BYLAWS OF
LAKE HOLDEN PROPERTY OWNERS ASSOCIATION, INC.
A Non-Profit Florida Corporation

ARTICLE I
NAME

This corporation shall be known as LAKE HOLDEN PROPERTY OWNERS ASSOCIATION, INC., a non-profit Florida corporation, hereinafter referred to as the "Association".

ARTICLE II
PURPOSES

The purposes of the corporation are those as set forth in the Articles of Incorporation in Article II thereof.  No dividends shall be paid and no part of any income of the corporation shall be distributed to the officers or directors of the corporation except as provided by law, and in the event of the dissolution of the corporation all of its remaining assets, after payment of all costs and expenses of such dissolution, shall be distributable to organizations which have qualified for exemption under 501 (c) (3) or other applicable section of the Internal Revenue Code, or to any agency of the State of Florida for public purpose, and none of the assets will be distributable to any member, director, officer or trustee of the corporation unless otherwise authorized by law.  If deemed appropriate by the Directors, the Association may own real property.

ARTICLE III
MEMBERSHIP

SECTION 1 -  REGULAR MEMBERSHIP

Regular membership shall be voluntary and limited to those natural persons who own residential property or undeveloped land abutting Lake Holden, or who are members of another homeowner's association which has access to Lake Holden, or who have access to Lake Holden through deed rights or easements.  Excluded from membership are owners of commercial property.

SECTION 2 - ASSOCIATE MEMBERSHIP

Associate membership is voluntary and is open to any person or entity who possesses a real property interest in the area bounded by Michigan Avenue to the north, the railroad right-of-way to the east, Holden Avenue to the south, and Orange Blossom Trail to the west and who is interested in the quality of Lake Holden and the purposes of the Association.  Associate members have no voting rights but shall be entitled to participate in all other activities of the association.

ARTICLE IV
MEMBERSHIP MEETINGS

SECTION 1 - ANNUAL MEETING

The annual meeting of the membership shall be held at a place and time designated by the President with the approval of the Directors.  One of the purposes of the annual meeting shall be the election of the Officers and Directors of the Association for the ensuing year, the newly elected Officers and Directors to take office immediately following election.  The annual meeting shall be held within thirteen (13) months of the preceding annual meeting.  The members shall be given at least ten (10) days written notice of the annual meeting.

SECTION 2 - SPECIAL MEETINGS

Special meetings may be held at the call of the President or with the request of a majority of the Board of Directors, whereupon the Corresponding Secretary shall give a minimum of ten (10) days notice to the membership of such special meetings and the purposes for which said meeting was called and the business to be conducted thereat.

SECTION 3 - NOTICE

Except when the time and date of meetings have been announced at a preceding meeting, the Corresponding Secretary shall give notice by telephone or in writing to the membership.  Written notice shall be given by mail or by hand delivery directed to the member's address last appearing on the records of the Association.

SECTION 4 - ORDER OF BUSINESS

Order of business at the annual meeting shall be as follows:
	A.	Meeting called to order by the President or representative.
	B.	Reading of the Minutes of the previous meeting.
	C.	Introductions of and presentations by guest speakers.
	D.	Report of the President.
	E.	Report of the Treasurer.
	F.	Report of the Secretary.
	G.	Reports of Committees.
	H.	Transaction of other business for which notice has been given.
	I.	Transaction of new business or other business called before the meeting.
	J.	Election of Directors.
	K.	Notification of the time of next meeting, if known.
	L.	Adjournment.

SECTION 5 - QUORUM

Ten (10) dues paid regular members present or represented by proxy at any meeting shall constitute a quorum for the transaction of business.

SECTION 6 - VOTING

Every dues paid regular member of the Association shall have the right and be entitled to one vote per dwelling or undeveloped lot, in person or by proxy, upon every proposal properly submitted to vote at a meeting of the members.  A member may assign his/her vote by proxy in writing to any other member of the Association to be effective for one (1) meeting only.   The proxy must be submitted to the Recording Secretary prior to the commencement of the meeting for which the proxy is given.

SECTION 7 - ELECTIONS

A.	ELECTION OF DIRECTORS: Nominations for directors or officers may be made in writing and delivered to the Recording Secretary prior to the annual meeting or may be made from the floor at the annual meeting.  Voting may be made by acclamation if there is only one nominee or by secret written ballot, with the nominee receiving the most votes cast declared elected.  Votes shall be counted by the Recording Secretary at the annual meeting.

B.	ELECTION OF OFFICERS:  Officers shall be nominated from the members of the Board of Directors and elected by the Directors at their first meeting following the annual meeting.

ARTICLE V
OFFICERS/BOARD OF DIRECTORS

SECTION 1 - OFFICERS

A.	OFFICERS, QUALIFICATIONS, TENURE: The officers of the Association shall be President, First Vice-President, Second Vice-President, Recording Secretary, Treasurer and Corresponding Secretary.  The tenure of office shall be for one (1) year.  The officers must be members of the Association.  Except for the offices of (a) First Vice-President and Second Vice-President, and (b) Recording Secretary and Corresponding Secretary, which may be combined in one office, no person shall hold more than one of the offices in this Article simultaneously. 

