Article V

Directors and Officers

Section 5.1: Designations and general responsibilities
Section 5.2: Officers
Section 5.3: Block Chairpersons
Section 5.4: Meetings of the Board of Directors
Section 5.5: Quorum
Section 5.6: Vacancies
Section 5.7: Compensation
Section 5.8: Duties of the President
Section 5.9: Duties of the Vice-President
Section 5.10: Duties of the Secretary/Treasurer

Section 5.1 Designations and general responsibilities. The number of Directors shall eventually total 13, consisting of 3 Officers and 10 "Area Representatives", to be known as "Block Chairpersons". All business and property of the Corporation shall be managed and controlled by the Board of Directors.

Section 5.2 Officers. There will be 3 Corporate Officers consisting of a President, Vice-president and a Secretary/Treasurer. All 3 Officers shall be elected by a simple majority of the shares held by all the shareholders in attendance or represented by proxy at the annual meeting of the shareholders and will hold office for one yearand/or until their successors are elected and qualified

Section 5.3. Block Chairpersons. Each "Area" or "Block" in the subdivision will be represented on the Board of Directors by an Area Representative to be known as a Block Chairperson. Until such time as the final phase of the subdivision is more fully developed, there will be one representative on the Board from each of the following areas:

• Bellaire Court
• Blissfield Court
• Bloomfield Court
• Dunecrest Drive
• Dunes Parkway/North Hilltop Dr/South Hilltop Dr
• Lower Norcrest Drive
• Upper Norcrest Drive
• Pleasant Hill Drive

As soon as 5 residences have been completed and occupied in the area of the subdivision which encompasses North and South Hilltop Drives, this area will no longer be considered part of the Dunes Parkway area and will be represented by a North Hilltop/South Hilltop Block Chairperson. At the point that at least 5 residences have been completed and occupied on each of the new streets, each will be represented on the Board by its own Block Chairperson.

Block Chairpersons shall be elected by a simple majority of the shares held only by the shareholders owning lots in the area to be represented in attendance or represented by proxy at the annual meeting of the shareholders
and will hold office for one year and/or until their successors are elected and qualified. If for any reason an area is not represented at the annual meeting of the shareholders by at least 5 shares of stock owned by at least 2 unrelated shareholders, the newly elected President will appoint a Block Chairperson for that area. In such a case of Presidential appointment, the shareholders owning lots in the area to be represented will be given an opportunity to override the appointment by means of a special ballot. These ballots will be prepared by the Secretary immediately following the conclusion of the annual meeting of the shareholders. Such ballotwill be in the form illustrated as appendix 1 to these By-Laws and will include the name of the appointee as a nominee for the position as well as space for write-in candidates. These ballots will be mailed or hand delivered to the last known address of each shareholder owning a lot in the area to be represented and shareholders will have 30 days from the date of delivery to either ratify the appointment or vote for another candidate. If a candidate other than the appointee receives a simple majority of all shares held by the shareholders owning lots in the area to be represented, and agrees to accept the position, the appointment will cease and the successful candidate will complete the remainder of the term of office. The appointment of a Block Chairperson that is later overridden will in no way taint the validity of any action taken by the Board of Directors during the tenure of the appointee. The appointee will have full voting rights and any other rights of a Director from the time of the appointment until the Secretary informs the Board that the appointment has been overridden by the shareholders.

Section 5.4 Meetings of the Board of Directors. The Board of Directors shall endeavor to routinely meet once per month, but meetings of the Board may be called at any time by any of the Officers or by a majority of the Directors. Meetings of the Board may be in any location acceptable to a majority of the Directors. Directors shall be notified in any reasonable manner of the time, place and purpose of all meetings of the Board at least 3 days prior to such meeting. While attendance at every meeting is not a requirement of Directorship, each Block Chairperson is expected to seek at least one "alternate Chairperson" who would be willing to attend meetings and vote the Block Chairperson's proxy in the Director's absence. Such "alternate Chairperson" may be any other shareholder who owns a lot in the area represented by the Block Chairperson. Officers of the Corporation may not choose alternatesbut are expected to attend as many meetings of the Board as possible and to give proxy to another Director in the event of the Officer's unavoidable absence.

Section 5.5 Quorum. A majority of the Board of Directors, represented in person or by proxy, shall constitute a quorum for the transaction of business, and if at any meeting of the Board there be less than a quorum present, in person or by proxy, a majority of those present may adjourn the meeting to a future date at which time a quorum may be present.

Section 5.6 Vacancies. Vacancies in the Board of Directors will be filled by appointment of a majority of the remaining Directors. Each Director so appointed shall hold office until a successor is elected by the shareholders at the next annual meeting of the shareholders or at any special meeting duly called for that purpose.

Section 5.7 Compensation. No Director, including the Officers, will receive any salary or compensation for services as a Director or Officer of this Corporation.

Section 5.8 Duties of the President. The President shall be the chief executive officer of the Corporation, and in the recess of the Board of Directors shall have the general control and management of the Corporation's business and affairs, subject, however, to the right of the Board of Directors to delegate any specific power (except those which may by statute be conferred exclusively upon the President) to any other Officer or Officers of the Corporation. The President shall preside at all meetings of the Directors and all meetings of the shareholders. The President may, from time to time, delegate any of his duties to the Vice-President except those which may by statute only be performed by the President.

Section 5.9 Duties of the Vice-president. The Vice-president shall succeed to President should the office of President become vacant by death, disability or other cause and, in the event of the absence of the President, or the President's inability to discharge the duties of his office, such duties shall temporarily devolve upon the Vice-president. The Vice-president shall perform any other duties which the President or the Board of Directors may, from time to time, authorize him to do.

Section 5.10 Duties of the Secretary/Treasurer. While these 2 offices are vested in only one individual, the duties of each office are indeed separate and distinct, and the Secretary/Treasurer shall never execute, acknowledge or verify any instrument in more than one capacity.

Secretary. The Secretary of the Corporation shall keep the minutes of all meetings of the shareholders and all meetings of the Board of Directors in books provided for that purpose (except that in the Secretary's absence or inability to discharge the duties of his office, the presiding officer may appoint any person to act as Secretary of that particular meeting). The Secretary shall also attend to the giving and receiving of all notices of the Corporation; sign, with the President or Vice- president, all contracts authorized by the Board of Directors in the name of the Corporation; take charge of the stock certificate and stock transfer ledgers; and take charge of any other books and papers as the Board of Directors may direct. All records and other items in the charge of the Secretary shall , at all reasonable times, be open to the examination of any Director.

Treasurer. The Treasurer shall have custody and keep account of all money, funds and property of the Corporation, unless otherwise determined by the Board of Directors, and he shall render such accounts and present such statements to the President and other Directors as may be reasonably required of him. The Treasurer shall deposit all funds of the Corporation which may come into his hands in such bank or banks as the Board of Directors may designate and will title all bank accounts in the name of the Corporation. The Treasurer shall send all billings for annual Dues and special assessments as determined by the Board of Directors and shall keep an accurate accounting of payments received. He shall pay out money as the Corporation may require upon the order of the properly constituted Officer or Officers of the Corporation and maintain an accurate accounting of all expenditures.