ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting shall be held during the month of March at such time and place as shall be determined by the Board of Directors.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-half (1/2) of all of the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, twenty percent (20%) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-laws.  If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be revocable and shall automatically cease upon conveyance by the member of his/her lot.

Section 6. Voting by Mail.  As an exception to anything to the contrary contained in Section 4 of this Article or any other provision of these by-laws, members may be required or permitted to vote by mail for the election of members of the Board of Directors. The Board of Directors shall determine whether mail voting is required or permitted for any election and shall establish the governing rules and procedures. The Board may constitute mail as the exclusive method of voting in a particular election or it may combine voting by mail with voting in person or by proxy. For any election of directors where voting by mail is required or permitted, the proxy requirement of Section 4 is deemed to be automatically satisfied without regard to the number of voting representatives actually present at the meeting. No other item of business may be transacted unless there are actually present at the meeting (in person or by proxy) a sufficient number of votes to satisfy the quorum requirement of Section 4. As an exception to the preceding sentences of this section, the Board of Directors shall not authorize voting by mail if, not later than January 15 of the year of the annual meeting, any member of the Board is served with a petition (personally or by certified mail), signed by owners representing at least 10 lots in Commodore's Club, and demanding that the Board refrain from authorizing or requiring that votes for directors be cast by mail.  The signature of any one owner will be sufficient.