either before or after the meeting and the waiver shall be deemed the equivalent of giving notice.)

Section 5.7. VOTING RIGHTS AND REGULATIONS. In any regular or special membership meeting, the owners of a manufactured home located on a lot leased form the owners of the community and who are members of the association shall be entitled to cast one (1) vote for each unit. Owners of multiple residences must have paid HOA dues for each residence in order to have a vote for each residence. When a unit is owned by one (1) person, his/her right to vote shall be established by the record title of his/her unit. If a unit is owned by more than one (1) person, the person entitled to cast the vote for the unit shall be designated by a Certificate signed by all the Record Owners of the unit and filed with the Secretary of the Association. In the event a unit is owned by a corporation, the person entitled to cast the vote shall be designated by a Certificate signed by the officers of the corporation with the formalities required of a deed and filed with the Secretary of the Association. Such Certificate shall be valid until it is revoked or superseded by a subsequent Certificate or until the ownership of the unit is changed or recorded. For the Purposes of this paragraph, a purchaser under a Contract for Sale shall not be regarded as an owner. The proper filing of a Certificate designating the person entitled to cast the vote of a unit is a condition precedent to that person’s vote. In the event such a Certificate is not on file, the vote of such owner shall not be considered in determining whether a quorum is present nor for any other purpose, except if the home is owned jointly by a husband and wife. If a home is owned jointly by a husband and wife, they may, without being required to do so, designate a voting member in the manner provided above. In the event a husband and wife do not designate a voting member, the following provision shall apply:

(DELETE A. If both spouses are present at a meeting and are unable to concur in their decision upon any subject requiring their vote, they shall lose the right to vote on the subject at that meeting, provided that their vote shall be considered in determining whether a quorum is present on that subject at the meeting.)

If only one (1) spouse is present at a meeting, the person present shall be counted for the Purposes of a quorum and may cast the vote for the home, just as though he/she owned the home individually and without establishing the concurrence of the absent person.

(Delete C. If both spouses are present at a meeting and concur, either one may cast the vote for the home.)

Section 5.8. PROXIES.

Section 5.8.1. Notification Procedure. A minimum of fourteen (14) days or more in advance, the Secretary shall mail to each member household a notice of the Annual Meeting’s date and time. Included with this notification, the Secretary shall provide a proxy form. Each member household is entitled to one proxy vote if the household is unable to vote at the Annual Meeting. The HOA Board Secretary and at least one member of the nominating committee must receive all Proxies no later than five (5) days prior to the Annual Meeting. Proxies must be opened, counted, and processed in the presence of the Board Secretary and at least one member of the nominating committee and (DELETE -so they may be) recorded (DELETE - and counted) on the day of the election.

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Section 5.8.2. Proxies: Proxy forms must be fully completed, including the appointment of the individual designated to vote the proxy. A proxy shall be revocable, in writing, at any time at the pleasure of the individual member assigning it. Candidates running for election are not eligible to execute a proxy vote for another member household. A proxy shall be executed only for the specific meeting for which it was assigned and shall be valid as to all business conducted at that meeting. Proxy must be returned in a sealed envelope clearly marked proxy enclosed.

Section 5.9. QUORUM. The presence in person or by proxy of a majority (50%+1) of the members entitled to vote at the Membership Meeting shall constitute a quorum. Decisions shall be made by a majority of members present at a meeting at which a quorum is present and the affirmative vote of those members present and entitled to vote shall be the act of the Association. Meetings of members for informational, reporting and discussion purposes may be held without the presence of a quorum. No action or other business requiring the vote of the members may be taken without the presence of a quorum.

Section 5.10. CONDUCT. All meetings of the Association and its committees shall be conducted in accordance with Florida law, Florida Statute 723, Bylaws of the Association and Robert’s Rules of Order. In the event there are questions as to procedure, the presiding officer shall refer the question to the Parliamentarian for a recomendation theron. (Delete If no Parliamentarian has been appointed), Unless authorized by the President, only members( DELETE in good standing) may address the chair.