B.	OFFICE FUNCTIONS: A general description of each office and the responsibilities thereof is set forth as follows:

		PRESIDENT:  The President is the principal executive officer of the Association and shall, in general, supervise and manage all of the business and affairs of the Association.  He/she shall represent the Association in all official matters, and he/she has the sole authority to make public statements regarding any and all matters concerning the Association and its positions.  The President may assign this authority to a spokesperson for specific reasons or purposes or for special occasions as, in the President's opinion, may be required.  The President shall preside over all general meetings of the Association as well as all Board meetings.  The President shall be an ex-officio member of all committees of the Association, shall appoint chairpersons to such committees, aid in the assignment of members for service thereon, and is entitled to vote at committee meetings only in event of a tie.

		FIRST VICE PRESIDENT: Shall assume any and all functions of the office of President due to the absence or inability of the President to so perform for valid reasons including the resignation of the President until a replacement is elected according to procedures as set forth herein.  The First Vice President shall carry out duties assigned by the President and shall act as the Parliamentarian at each meeting to assist the President in controlling the conduct thereof.  The First Vice President shall be an ex-officio member of committees as designated by the President in addition to any other members of such committees.

		SECOND VICE PRESIDENT: Shall assume any and all functions of the office of President and/or First Vice President for valid reasons including the resignations of both until replacements are made elected according to procedures set forth hereinabove in Article IV.  Shall assume the role of Parliamentarian in the absence of the First Vice President at any meeting so as needed.  Shall be an ex-officio member of committees as designated by the President in addition to the any other members of such committees.

		RECORDING SECRETARY: Records the proceedings of all meetings of the Association and of the Board of Directors and maintains files of all legal documents pertaining to the Association such as Articles of Incorporation, Bylaws and others not maintained by the Corresponding Secretary and/or Treasurer.  Records attendance of officers and member delegates at all meetings of the Association and the Board of Directors.  Maintains files of committee reports and documents reflecting Association actions in corporate or public matters to provide for future reference if and as required.  Has custody of the corporate seal and certifies any and all documents as required by the needs of the Association. 

		TREASURER: Receives all monies due the Association and deposits such in bank accounts established for such purpose by the Board of Directors.  Maintains adequate records of all financial transactions subject to an annual audit reflecting income and disbursements accordingly.  The Treasurer shall maintain the Association's list of paid members.  Shall disburse funds for expenses as incurred and authorized by the Board of Directors with two (2) signatories to each check exceeding $250 with no disbursements to be made in cash.  Shall submit an annual budget to the Board of Directors for approval.  Shall submit a quarterly financial report to the Board of Directors, and an annual report to membership at the Annual meeting. 

		CORRESPONDING SECRETARY: Maintains records of correspondence with other groups and entities; prepares and sends letters to other entities at the direction of the Board of Directors or the President; receives correspondence from other groups or members of a non-dues nature and disseminates the information to all Board members.  Gives notice of any and all Board meetings and Association meetings and events to the Board of Directors and to the members; publishes the association newsletter. Performs such other tasks as directed by the Board of Directors. A current membership list containing addresses and phone numbers shall be maintained by the Corresponding Secretary with copies to be provided to each Board Member, which list shall not be used for any commercial purpose.

The Recording Secretary, Treasurer, and Corresponding Secretary may be assigned ex-officio membership on any committee by the President.  Officers may serve as ex-officio members on more than one (1) committee at the President's discretion effecting a liaison between such and the Board of Directors.

SECTION 2 - BOARD OF DIRECTORS

A.	NUMBER AND QUALIFICATIONS: The Board of Directors consists of the officers as set forth in Section 1, A (above), and additional Directors up to a total of eleven who may be elected by the membership.   Each Director  shall be a dues paid regular member of the Association.

B.	 DUTIES OF THE BOARD:  The Board of directors shall determine the policies, fiscal matters, employment of staff if appropriate, and other policies in conformity with the Articles of Incorporation and in general assume responsibility for the guidance of the affairs of the Association.  The Directors hold the power to decide whether or not to contact public officials on issues concerning the membership and whether or not to acquire or dispose of property.

C.	 QUORUM:  The presence of a majority of all of the Directors shall be necessary at any meeting to constitute a quorum to transact business.  The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board of Directors.  Further, the Directors may take action without a meeting if seventy-five percent (75%) of Directors sign a written consent and provide a copy of such consent to any non-participating Director.

