AMENDED & RESTATED
BYLAWS
OF
GOLFVIEW GOLF & RACQUET CLUB
COMMUNITY ASSOCIATION, INC.

1.1    Principal Office. The principal office of this corporation is currently located at 14849 Hole-In- One Circle, Fort Myers, Florida 33919, and subsequently at such other place as may be established by resolution of the Board of Governors.

1.2    Definitions. All terms defined in the Amended and Restated Declaration of Protective Covenants, and Restrictions for Golfview Golf & Racquet Club (the "Declaration of Covenants") to which these Bylaws were attached as an exhibit when it was originally recorded, shall be used with the same meanings as defined therein.

1.3    Seal. The seal of the Association shall be inscribed with the name of the Association, the year of its organization, and the words "Florida" and "corporation not for profit". The seal may be used by causing it, or a facsimile of it, to be impressed, affixed, reproduced or otherwise placed upon any document or writing of the corporation where a seal may be required.

2.1 Voting Rights; Voting Interests.  The owner(s) of each Living Unit shall have one (1) indivisible vote in all Association matters.

2.2 Method of Voting. All votes of the members pertaining to the Association shall be cast by the Voting Representatives of the Neighborhood Associations designated as provided in Section 3.6.  Such procedure, subject to any restrictions, limitations or conditions which may be imposed by The Neighborhood Covenants or by other recorded instrument, shall provide for votes to be cast in the same manner as originally cast by its members.  Nothing herein shall require the use of secret ballots unless such use is required by law.

2.3 Membership Records.  Records shall be maintained by the Association showing the names of the members, their addresses, the number of Living Units owned by each member and such other information as the Board shall require.  Members may be issued, a certificate or other evidence of membership, which may be wallet-size.  The certificate of membership may set forth the number of Living Units owned by the member and such other information as determined by the Board.  Admission to any Common Area, facility, meeting or affair of the Association may be conditioned upon production of a current certificate of membership by the member.

2.4 Transfer of Membership.  Except as provided in Section 2.7 below, no member may transfer his Association membership, except as an appurtenance to his Lot or Living Unit.  The Association shall be entitled to charge an administrative transfer fee equal to $100.00 for each transfer.  When a member ceases to be an owner, his membership shall cease.  The termination of membership in the Association does not relieve or release any former member from liability or obligation incurred under or in any way connected with the Association during the period of his membership, nor does it impair any rights or remedies which the Association may have against any former member arising out of or in any way connected with such membership and the covenants and obligations incident thereto. Interim membership is not transferrable.

2.5 Rights and Privileges of Members.

(A)     Every member shall have the right to:

Each member is encouraged to take an active interest in Association affairs.

(B)     Every member shall have the privilege of using and enjoying the Common Areas, subject to the rules of the Association and the right of the Association to charge admission and other fees for the use of any facilities.

(C)     A member is in good standing if he is current in the payment of all assessments and other financial obligations to the Association, and his membership is not suspended.

2.6 Delegation of Rights to use Common Areas.

(A)     In accordance with Section 3.4 of the Declaration of Covenants, a member may delegate his privilege to use the Common Areas to:


(B)     In the case of residential tenants of the member's Living Unit, the delegating member must give prior written notice to the Association of such delegation.  The written notification shall state the name, age, permanent address, intended length of time the delegation will be effective, and such other information about each residential tenant as the Board shall require.

(C)     A member who has delegated his use privileges and is not in residence in Golfview Golf & Racquet Club may not use Common Areas during the period of the delegation, except as a guest of another member.  A member may not be the guest of his tenant.

(D)     Members shall be responsible for keeping the Association informed as to the identity and relationship of any persons who normally reside with the member and intend to utilize the Association Common Areas.

(E)     The Board of Governors may limit the number of guests or the frequency or duration of any member's delegation of use rights, and may impose fees for the delegation of such rights of use of the facilities by renters or guests, which fees may be different from fees charged to members for their use.

(F)     The delegation of membership is subject to the one (1) family limitation described in Section 3.2 of the Declaration of Covenants.