Section 5.11. ORDER OF BUSINESS. The order of business at all annual or special meetings of the members shall be as stipulated in the Rules and Regulations. Any member of the Board may request a suspension of the rules and upon a motion being made and duly seconded; a simple majority vote of the members present shall suspend the rules.

(DELETE A – J - Roll call, Proof of notice of meeting or waiver of notice; Reading of minutes of previous meeting; Report of officers; Report of committees; Election of directors (if election is held); Unfinished business; New business; Open forum for comments by Members only of two (2) minutes in duration; Adjournment)

Section 5.12. MINUTES. Minutes of all meetings of members shall be kept in a businesslike manner and shall be available for inspection by members or their authorized representatives and board members at reasonable times. In addition, unapproved minutes of all the meetings shall be posted on the Association’s Bulletin Board. Approved minutes will be made available for review and posted on the Association’s Bulletin Board.. The Association shall retain these approved minutes for a period of not less than seven (7) years.

Section 5.13. ADJOURNMENTS. (DELETE-Any meeting of members may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting, at which the adjournment is taken shall not be necessary. If, however, after the adjournment the board fixes a new record date for the adjourned meeting.) A notice of an adjourned meeting shall be given in compliance with section 5.5 hereof to each member of record on the new record date entitled to vote at such meeting. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 5.14. FIXING OF RECORD DATE. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members, or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination of members, such date in any case to be not more than sixty (60) days and, in case of a meeting of members, not less than five (5) days prior to the date on which the particular action requiring such determination of members is to be taken. If no record date is fixed for the determination of members entitled to notice or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made, as provided herein, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 5.15. VOTING LISTS. The officer or agent having charge of the membership books of the Association shall make, at least six (6) days before each meeting of members, a complete list of the members entitled to vote at such meeting or any adjournment thereof. Such list shall be kept on file at the registered office of the Association for a period of six (6) days prior to such meeting and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member at any time during the meeting.

ARTICLE VI

BOARD OF DIRECTORS: SELECTION – TERM OF OFFICE

Section 6.1. NUMBER. The business and affairs of the Association shall be managed and governed by a Board of Directors composed of not less than seven (7) nor more than nine (9) Directors. Any resident whether full time or part time, shall be eligible to serve as a Director on the Board, provided, however, that the resident is a member (Delete in good standing) of the Homeowners’ Association. Each member household is entitled to have no more than one person serving on the Board at any time.

Section 6.2. TERM OF OFFICE. Those persons elected as Directors shall hold office for a term not to exceed three (3) years. There shall be no restriction on the number of terms for which a Director of this Association may be elected. The elected Director shall be administered the Oath of office at the Annual meeting and shall serve on said Board up to and including the Annual meeting at the conclusion of his/her term, when a successor has been elected and qualified.

Section 6.3. REMOVAL-VACANCY. Any Director may be removed from the Board, with or without cause, by a majority of the members of the Association. A special meeting of the members to recall a member or members of the Board of Directors may be called by ten (10%) per cent of the members giving notice of the meeting, as required for a meeting of members, and the notice shall state the purpose of the meeting. Any such removal shall be determined by a majority vote of the members.

In the event of death, resignation, removal of a Director creating a vacancy in the number of directors, the vacancy shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors. A Director appointed to fill a vacancy shall hold office for the remainder of the term of the Director that he/she replaced.

Section 6.4. COMPENSATION. No Director shall receive compensation for any services he/she may render to the Association. However, any Director may be reimbursed for actual expenses incurred in the performance of his/ her duties. A Director may serve the Association in a capacity other than Director and receive compensation for the services rendered in that other capacity.

Section 6.5. FUDUCIARY DUTY. The Directors of the Association have a fiduciary duty to the members when acting on behalf of the Association.

ARTICLE VII.

NOMINATION AND ELECTION OF DIRECTORS

Section 7.1. NOMINATION. Nomination for election to the Board of Directors 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 and two or more other 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 and such appointment shall be announced at each 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.

