BY – LAWS OF RIVER BREEZE PROPERTY OWNERS’ ASSOCIATION

 

ARTICLE 1.

 

     MEMBERS

            Section 1.        Membership    Every person or entity who acquires title, legal or equity, in any lot in River Breeze shall automatically become a member of the River Breeze Property Owners’ Association; provided, however, that such a membership is not intended to apply to those persons who hold an interest in any such lot merely as security for the performance of an obligation to pay money, namely mortgages or deeds of trust. However, if such a person should upon his security and become the owner of a lot in River Breeze, such a person or entity will be subject to all

The requirements and limitations imposed in the Restrictive Covenants upon such owners of River Breeze and all members of the Association, including those provisions with respect to alienation in the payment of annual charges.

           

            Section 2.        Termination of Membership. Membership in the River Breeze Owners Association shall terminate upon the transfer of title, legal or equitable, in any lot in River Breeze.

 

            Section 3.        Meetings.        Meetings of members may be held within or without the State of Delaware at such place as may be determined from time to time by the Board of Directors.

 

            Section 4.        Voting.            Member shall be entitled to vote at meetings either in person or by duly authorized attorney. Each member shall be entitled to one vote

 

            Section 5.        Quorum.          A majority of the corporation shall constitute a quorum.

 

            Section 6.        Adjournments.            If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time by a majority vote of the members present or represented, without and notice other than by announcement at the meeting, until a quorum shall attend. Any meeting at which a quorum id present may also be adjourned, in like manner, for such time, or upon such a call as may be determined by vote.

 

            Section 7.        Annual Meeting of Members.             The annual meeting of the members shall be held on the third Saturday in June, beginning in 1989, at an hour to be named in the notice, for the election of the Directors and the transaction of such other business as may properly come before the meeting. Notice of time, place and object of such meeting shall be given by mail not less than ten (10) days previous to such meeting, postage prepaid, a copy of such notice addressed to each member, at his last known post office address.

 

            Section 8.        Special Meetings of Members..          Special meetings of members may be called at any time by the President or Secretary, or by a majority of the Directors and shall be called upon the request of the majority of the members, made in writing to the President or Secretary. Notice of every special meeting, stating the time, place and the object thereof, shall be given by mail postage prepaid, at least ten (10) days before such meeting, a copy of such notice addressed to each member at his last known post office address.    

 

            Section 9.        Annual Report of President    At the annual meeting of River Breeze members there shall be a report by the President showing the whole amount of real and personal property owned by the corporation, where located, and where an how invested, the amount and nature of property acquired during the year immediately preceding the date of the report, and the manner of the acquisition; the amount applied appropriated or expended or persons to or for which such applications, appropriation and expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the corporation during such year. This report shall be filed with record of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting.

 

 

 ARTICLE II

 

      DIRECTORS

            Section 1.        Number.          The Board of Directors shall consist of not less than Three (3) nor more than five (5) members and they shall hold office until their successors are elected.            

 

            Section 2.        Quorum.          A majority of the board of directors shall constitute a quorum at any meeting.

 

            Section 3.        Meeting           Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business if a quorum be present, immediately after the annual meeting of members, or at such time and place as may be fixed by consent in writing of all the Directors. Regular meetings may be held without notice at such times and places as shall be determined from time to time by resolution of the Board.

 

            Section 4.        Place of Holding Meeting and Keeping Books.         The Directors may hold their meetings and keep the books of the corporation outside the State of Delaware, at any offices of the corporation, or at any other place, as they may from time to time determine.  

 

            Section 5.        Special Meetings.        The President or Secretary may, and at the request of the Board of Directors, shall, call a special meeting of the Board of Directors one day’s notice of which shall be given in person or by mail or telephone. Anything in these by – laws to do the contrary notwithstanding, a waiver of notice of any meeting, signed by all of the Trustees, shall in all respects be valid and equivalent to notice thereof.

 

            Section 6.        Vacancies.       Vacancies occurring in the membership of the Board of Directors, from whatever cause arising, may be filled by a majority vote of the remaining Directors although less than a quorum, or such vacancies may be filled by the members. 

 

            Section 7.        Committees.    The Board of Directors shall have the power to appoint such committees, including and Executive Committee of two or more members, as they may deem advisable and proper from time to time, and to define their powers and duties.

 

 

ARTICLE III

 

     OFFICERS

            Section 1.        Election of Officers.   At the first meeting of each newly elected Board, the Directors shall elect from among their number a President, and may also elect one or more Vice-Presidents, A Treasure, a Secretary, and such other officers, who need not be Directors. The Board of Directors may elect one or more Vice- Presidents, as the Board may, from time to time determine, and may define their duties. Any two offices may be held by the same individual. Such officers shall hold office until their successors are elected and qualify.

 

            Section 2.        The President.             The President shall when present, preside at all meetings of the Directors and members; he shall have the power to call special meetings of the members and Directors for any purpose or purposes, appoint and discharge employees and agents of the company and fix their compensation; he shall make and sign contracts and agreements in the name of and on behalf of the company; he shall have general management and control of the business of the company; and he shall generally do and perform all acts incident to the office of President, which are authorized or required by law.

 

            Section3.         Vice-President.           The Vice-President shall, in the absence or incapacity of the President, preside over the meeting of the Directors and members and shall perform such duties as may be authorized from time to time by the Board of Directors.

 

            Section 4.        Treasurer,        The Treasurer shall perform all the duties customary to this office, and shall have the care and custody of the funds and securities of the corporation, and shall have the general supervision of the books and account.           

 

            Section 5.        Secretary.        The Secretary shall keep the minutes of the Board of Directors and members’ meetings, and shall have the custody of the Seal of the Corporation and affix the same to documents when authorized so to do. He shall perform all of the duties usual to that office.

 

            Section 6.        Removal.         Any officer, elected or appointed by the Board of Directors or by the members, and any member of any committee may be removed at ant time with or without cause by a majority vote of the Directors at a meeting of the Board called for that purpose.  

 

ARTICLE IV

 

     MISCELLANEOUS PROVISIONS

            Section 1.        Fiscal Year.     The fiscal year of the corporation shall end on the 31^st day of December of each year.

 

            Section 2.        Notices.           Whenever any notice is required by these by-laws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post paid wrapper, addressed to the persons entitled thereto at his last known post office address and such notice required to be given under these by-laws may be waived by the person entitled thereto.

 

ARTICLE V

 

     COMMERCIAL PAPER

Section 1.        All checks, drafts or orders for payment of money shall be signed by such officer or officers as the Directors may designate.

 

 

 ARTICLE VI

                                   

       AMENDMENTS

            These by-laws may be amended at any members’ meeting by vote of sixty percent (60) of the members, represented either in person or by proxy, or at any regular or special meeting of the Board of Directors, by a majority vote of the entire Board.