Section 1. Members. Every person or entity who is a record owner of a fee interest in any Lot which is part of the Real Estate and which is subject to the Declaration shall be a member of the Corporation, provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member until such time as such person realizes upon his security. The rights of membership are subject to the payment of annual and special assessments levied by the Corporation, the obligation of which assessments is imposed against each owner of and becomes a lien upon the property against which such assessments are made as provided by Article N of the Declaration.
Section 2. Revocation of Membership. The membership rights of any person whose interest in the Real Estate is subject to assessments as provided in Article N, Section 1 hereof, may be suspended by action of the Directors during the period when the assessments remain unpaid;, but upon payment of such assessments, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the Common Areas and the personal conduct of any person thereon, as provided in Article V, Section 6(g) of the Declaration, they may, in their discretion, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed thirty (30) days.
Section 3. Membership. Each Owner (as defined in the Declaration) of a Lot (as defined in the Declaration), other than Declarant, shall automatically upon becoming an owner of a Lot, be a member of the Corporation and shall remain a member until such ownership ceases, but membership shall terminate when such person ceases to be an Owner. Except as provided in subsection (b) of Section 3 of this
Article IV, membership shall be appurtenant to the Lots and cannot be separated from nor assigned, hypothecated, or transferred in any manner except as an appurtenance to a Lot.
Section 4. Rights, Preferences, Limitations and Restrictions of Classes. The members shall have such rights, duties, liabilities and obligations, and shall be subject to such limitations and restrictions, as are provided herein in the Articles of Incorporation of the Corporation, in the Declaration, and in the Act.
Section 5. Voting Rights. The members described in Section 3 of Article IV shall have the same and equal voting rights on all matters submitted to vote at any annual or special meeting of the members the same being one (1) vote for each Lot of which such member is the Owner provided, however, that until the Applicable Date, each Owner; by acceptance of a deed to a Lot, or by acquisition of any interest in a Lot or Dwelling Unit (as defined in the Declaration) by any type of juridic acts inter vivos or causa mortis, or otherwise, shall be deemed to have appointed Declarant as such Owner's agent, attorney-in-fact and proxy, which shall be deemed coupled with an interest and irrevocable until the Applicable Date to exercise all of said Owner's right to vote, and to vote as Declarant determines, an all matters as to which members are entitled to vote under the Declaration, the Act or otherwise, and such appointment shall not be affected by incompetence of the Owner granting the same. When more than on (1) Person (as defined in the Declaration) constitutes the Owner of a particular Lot, all such Persons shall be members of the Corporation, but all of such Persons shall have only one (1) vote for such Lot, which vote shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.
Section 6. Annnal Meetings. The first annual meeting of the members shall be held in October 2004, and thereafter annually within thirty (30) days of the first meeting date.
Section 7. Special Meetings. Special meetings of the members for any purpose may be called at any time by the President, the Vice President, the Secretary or Treasurer, or by any two (2) or more members of the Board ofDirectors or upon written request of the members who have a right to vote one fourth (114) of the votes of the membership.
Section 8. Notice of Meetings. The Secretary shall give notice of annual and special meetings in writing to the members. Notice may be given to the member either personally, or by sending a copy of the notice through the mail, postage thereon fully prepaid, to his address appearing on the books of the Corporation. Each member shall register his address with the Secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting, regular or special shall be given or sent at least six
(6) days in advance of the meeting and shall set forth in general the nature of the business to be
transacted; provided, however, that if the business of any meeting shall involve any change in the basis or maximum amount of assessments set forth in Article IV of the Declaration to which the Real Estate are subject and recorded, or any special assessments therein authorized, notice of such meeting shall be given or sent as therein provided.
Section 9. Voting Lists. The Secretary of the Corporation shall at all times keep a complete and accurate list of the members of the Corporation entitled to vote by the Articles of Incorporation or Bylaws. Such list shall be on file in the principal office of the Corporation and subject to inspection by any member for any proper purpose at any reasonable time.
Section 10. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action governed by these Bylaws, or for any other action which may properly come before the members of this Corporation. Any action governed by the articles of Incorporation or by the covenants applicable to the Real Estate shall require a quorum as therein provided.
Section 11. Action by Written Consent. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if, prior to such action, a written consent thereto, setting forth the action to be taken, is signed by all members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the members. Such consent shall have the same effect as a unanimous vote of the members.