Section 7.2. ELECTION. Election to the Board of Directors shall be by secret, written ballot, unless this method is waived by a majority of the members in attendance at the meeting. At such election, the members, or their proxies, shall cast one (1) vote per each vacancy. The persons receiving a plurality of the votes cast (DELETE –for that office) shall be elected. Cumulative voting is not permitted.

ARTICLE VIII.

MEETING OF DIRECTORS

Section 8.1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least six (6) times each year at such place, date and hour as may be fixed from time to time by resolution of the Board. Should such regular meeting dates fall upon a legal holiday, then the meeting shall be held at the same time on the next day, which is not a legal holiday. Notice of the date, time and place of all regular meetings of the Board of Directors shall be posted in a conspicuous place upon the community property at least forty-eight (48) hours in advance, except in an emergency.

Section 8.2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after three (3) days notice to each Director of the date, time and place of the meeting. Notice of special meetings shall be posted in a conspicuous place upon the community property at least forty-eight (48) hours in advance, except in an emergency. The notice of special meetings shall contain the purpose or purposes of the meeting.

(DELETE-Notice of any meeting, regular or special, in which assessments against members are to be considered for any reason, shall specifically contain a statement that assessments will be considered and the nature of such assessments)

Section 8.3. EMERGENCY MEETINGS. Emergency meetings of the Board of Directors shall be held when called by the President of the Association or by any two Directors. Emergency meetings of the Board of Directors may be held by telephone conference. Emergency decisions, as determined by the President or a majority of the Board of Directors, may be made by means of a designated officer or member of the Board polling the members of the Board by telephone and any such emergency issue or question shall be determined by affirmative vote of a majority of the Board, which shall then be considered to be the action of the Board. Minutes of any emergency meeting of the Board, whether by telephone conference, telephone polling or otherwise, shall be filed by the Secretary or other designated officer and the correctness of the minutes shall be certified by said officer and posted in a conspicuous place upon the community property within fourteen (14) days after the date of the emergency meeting. It is contemplated that emergency meetings include, but are not to be limited to, such subjects as designation or re-designation of the Homeowners’ committee, filling vacancies on the Board of Directors or of officers of the Association, the conduct of litigation (or pre-litigation matters) which affect the Association, and the conduct of necessary or important business while a majority of the Board of Directors is not present in the State of Florida.

Section 8.4. ACTION BY WRITTEN AGREEMENT. The Board of Directors may act or render decisions by written agreement without meetings on the condition that the written agreement is agreed to and signed by all of the Board of Directors and the written agreement is posted in a conspicuous place upon the community property within fourteen (14) days after the date of the written agreement.

Section 8.5. OPEN MEETINGS. All regular and special meetings of the Board of Directors shall be open to all members of the Association.

Section 8.6 . QUORUM. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors. If at any meetings of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the Board. Members of the Board of Directors shall be deemed present at any meeting held by conference telephone or similar communications equipment where all persons participating in the meeting can hear each other.

Section 8.7. NOTICE OF DIRECTORS’ MEETING. Notice of Directors’ meetings shall be posted in a conspicuous place upon the community property at least forty-eight (48) hours in advance, except for emergency meetings. (DELETE Notice of any Directors’ meeting in which assessments against members are to be considered for any reason shall specifically contain a statement that assessments will be considered and the nature of such assessments)

Section 8.8. WAIVER OF NOTICE. A director may waive in writing notice of a regular or special meeting of the Board of Directors either before or after the meeting and his waiver shall be deemed the equivalent of getting notice. Attendance of a Director at any meeting shall constitute waiver of notice of that meeting unless the Director attends with the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Section 8.9. MINUTES. Minutes of all meetings of the Board of Directors shall be kept in a businesslike manner and shall be available for inspection by members or their authorized representatives and Board members at reasonable times. The Association shall retain these minutes for a period of not less than seven (7) years.

Section 8.10. BUDGET. At the Annual meeting of the Board, the Treasurer shall submit a proposed operating budget for the upcoming fiscal year. A copy of the proposed budget shall be posted on the HOA’s bulletin board ten (10) days before the Annual meeting and made available to members upon request. Review of the Budget must be listed in the agenda for the Annual meeting under new business. Approval of the budget may be accomplished by a majority vote of the Board of Directors at the April meeting.

