BYLAWS

The following shall be known as the bylaws of the Lakewood Village Homeowners Association, the bylaws are the rules of self government of the Homeowners' Association. These bylaws are the set of rules by which the Association operates on a daily basis, votes and settles disputes that might arise from time to time, and they are binding on all those members associated with this Association. If the Bylaws are found to be inconsistent with State Law, then State Law will override.

The name of this organization shall be the Lakewood Village Homeowners Association, Inc. a non-profit organization, hereinafter referred to as the Association

The purpose of the Association is to seek to improve the quality of life in the neighborhood in matters of land use, environmental protection, public services, consumer protection, preservation of the historic and unique character of the community; to provide support in other matters of neighborhood concern and to promote and participate in the civic life of Tallahassee and Leon County.

Section 1. "Association" shall mean and refer to Lakewood Village Homeowners Association, Inc., its successors and assigns

Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the owners.

Section 4. "Lot" shall mean and refer to any plot of land shown upon any map of the properties with the exception of the Common Area.

Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of Clerk of the Circuit Court of Leon County, Florida.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

The objectives of the Association are:

l. To maintain community values through unified action.

2. To represent the homeowners and residents of the community in protection of property interests.

3. To maintain an active organization that can speak with one voice for the rights of all before any local, municipal, county or state legislative body, or any individual organization, association, corporation or other group whose actions, policies, intentions and designs can affect the rights of the homeowners, residents and the community.

4. To maintain a non-sectarian and non-partisan approach toward the formulation of policies and resolution of problems.

5. To attend meetings of boards, committees and chambers of local governmental bodies and other organizations in order that the members of the Association may be informed as to the actions of those bodies.

6. To communicate with and elicit input from the community by use of appropriate methods such as general membership meetings, surveys, newsletters and other appropriate methods.

Section 1. ELIGIBILITY FOR MEMBERSHIP: Owners of property in Lakewood Village, Tallahassee, Leon County, Florida, are eligible for membership in the Association upon full payment of the annual dues and completion of an Application for Membership form. Only one vote shall be allowed for each household.

Section 2. HONORARY MEMBERSHIP: Any nonowner resident of Lakewood Village may acquire Honorary Membership in the Association upon full payment of the annual dues and completion of an Application for Membership form. Honorary Membership entitles the non- owner resident to a copy of each newsletter and free participation in neighborhood events for one year from the date of membership. Honorary Membership does not, however, include voting rights or holding an office in the Association.

Section 3. ANNUAL DUES: The membership year shall be from January through December and membership dues shall be established by the Board annually prior the January meeting. Dues shall be paid at the beginning of each year according to the following schedule: $25.00 per household unless changed by the Board.

Section 4. VOTING RIGHTS: The full payment of the annual due's amount will entitle each paid household one vote (excluding Honorary Members) in all Association elections.

Section 5. TERMINATION OF MEMBERSHIP: Membership in the Association is automatically terminated whenever the Member is in default of payment of the annual Association dues or no longer owns property within the Association boundaries.

Section 6. RESIGNATION: Any Member may resign by filing a written resignation with the Secretary of the Association. The resigning Member forfeits any refund of paid dues.

Section 1. Annual Meeting: The annual general meeting of the Association shall be held in January of each year. Meetings may be held more frequently based on the needs of the Association.

Section 2. Special Meetings: Special meetings of the members may be called at any time by the President or by the Board, or by a petition signed by twenty (20) Members in good standing. Such special membership meetings shall require public notice to the entire membership a minimum of ten (10) days prior to the date of the meeting.

Section 3. Notice of Meetings: The notice may take the form of posted signs, on the Association's website, by telephone or newsletter, the contents of which shall be consistent with the purposes of the Association. Such notices shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting. This notice will be delivered to the Members within five (5) days before the date named for the meeting.

Section 4. Quorum: The Members present at any properly announced meeting shall constitute a quorum at such meeting and all issues shall be decided by a majority vote of Members present at the meeting. There will be no proxy voting at any general membership meetings.

Section 5. Except as otherwise provided in these Bylaws, meetings of the Association will be conducted under the most current edition of Robert's Rules of Order as is applicable to small assemblies.

Section 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 January general meeting of the Association. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association.

Section 2. The Nomination Committee shall be appointed by the Board of Directors prior to the October meeting of the Association. Members of the Committee shall serve from the close of the October general meeting until the close of the January general meeting.

Section 3. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations must be made from among members of the Association.

Section 4. Election. Election to the Board shall be by a show of hands. At such election the members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected.

Section 1. The Board of Directors (the "Board") of the Association shall consist of at least three (3) and no more than seven (7) Directors-at-Large elected to serve a term of two (2) years.

Section 2. If any Director leaves office prior to the expiration of his or her term, the President shall recommend to the Board a replacement. Upon the approval of a majority of the Board, such persons shall be appointed as a Director of the Association. Said appointees shall serve only during the unexpired portion of the terminating Director's term.

Section 3. The Board of Directors shall be responsible for the management and administration of the Association.