D.	 TIME OF MEETING:  Meetings of the Board of Directors shall be at such time as may be set by the President or, in his absence or if a meeting has not been scheduled within a 60 day period of the previous meeting upon the call of any four (4) Directors.  Notice of each meeting shall be given by the Corresponding Secretary, or in the absence of the Corresponding Secretary by the President or First Vice President by telephone, in person or in writing a reasonable time before the meeting and at least three (3) days before such meeting, except that in an emergency a majority of the Directors may waive notice of such meeting before, during or after the meeting.

E.	 VACANCIES:  Vacancies in the Board of Directors may be filled by an election by the remaining Directors for any remaining term of such Director until the annual meeting at which time the membership shall elect new Directors.  Any person so elected to fill a vacancy shall remain a Director until his/her successor has been elected by a vote of the membership present.  If the Directors fail to fill a vacancy, the remaining directors may act as the Board so long as at least five (5) directors are then serving.

SECTION 3 - RESIGNATION OF OFFICER OR DIRECTOR

Any Officer or Director may resign at any time by giving written notice to the Board, the President or the Recording Secretary.  The Board of Directors by majority vote at the next meeting may fill any vacancies in offices for the balance of the resigning officer's term.

SECTION 4 - REMOVAL OF OFFICERS OR DIRECTORS

Any Officer or Director may be removed by the general membership whenever in its judgment the best interests of the Association would be served thereby.  The person to be removed shall be notified by certified mail prior to the vote of the general membership and within five (5) days of said notice shall have the opportunity to appear before a meeting of the members and if he/she fails to appear he/she will be given final notice of the vote.  Removal shall be effected by approval of a majority of all votes of the membership in accordance with the provisions of Section 617.0808, F.S., as amended from time to time.  Failure to attend three (3) consecutive meetings of the Board of Directors without a reasonable or valid excuse shall constitute cause for the removal of a Director.

SECTION 5 - INDEMNIFICATION

The Association shall indemnify every Director, every Officer and every Committee Member against all loss, cost, liability, and expense reasonably incurred or imposed upon him/her in connection with any action, lawsuit, or proceeding to which he/she may be made a party by reason of his/her being or having been a Director or officer or Committee Member of the Association, except as to matters wherein he or she shall be finally adjudged in such action, lawsuit, or proceeding to be liable for or guilty of gross negligence or willful misconduct.  The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director or Officer or Committee Member may be entitled.  The Association shall maintain adequate directors' and officers' liability insurance to fund this obligation.

ARTICLE VI
COMMITTEES

SECTION 1 -APPOINTMENT

The President shall appoint from the membership such Committees as may be necessary or appropriate for the conduct of the business of the Association for the advancement of the purposes thereof.
SECTION 2 - COMMITTEES GUIDELINES

	A.	Legal Committee.  This committee shall review and evaluate all land use, development, zoning, environmental, water quality and litigation issues which impact Lake Holden, the Lake Holden MSTU, or the membership.  There shall be at least three (3) members of this committee.

	B.	Plant Committee.  This committee shall assist members with advice on plantings in and around Lake Holden and shall be authorized to plant beneficial aquatic varieties in Lake Holden.  The committee shall educate members on beneficial and harmful plants in the Lake Holden ecosystem.

	C.	Water Quality.  This committee shall evaluate and notify members concerning water quality issues affecting Lake Holden, including aquatic life and water testing.

	D.	Social Committee.  This committee shall organize and coordinate such activities, entertainment and refreshment as may be deemed desirable or appropriate.  The Second Vice President shall be chairman of this committee.

SECTION 3 - OTHER COMMITTEES

The President shall designate such other additional committees for recreation, sportsmanship, beautification, regulation, or other purposes as may be contemplated by the Articles of Incorporation and purposes of the Association.

ARTICLE VII
DUES

Dues for regular and associate members shall be payable annually for a calendar year in the amount set by the Board of Directors. If a member has not paid annual dues by the date of the annual meeting each year, his/her membership shall be suspended until payment is made.

ARTICLE VIII
RULES OF ORDER

"Robert's Rules of Order" shall be the parliamentary authority for matters of procedure not otherwise provided by these Bylaws.

ARTICLE IX
CORPORATE SEAL

The Board of Directors shall provide a suitable Seal containing the name of the Association and the words "corporation not for profit" and the year of incorporation, which Seal shall be in charge of the Secretary.  The Seal of the Association shall be affixed to all documents, contracts and papers as the Board of Directors may prescribe.

ARTICLE X
AMENDMENTS

These Bylaws may be amended by a majority vote of the dues paid regular members in attendance or represented by proxy at any meeting upon proposal of a the Board of Directors or a majority of the dues paid regular members after notice of said amendment shall have been proposed at a preceding meeting prior to voting on said amendment or furnished in writing by the Secretary to the members at least ten (10) days preceding the meeting at which a vote upon the proposed alteration, amendment, revision, addition or repeal of the Bylaws shall be taken

CERTIFICATE OF SECRETARY

	These Bylaws include all amendments thereto as of ____January 8,___________, 1996_.

						______Jeanne v. Richbourg____
						RECORDING SECRETARY