Section 8.11. PARLIAMENTARIAN. The Board may appoint a parliamentarian whose duties shall be prescribed by the Board. The Parliamentarian shall serve as an ex-officio member of the Board of Directors, shall have no voting rights, shall not be counted in determining a quorum, and serves subject to section 6.1 herein.

ARTICLE IX

OFFICERS

Section 9.1. ENUMERATION OF OFFICERS. The officers of the Board of Directors and the Association shall be one and the same and shall be a president, a vice president, a secretary and treasurer and such other officers as the Board may from time to time by resolution create. All officers shall, at all times, be members of the Board of Directors and no officers may be elected or appointed who are not members of the Board of Directors. All officers shall serve without compensation of any kind, but such officers may be reimbursed for their out-of-pocket expenses incurred on behalf of the Association, provided such expenditures have been approved by the Board of Directors.

Section 9.2. ELECTION OF OFFICERS. The election of officers shall take place at the first meeting of the Board of Directors, which first meeting of the Board of Directors shall occur within seven (7) days of the adjournment of the annual meeting of the members.

Section 9.3. TERM. The officers shall be elected annually by the Board of Directors and each shall hold office for a term of one (1) year, unless he or she shall sooner resign or shall be removed or otherwise disqualified to serve.

Section 9.4. 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. (DELETE Such additionally elected officers shall be chosen from the Board of Directors and shall, at all times, be members of the Board of Directors.)

Section 9.5. COMMITTEES. The Board may appoint regular and special committees to serve for the purposes designated by the Board and for such terms as determined by the Board.

Section 9.6. RESIGNATION AND REMOVAL. Any officer may be removed from office, with (DELETE or without) cause, by a majority vote of 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 such later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.7. VACANCIES. A vacancy in any office may be filled by appointment by a majority vote of the Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

Section 9.8. MULTIPLE OFFICES. The Board of Directors shall elect four (4) officers which shall be the office of President, the office of Vice President, the office of Secretary, and the office of Treasurer. The offices of President, Vice President, Secretary and or Treasurer can not be held by the same person.

Section 9.9. DUTIES. Duties of the officers are as follows

A. President: The President shall preside at all meetings of the Board of Directors; see that orders and resolutions of the Board are carried out; shall execute all contracts and documents as (DELETE- shall sign all leases, mortgages, deeds and other written instruments if) determined by resolution of the Board and may co-sign all checks and promissory notes and shall have all of the power and duties which are usually vested in the office of the President of a corporation.

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B. Vice President: The Vice President shall act in the place and stead of the President in the event of his or her absence or inability or refusal to act and shall exercise and discharge such other duties as may be required of him/her by the Board of Directors.

C. Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors 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 Board of Directors and of the members; keep appropriate current records showing the members of the Association together with their addresses; and shall perform such other duties as may be required by the Board of Directors.

D. Treasurer: The Treasurer, who shall be bonded, shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by the resolution of the Board of Directors; may sign all checks and promissory notes of the Association; keep proper books of account; shall present at the Annual meeting financial results for the current year; (DELETE-may cause an annual audit of the Association books prepared by a CPA, independent of the Board. Audit results shall be presented to the Board and subsequently posted on the HOA’s bulletin board. Members may receive a copy of the audit upon request. In the event a replacement Treasurer is necessitated due to resignation or otherwise during the fiscal year, an audit by a CPA is required with results being presented to the Board in a timely manner.) shall cause an annual audit of the association books prepared by the audit committee. The audit results shall be presented to the Board and subsequently posted on the HOA’s bulletin board. Members of the Board shall be entitled to a copy of the audit. In the event of the resignation, removal or death of the Treasurer during the fiscal year, an audit by the audit committee shall be made as soon as practical and presented to the Board in a timely manner. Should two (2) members of the audit committee deem it necessary, and recommend to the Board of Directors, that an audit by a CPA, independent of the Board, be prepared; then, and in such event, the Board of Directors shall take the said recommendation into consideration for a determination of said recommendation. All persons having any documents in their possession which are subject to audit, shall immediately turn over such documents to the audit committee. All accounts shall be labeled as to specific use.