Section 4. Directors shall be required to attend all Board meetings of the Association. In the event a Director is absent from three (3) consecutive regularly scheduled meetings or a total of five (5) such meetings within the term of office, said Director shall be automatically terminated from office unless, in the opinion of the Board, reasonable justification exists.

Section 5. Compensation. No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties upon approval of the Board.

Section 6. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written or electronic approval of all Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held without notice at a time and place as a majority of them shall determine from time to time.

Section 2. Special Meetings. Special meetings of the Board shall be held when called by the president of the Association, or by any four (4) directors, after not less than five (5) days notice to each director.

Section 3. 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.

Section 1. Enumeration of Officers. The officers of the Association shall be a president, vice president, secretary and treasurer who shall at all times be members of the Board and members at large.

Section 2. Election of officers. The election of officers shall take place at the first meeting of the Board within five (5) days of following the January meeting of the members.

Section 3. Resignation and Removal. Any officer may be removed from office with or without cause by a majority 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 any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.

Section 5. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.

Section 6. Duties. The duties of the officers are as follows:

The President shall be the principal executive officer of the Association shall formulate the agenda and preside over all meetings, represent the Association on public occasions, and make such committee appointments from the membership as shall be deemed advisable for the effective conduct of the work of the Association. The President shall also be an ex-officio member of all committees, excluding the Nominating Committee. The outgoing President shall automatically become a non-voting member of the Board for one year following his/her term of office.

The Vice President shall assist the President as the President requests, and represent the Association on appropriate occasions. The Vice-President shall also, in the absence or disability of the President, perform the duties and exercise the powers of the President of the Association.

The Secretary shall keep attendance records and record the proceedings of all meetings, notify the Board if a Director is subject to termination due to lack of attendance, maintain adequate records of the Association activities and conduct all outside correspondence of the Association. The Secretary shall be responsible for maintaining a current copy of the Bylaws and distributing the current copy to each Director.

The Treasurer shall maintain timely and accurate books of account, shall have custody of all funds of the Association and shall receive and disburse funds under the direction of and in accordance with the instructions of the Board. The Treasurer shall be responsible filing on a timely basis all legal documents required by law. The Treasurer shall not disburse funds not budgeted or substantially exceeding the amount budgeted without the approval of the Board and shall present a brief summary report at each Board meeting.

Unless so authorized, no officer shall have any power or authority to bid the Association by any contract or engagement, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

Section 1. Financial Reports. All funds of this Association shall be maintained in a manner consistent with good accounting practices. Financial reports shall be prepared by the Treasurer and presented to the members at the annual general meeting and in the quarterly newsletter. Financial reports shall be required and presented to the Board of Directors at all regular Board meetings.

Section 2. Financial records shall be made available to any member in good standing upon written request and payment of all costs associated with reproduction.

Section 3. Two signatures shall be required on all checks and drafts for payment or disbursement of funds for the Association. Officers and Directors authorized to sign checks and drafts include the President, Vice President, Treasurer and one other designated Director appointed by the President with such appointment reported to the full Board. Deposits of funds received by the Association shall be made by the Treasurer or by a Director designated by the President and such designated Director shall promptly report all such deposits to the Treasurer.

Section 4. The fiscal year for the Association for the purposes of budgeting shall be from January 1 to December 31. The budget for the following year shall be presented by the Budget Committee for Board approval no later than the first Board meeting of the new fiscal year.

Section 5. The property of the Association is irrevocably dedicated to accomplishing the purposes and objectives of the Association as defined in the Bylaws. Any monetary contributions to outside organizations shall be limited to those activities which directly benefit the community and must be authorized by the Board.

Section 6. The Budget Committee shall review the financial records of the Association and the procedures for receiving and disbursing monies annually, when there is a change in the Treasurer or at any other time when authorized by the Board. Further, the Board may, at any time, elect to have an audit performed by third parties under such terms and conditions as the Board may specify when the Board determines that such third party audit is required or appropriate.

Section 1. Budget Committee. The Budget Committee shall consist of the Vice President, Treasurer and any other Directors as appointed by the President.

Section 2. The Budget Committee shall have the responsibility for developing annual budgets, soliciting budget requests from the Association's committees, and presenting such proposed budgets to the Board for approval not later than the last Board meeting of the fiscal year. The Budget Committee shall also review revenue and expenditures at the end of fiscal year and make recommendations to the Board for approval of any suggested changes. Further, the Budget Committee shall have responsibility for auditing the books and financial procedures of the Association.

Section 3. Architectural Control Committee. The Association shall appoint an Architectural Control Committee as provided in the Declaration.

Section 4. Nomination Committee. The Association shall appoint a Nominating Committee as provided in these Bylaws. In addition, the Board shall appoint other committees as deemed appropriate in carrying out its purpose.

Section 1. The Bylaws, as ratified by the membership, shall establish the policies of the Association and shall supercede all other rules.

Section 2. These Bylaws may be amended by approval of the Board and any member in good standing may propose a Bylaw change to the Board for consideration. All proposed Bylaw changes must be approved by the Board.