2.7 Suspension of Membership.  Unless otherwise prohibited by law, as further provided in the Declaration, the Board may suspend a member's membership in the Association:


Membership shall not be suspended until the member has been sent reasonable notice of the intended suspension and been offered a reasonable opportunity to be heard. Suspension of any member's membership temporarily revokes the member's rights and privileges to use and enjoy Common Areas and facilities and to participate in Association affairs.  A suspension shall in no way impair the enforceability of any assessment or lien therefor, or the authority of the Association to assess and collect any future assessment and lien, nor shall it impair the member's right of access to, and use of, his own property in a manner consistent with the Governing Documents.  The right of the member to vote may not be suspended.

3.1 Annual Meeting. The annual meeting shall be held in Lee County each year, at a day, place and time designated by the Board of Governors, for the purpose of seating Governors and transacting any other duly authorized business.  The annual meeting is a general meeting and notice of an annual meeting shall include a description of the purpose or purposes for which the meeting is called.

3.2 Special Members' Meetings. Special members' meetings must be held whenever called for by the President, Vice-President, or by a majority of the Governors, and must be promptly called by the Board upon receipt of a written request signed by voting representatives entitled to cast votes for at least twenty percent (20%) of the members.  Such requests shall be in writing and shall state the purpose or purposes of the meeting.  Business at any special meeting shall be limited to the item specified in the request or contained in the notice of meeting.

3.3 Quorum. A quorum shall be attained at a members' meeting by the presence in person of voting representatives for at least fifty one percent (51 %) of the total voting interests.

3.4 Vote Required to Transact Business. The acts or resolution, approved by at least a majority of the votes cast at a duly called meeting at which a quorum has been attained, shall be the act of the Members, unless a higher vote is specifically required by law or by the Governing Documents.

3.5 Notice of Meetings. Written notice of meetings shall be sent electronically, mailed or hand-delivered to the individual designated by each Neighborhood Association to receive Association notices.  Thereafter, it shall be the responsibility of the Neighborhood Association to notify the owners of all Living Units.  The notices must be sent electronically, mailed or delivered by the Association not less than thirty (30) days prior to the date of the meeting.

 
3.6 Voting Representatives. Each Neighborhood Association shall appoint and designate in writing to the Secretary of the Association, at least annually prior to the Community Association Annual Meeting, the name and address of one person who will serve as its Voting Representative for that year.  That person will:


3.7 Adjourned Meetings.  Any duly called meeting of the members may be adjourned to be reconvened at a later time by vote of the majority of the voting interests present, regardless of whether a quorum has been attained.  Unless the Bylaws require otherwise, adjournment of annual or special meeting to a different date, time or place must be announced at that meeting before an adjournment is taken, or notice must be given of the new date, time, or place pursuant to Section 720.303(2), Florida Statutes (2000) as amended.  Any business that might have been transacted on the original date of the meeting may be transacted at the adjourned meeting.  If a new record date for the adjourned meeting is or must be fixed under Section 617.0701, Florida Statutes (2000), as amended, notice of the adjourned meeting must be given to persons who are entitled to vote and are members as of the new record date but were not members as of the previous record date.

3.8 Order of Business. The order of business at Members' meetings shall be substantially as follows:


3.9 Minutes.  Minutes of all meetings of the members must be maintained in written form, or in another form that can be converted into written form.

 
3.10 Parliamentary Rules.  Roberts' Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the law, with the Declaration of Covenants, or with these Bylaws.  The presiding officer may appoint a Parliamentarian, but the decision of the presiding  officer on questions of parliamentary procedure shall be final.  Any question or point of order not raised at the meeting to which it relates shall be deemed waived.

3.11 Action by Members without a Meeting.  Except the holding of the annual meeting, any action required or permitted to be taken at a meeting of the Members may be taken by mail without a meeting if written instruments expressing approval of the action proposed to be taken are signed and returned by Members having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all of the voting interests were present and voting.  If the requisite number of written consents are received by the Secretary within sixty (60) days after the earliest date which appears on any of the consent forms received, the proposed action so authorized shall be of full force and effect as if the action had been approved at a meeting of the Members held on the sixtieth (60th) day.  Within ten (10) days thereafter, the Board shall send written notice of the action taken to all Members who have not consented in writing. Nothing in this paragraph affects the rights of members to call a special meeting of the membership, as provided for by Section 3.2 above, or by law.