(DELETE- E. Customary Duties: The officers, in addition to the duties specifically set forth herein, shall perform the duties of those officers customarily performed by the officers of corporations.)

E. Ex Officio: The immediate past President of the Association, who does not remain as an elected member of the Board, shall become an “ex-officio” member of the Board of Directors. As an “ex-officio” member, the past President shall have no voting rights and shall act in an advisory position only.

Section 9.10. COMPENSATION. The officers shall serve without compensation.

ARTICLE X.

ACCOUNTING RECORDS; FISCAL MANAGEMENT

Section 10.1. A BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account, including all receipts and expenditures. The books and records of the Association shall be open to inspection by members or their authorized representatives at reasonable times. Such authorization as a representative of a member must be in writing and signed by the person giving the authorization and dated within thirty (30) days of the date of the inspection. Written summaries of the accounting records may be made available to the members. Such records if made available shall include a record of all receipts and expenditures. Cost shall be charged at a per copy basis as stipulated in the Rules and Regulations.

B. The Board of Directors shall appoint an audit committee consisting of three (3) members, with a financial or business background, who shall seve at the pleasure of the Board.

Section 10.2. FISCAL YEAR. In administering the finances of the Association, the following procedures shall govern:

A. The fiscal year shall begin on the first (1st) day of March and end on the last day of February.

(DELETE- B. Any monies received by the Association in any fiscal year may be used by the Association to pay expenses incurred in the same fiscal year subject to the provisions for excess revenues set forth in Section 3 of this article.

DELETE- C. There shall be apportioned between fiscal years on a pro rata basis any expenses which are prepaid in one fiscal year for operating expenses which cover more than such fiscal year.

DELETE- D. Items of operating expenses incurred in a fiscal year shall be charged against income for the same fiscal year, regardless of when the bill for such expenses in received.)

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B. The Board of Directors shall have the discretion to allocate the annual dues between reserves, i.e. professional/legal funds, for future expenses and current expenses. Legal expenses shall be such items as:

Attorney fees and costs

Litigation expenses

Liability insurance premiums

Expenses associated with statutory requirements or actions involving disputes with the management of the Community

Such items as listed above, but not limited to those items

(DELETE- Section 10.3 ASSESSMENTS. Assessments for operating expenses and such other assessments as the Board of Directors may determine, by resolution, shall be payable as determined by the Board of Directors. Each member is obligated to pay the Association’s annual and special assessments as determined by the Board of Directors. Assessments shall be made against members in amounts no less than are required to provide funds in advance for all the anticipated current operating expenses and for all of the unpaid operating expense previously incurred. Notwithstanding the foregoing, the assessments for operating expense or other expenses and any periodic installments thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all expenses in any calendar year. In the event that the Board of Directors should anticipate that the Association may end its fiscal year with excess assessments (in cash or taxable income), or should that event in fact occur, then the Board of Directors may vote to apply said excess toward the operating expenditures of the subsequent year. Each member will be assessed equally.)

Section 10.3. ANTICIPATED REVENUE – DEFICIT: The Board shall not be required to anticipate revenue from dues or expend funds to pay for operating expenses not budgeted which shall exceed budgeted items and the Board is not required to engage in deficit spending. If there exists any deficiency which results from there being greater operating expenses than income or money from dues, then such deficit shall be carried into the next succeeding year’s budget as a deficiency. (DELETE - and shall be the subject of an applicable assessment)

Section 10.4. DEPOSITORY. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board of Directors in which monies of the Association shall be deposited. Withdrawal of monies from such account shall be only by checks signed by two officers of the Board of Directors.

ARTICLE XI.

FIDUCIARY RELATIONSHIP

Section 11.1. FIDUCIARY RELATIONSHIP. The officers and Directors of the Association shall have fiduciary relationship to members.

ARTICLE XII.

