ARTICLE V

Board of Directors

          Section 1.          Powers and Duties.  The affairs of the Association shall be governed by a Board of Directors consisting of seven (7) persons 21 years of age or older who are Members in good standing of the Association.

                    In the performance of its duties as the governing body of the Association and of the Community, the Board shall have all of the powers and duties required to perform the purposes for which the Association is formed as identified by Article II of these By-Laws, including, but not limited to the following:

(a) to operate, maintain, clean, renew, replace, care, and protect the Common Areas and the Community Recreational Facilities and all other property, real or personal, of the Association;

(b) to adopt and approve an operating budget consistent with law, to fix the common expenses and assess the same against Members in such fair and equitable proportions and amounts as shall from time to time be deemed necessary to the proper functioning of the Association, including use of Association property and facilities, and assure that the budget shall be presented for review and comment by the Members at an annual or special meeting of the Association, prior to approval which shall be at the sole discretion of the Board, subject to paragraph (d) below;

(c) to use and expend any sums collected from assessments or levies for the operation, maintenance, renewal, care, upkeep and protection of the Common Areas, Community  Recreational Facilities of the Association, and all of its real and personal property;

(d) to adjust or increase the amount of assessments in order to meet increased operating or maintenance costs and/or to levy and collect in addition thereto, special assessments for capital improvements or other non-recurring expenditures, provided always that said adjustments or increases and/or special assessments are approved by the Members of the Association as set forth in Article X, Section 3 and/or Section 4 of these By-Laws;

(e) to serve as managing agent of the Community and to employ or retain such persons, and to purchase or arrange for such services, machinery, equipment, tools, materials, and supplies as in the opinion of the Board may from time to time be necessary for the proper operation and maintenance of the Common Areas and the Community Recreational Facility of the Association;

(f) to pay all taxes and assessments levied or assessed against any property of the Association exclusive of any taxes or assessments levied against any property properly chargeable to the Owners thereof;

(g) to collect delinquent levies or assessments made by the Association through the Board against any property and the Owners thereof, together with such cost and expenses incurred in connection therewith, including, but not limited to, court costs and attorneys’ fees, whether by suit or otherwise, to abate nuisances and enforce observance of the rules and regulations relating to the Community, by injunction or such other legal action or means as the Board may deem necessary or appropriate;

(h) to cause such operating accounts, and escrow and other accounts, if any, to be established and opened as the Board may deem appropriate from time to time, and as may be consistent with good accounting practices, and to maintain accounting records in accordance with generally acceptable accounting principles;

(i) to cause a complete audit of the books and accounts of the Association to be made by a competent independent public accountant at the end of at least every fifth fiscal year, more often if circumstances warrant, and to cause a review audit to be made by the same firm at the end of each fiscal year for which a complete audit is not made;

(j) to keep the Common Areas, Community Recreational Facilities and all other buildings, fixtures, equipment, and personal property owned by or leased to the Association protected against the hazards, casualties, or contingencies due to loss or damage by fire and other casualties, and such other risks of a similar or dissimilar nature as are customarily covered;

(k) to maintain public liability insurance insuring the Association and its Members against liability for any negligent act of commission or omission attributable to the Association or any of its Members, and which occurs on or in any of the Common Areas or Community Recreational Facilities of the Association;

(l) to adopt and publish rules and regulations governing the use of the Common Areas and Community Recreational Facilities and the personal conduct of the Members of the Association and their guests thereon, and for the health, comfort, safety, and general welfare of the members within the Community, including but not limited to regulation of parking, storing, or standing of vehicles, machinery, equipment, trailers, and/or components thereof, and to amend the same from time to time as when approved by appropriate resolutions.

Section 2.  Term of Office.  At the first annual meeting of the Members of the Association, two Directors shall be elected to serve for a term of three (3) years, three shall be elected to serve for a term of two (2) years, and two for one year.  At the expiration of the initial term of each Director, a successor shall be elected to serve for a term of three (3) years, provided that each Director shall continue to hold office until a successor is elected.  Directors shall serve without compensation.

          Section 3.           Nominations.  Members of the Association may be nominated for election to the Board of Directors in one of the following ways:

(a) In the event that an Association Member has previously been duly elected as a Director, or has previously been appointed as a Director in accordance with Section 6 of this Article, such Director shall be deemed to have been nominated for re-election, or election, to that position by signifying intention to seek re-election, or election, in writing addressed to the Board of Directors.

(b) The Nominations Committee shall present at the annual membership meeting its slated candidates for election to the Board of Directors.  The Nominations Committee shall not present the name of any candidate without first having obtained such candidates’ assurance to serve if elected.

(c) Immediately after the report of the Nominations Committee, the Meeting Chairperson shall call for nominations from the floor.  Any Member may make nominations for election to the Board of Directors, but nominations may be made only at the annual membership meeting. Any Member making a nomination from the floor must first submit a nominating petition signed by at least five (5) Members in good standing and the written consent of the nominee to serve, if elected.

(d) Nomination or Service on the Board of Directors shall be limited to one (1) record owner of a lot at any one time who shall be a member in good standing of the Association.  At the time of adoption [August 19, 1995], existing Board members will be exempt from this By-Law provision.

          Section 4.  Elections.  All votes for election to the Board of Directors shall be made on written ballot which shall describe the vacancy to be filled and the names of those candidates seeking the office of Director.   Each Member present and entitled to vote (Voting Member) shall receive one ballot for each property owned.  Voting rights are not cumulative and Voting Members may cast not more than one vote for any particular candidate on the same ballot.  The names receiving the largest number of votes shall be elected.

          Section 5.  Voting Period.  Immediately upon closing of the nominations by the Meeting Chairperson, the voting period for election of Directors shall begin and continue for thirty (30) minutes after which the polls shall be declared closed and the Elections Committee shall count the votes and report the results to the Members before the official adjournment of the meeting.

          Section 6.  Vacancy.  If the office of any Director shall become vacant by reason of death, resignation, retirement, removal from office, or otherwise, the remaining Directors at a regular meeting or special meeting duly called for such purpose, shall choose a successor who shall hold office until the next annual meeting of the Association, at which a candidate shall be elected for the unexpired term of said vacancy and until such candidate shall be re-elected or a successor is elected.

          Section 7.  Removal from Office.  Directors may be removed with or without cause by the affirmative vote of two-thirds of the valid votes cast by the Voting Members present at any annual meeting, or at any special meeting of Members duly called for such purpose.

          Section 8.  Organizational Meeting.  The first organizational meeting of each newly elected Board of Directors shall be held not later than twenty (20) days from the date of the annual meeting at which they were elected.

          Section 9.  Regular Meetings.  The Board shall meet regularly at such time and place permitted by law as from time to time may be determined by the Directors.  After adoption of a resolution setting forth a schedule of regular meetings, no notice of such meetings shall be required, or waived, but notice of special meetings of the Board shall be given.

          Section 10.  Meeting Attendance.  If a Director fails to attend three (3) consecutive scheduled meetings of the Board, then the Board, at its option,  may declare the office of such Director to be vacant and choose a successor in accordance with Section 6 of this Article.

          Section 11.  Quorum.  A majority of the Directors shall constitute a quorum to transact business of the Board and the act of four (4) of the Directors present at any meeting shall be deemed to be the act of the Board.