BYLAWS OF IVANHOE-WATERFORD HOMEOWNER'S ASSOCIATION, INC.

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ARTICLE IV - MEMBERS MEETINGS

A. PLACE. All meetings of the Membership shall be held at the Office of the Association or at such other place and at such time as shall be designated by the Board of Directors and stated in the Notice of the meeting.

B. NOTICE. Written notice of all Member's meetings shall be given to each Lot Owner and shall be posted in a conspicuous place in a recreational building in the Common Area at least fourteen (14) days prior to said meeting. The notice of any meeting of the Members shall be sent by certified mail to all Lot Owners who do not waive in writing the right to receive said notice by certified mail. Such notice shall be sent to the Lot Owner at the address of such Owner's Lot.

C. ANNUAL MEETING. The annual meeting shall be held at a time designated by the Board of Directors, which meeting shall be held no later than the ninetieth (90th) day after the end of the Association's fiscal year, provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next day following, that is not a holiday. At the annual meeting, the members shall elect by plurality vote (cumulative voting prohibited), a Board of Directors and shall transact such other business as may properly be brought before the meeting.

D. SPECIAL MEETING. Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by Statute, may be called by the President or Vice President, and shall be called by the President, Vice President or Secretary, at the request, in writing, if a majority of the Board of Directors, or at the request, in writing, of voting members representing one-third (1/3) of the Members' total votes, entitled to be cast, which request shall state the purpose or purposes of the proposed meeting. Business transacted at all such meetings shall be confined to the objects stated in the Notice thereof.

E. WAIVER AND CONSENT. Whenever the vote of members at a meeting is required or permitted by any provision of these Bylaws to be taken in connection with any action of the Association, the meeting and votes of Members may be dispensed with if the Members holding not less than three-fourths (3/4ths) of the votes entitled to be cast, shall consent in writing to such action being taken, however, notice of such action shall be given to all Members, unless all Members approve such action.

F. ADJOURNMENT. If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present.

G. QUORUM. A quorum at Members' meetings shall consist of persons entitled to cast twenty (20%) percent of the votes entitled to be cast by the entire Membership. The acts approved by a majority of the votes present at a meeting at which a quorum is present shall constitute the acts of the Members, except when approval by a greater number of Members is required by the Declaration, the Articles of Incorporation or these Bylaws.

H. ORDER OF BUSINESS. The order of business at annual Members' meetings and as far as practical at other Members' meetings, shall be:

(1) Election of chairman of the meeting.
(2) Calling of the roll and certifying of proxies.
(3) Proof of notice of meeting or waiver of notice.
(4) Reading and disposal of any unapproved minutes.
(5) Reports of officers.
(6) Reports of committees.
(7) Election of inspectors of election.
(8) Election of directors.
(9) Unfinished business.
(10) New business.
(11) Adjournment.

I. PARLIAMENTARY RULES. Roberts' Rules of Order (latest edition) shall govern the conduct of Association meetings when not in conflict with the Declaration, Articles of Incorporation, or these Bylaws.

Articles I and II - Purpose and Powers - Definitions
Article III - Membership and Voting
Article IV - Members Meetings
Article V - Directors
Article VI - Officers
Articles VII and VIII - Finances & Assessments and Amendments

NOTE: Upon "closing," each new owner should have received a document called "DECLARATION OF COVENANTS OF WATERFORD SUBDIVISION." This scanned and typed copy of selected sections of the Covenants is not meant to replace that document, or the BY-LAWS, which govern the Association election process. It is provided here simply as a convenient reference for "Frequently Asked Questions" regarding typical homeowner issues. This is not a legal document, and neither the Association nor the editor bear any liability for errors. If you do not find the information you seek, you are urged to contact one of your Association Board members, or consult your own hard copy.

www.ivanhoe-waterford.com © 1997 Pete LaMoia