4.1 Powers. The Board shall have the authority to:

(A)     Manage and control the affairs of the Association.

(B)     Appoint and remove at its pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation and require of them such security or fidelity bond as it may deem expedient. No Board member may be employed by the Association in any capacity whatsoever.

(C)     Establish, levy, assess, and collect any assessment or charge provided for in the Governing Documents.

(D)     Designate one or more financial institution(s) as depository for Association funds, and the officer(s) authorized to make withdrawals therefrom.

(E)     With the prior consent of at least a majority of the voting interests, borrow money for Association purposes, and assign, pledge, mortgage or encumber any Community or Association Common Areas or future revenues of the Association as security therefor;

(F)     Adopt, amend or revoke rules and regulations relating to the use of Common Areas, and such sanctions for noncompliance therewith, as it may deem necessary for the best interest of the Association and its Members.  The Board may also establish and levy fees for the use of Common Areas or Association property;

(G)     Cause the Association to employ sufficient personnel to adequately perform the responsibilities of the Association;

(H)     Negotiate and enter into contracts for the maintenance and operation of the Common Areas;

(I)     Make improvements to the Common Areas.

(J)     Establish committees of the Association and appoint the members thereof.  It may assign to such committees responsibilities and duties not inconsistent with the provisions of these Bylaws as it may deem appropriate;

(K)     Acquire property, real or personal, and enter into agreements with any persons, relating to the orderly transfer of property from said person to the Association and such other matters as the Board may deem appropriate.

(L)     Perform all other acts not inconsistent with law or the governing documents and necessary for the proper functioning of the Association.

4.2 Term of Office. Each Governor shall be appointed for a term of one (1) year, or until the Neighborhood Board replaces and appoints another person who is then seated on the Community Association's Board of Governors.  There is no limit on the number of consecutive terms to which a Governor may be appointed.  A resignation must be in writing to be effective, and may not be revoked once received by the Association.

4.3 Vacancies on the Board. If the office of any Governor or Governors becomes vacant for any reason, his/her replacement shall be made by the Neighborhood Association Board where the vacancy occurred.

4.4 Removal. Any Governor may be removed from the Board with or without cause by vote of the affected Neighborhood Association Board.

4.5 Organizational Meeting. An organizational meeting of a new Board of Governors shall be held within ten (10) days after the  seating of new Governors at such place and time as may be fixed by the new Governors.

4.6 Regular Meetings. Regular meetings of the Board shall be held at such time and place in Lee County, Florida, as shall be determined from time to time by the Governors. A regular meeting of the Board of Governors is any meeting held according to a regular weekly, monthly or other periodic schedule adopted from time to time by the Board. Notice of regular meetings shall be given to each Governor, personally or by mail, telephone, or electronically, at least ten (10) days before the day named for such meeting. At regular meetings any business of the Association may be transacted.

4.7 Special Meetings. Special meetings of the Board are all meetings other than the annual organizational meeting and regular meetings.  Special meetings may be called by the President, the Secretary, or by a majority of the Governors.  Not less than two (2) days notice of a special meeting shall be given to each Governor, personally or by mail, telephone or electronically, which notice shall state the time, place, and purposes of the meeting.  Business conducted at a special meeting shall be limited to the items specified in the notice of the meeting.

4.8 Waiver of Notice by Governors.  Any Governor may waive notice of a Board meeting before or after the meeting, and such waiver shall be deemed equivalent to the receipt of notice. Attendance at a meeting by any Governor constitutes waiver of notice, unless that Governor objects to the lack of notice at the beginning of the meeting.

4.9 Board Meetings: Notice to Members.  A meeting of the Board of Governors occurs whenever a quorum of the Board gathers and conducts Association business.  All meetings of the Board shall be open to all members, except as otherwise provided by law.  Notice of all Board meetings shall be posted in a conspicuous place on the Association Common Areas at least forty-eight (48) hours in advance of a meeting, except in an emergency.  An assessment may not be levied at a Board meeting unless the notice of the meeting includes a statement that assessments will be considered and the nature of such assessments. Any owner may record meetings of the Board and meetings of the members. The Board may adopt reasonable rules governing the recording of these meetings.