INDEMNIFICATION

Section 12.1. INDEMNIFICATION. The Association may be empowered to indemnify any officer or Director or any former officer or Director by a majority vote of a quorum of Directors or by majority vote of a quorum of members who are not parties to such action, suit, or proceeding in the manner provided in the applicable Chapter of the Florida Statutes. If such indemnification is authorized by the Directors or members, expenses incurred in defending such civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding in the manner described in the Florida Statutes upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless he or she is found to be entitled to such indemnification.

ARTICLE XIII.

AMENDMENT OF THE BYLAWS

Section 13.1. AMENDMENT OF BYLAWS. These Bylaws may be amended by two thirds (2/3) vote of the Board of Directors of this Association at any duly noticed regular or special meeting. The notice of any meeting at which amendments of the Bylaws are to be considered shall contain a statement that amendments to the Bylaws shall be considered.

ARTICLE XIV.

AMENDMENT OF ARTICLES OF INCORPORATION

Section 14.1. AMMENDMENT OF ARTICLES OF INCORPORATION. The Articles of Incorporation of this Association may be amended by majority (50%+1) vote of the members. The notice of any meeting at which amendments of the Articles of Incorporation are to be considered shall contain a statement that amendments to the Articles of Incorporation shall be considered.

ARTICLE XV.

LOANS

Section 15.1. LOANS. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

ARTICLE XVI.

DEADLOCK

Section 16.1 DEADLOCK. Should deadlock, dispute or controversy arise among the Directors of the Association in regard to matters of management and Association policy or matters arising under the Articles of Incorporation or Bylaws of the Association and should the Directors, by using their legal power and influence as Directors, be unable to resolve such deadlock, dispute or controversy, the matter shall be submitted by the Directors to binding arbitration.

Section 16.2. DETERMINATION BY ARBITRATION. Should the Directors be unable to agree as to the scope of this provision or the application of this provision to the deadlock, dispute or controversy at issue, the scope and applicability of this provision shall be determined by the arbitrator.

Section 16.3. NOTICE. Notice shall be given by such objecting or dissenting Director(s) that such deadlock exists within fifteen (15) days of such deadlock, by certified mail, postage prepaid, addressed to the remaining Directors(s) at the addresses listed on the Association books.

Section 16.4. SELECTION OF ARBITRATOR. The Directors shall then select an arbitrator within sixty (60) days of the receipt of such notice of deadlock, upon 2/3 (two-thirds) vote of the Director(s) entitled to vote. The Directors shall reserve the right to replace the arbitrator by 2/3 (two thirds) vote of the Directors entitled to vote.

Section 16.5. INABILITY TO SELECT. Should the Directors be unable to select an arbitrator or a successor arbitrator, the deadlock, dispute or controversy shall be resolved in accordance with the Florida Arbitration Code, Chapter 682, of the Florida Statutes.

Section 16.6. FINAL DECISION. The decision of the arbitrator shall be final and binding upon all Directors. The Directors shall vote, as the arbitrator shall direct.

Section 16.7. ENFORCEMENT. To enforce these provisions, the arbitrator may obtain an injunction from a court having jurisdiction to direct the Directors to vote as the arbitrator has determined.

ARTICLE XVII.

INTERESTED DIRECTORS

Section 17.1. CONFLICT OF INTEREST. No contract or other transaction between the Association and one or more of its Directors or between the Association and any other corporation, firm, association or other entity in which one or more of its Directors are Directors or officers, or are financially interested, shall either be void or avoidable for this reason alone or by reason alone that such Director or Directors are present at the meeting of the Board of Directors or have a committee thereof that approves such contract or transaction, or that his or their votes are counted for such purposes.

(DELETE- 1. the fact of such common directorship, officer ship or financial interest is disclosed or known to the Board or committee and Board or committee approves such contract or transaction by vote sufficient for such purpose without counting the vote or votes of such interested Director or Directors; or

2. such common directorship, officer ship or financial interest is disclosed or known to the members entitled to vote thereon and such contract or transaction is approved by vote of the members; or

3. the contract or transaction is fair and reasonable as to the Association at the time it is approved by the Board, a committee or the members.)

(DELETE- Section 17.2 QUORUM Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee, which approves such contract or transaction.)