4.10 Quorum of Governors. A quorum at a Board meeting shall exist only when a majority of all Governors are present in person.  Governors may not vote by proxy or secret ballots at Board meetings, except that secret ballots may be used in electing officers.  Any Governor has a right to participate in any meeting of the Board, or meeting of an executive or other committee, by means of a conference telephone call or similar communicative arrangement whereby all persons present can hear and speak to all other persons.  Participation by such means shall be deemed equivalent to presence in person.

4.11 Vote Required. Except as otherwise required by law or the governing documents, the acts approved by a majority of the Governors present and voting at a duly called Board meeting at which a quorum exists shall constitute the acts of the Board of Governors.

4.12 Presumption of Assent. A Governor who is present at a meeting of the Board shall be deemed to have voted in favor of the point of view that prevails on any question, unless he voted against such action or abstained from voting because of an asserted conflict of interest.  The vote of each Governor on each matter considered, including abstention because of an asserted conflict of interest, must be recorded in the minutes of the meeting. '

4.13 Adjourned Meetings. The majority of the Governors present at any meeting of the Board, regardless of whether a quorum exists, may adjourn the meeting to be reconvened at a later time. When the meeting is reconvened, provided a quorum exists, any business that might have been transacted at the meeting originally called may be transacted without further notice.

4.14 The Presiding Officer. The President of the Association, or in his absence, the Vice-President, shall be the presiding officer at all meetings of the Board of Governors.  If neither is present, the presiding officer shall be selected by majority vote of those present.

4.15 Compensation of Governors and Officers. Neither Governors nor officers shall receive compensation for their services as such. Governors may not also be employees of the Association. Governors and officers may be compensated for all actual and proper out-of-pocket expenses relating to the proper discharge of their respective duties.

4.16 Emergency Powers. In the event of an "emergency" as defined in Paragraph 4.16(G) below, the Board of Governors of the Association may exercise the emergency powers as described in this Section, and any other emergency powers authorized by Sections 617.0207, and 617.0303, Florida Statutes (2000), as amended from time to time.

(A)     The Board may name as assistant officers persons who are not Governors, which assistant officers shall have the same authority as the executive officers of whom they are assistant during the period of the emergency, to accommodate the incapacity of any officer of the Association.

(B)     The Board may relocate the principal office or designate alternative principal offices or authorize the officers to do so.

(C)     During any emergency the Board may hold meetings with notice given only to those Governors with whom it is practicable to communicate, and the notice may be given in any practical manner, including publication or radio.  The Governor or Governors in attendance at such a meeting shall constitute a quorum.

(D)     Corporate action taken in good faith during an emergency under this Section to further the ordinary affairs of the Association shall bind the Association; and shall have the rebuttable presumption of being reasonable and necessary.


(E)     Any officer, Governor or employee of the Association acting with a reasonable belief that his actions are lawful in accordance with these emergency Bylaws shall incur no liability for doing so, except in the case of willful misconduct.

(F)     The provisions of these emergency Bylaws shall supersede any inconsistent or contrary provisions of the Bylaws during the period of the emergency.

(G)     For purposes of this Section, an "emergency" exists only during a period of time that the Neighborhood, or the immediate geographic area in which the Neighborhood is located, is subjected to:

(l)    a state of emergency declared by law enforcement authorities;

(2)     a hurricane warning;

(3)     a partial or complete evacuation order;

(4)     designation by federal or state government as a "disaster area;" or

(5)     a catastrophic occurrence, whether natural or man-made, which seriously damages or threatens serious damage to the Neighborhood, such as an earthquake, tidal wave, fire, hurricane, tornado, war, civil unrest, or acts of terrorism.

4.17 Committee Meetings.  The provisions of this Section 4, governing the calling and holding of Board meetings, shall also apply to the meetings of all committees or other similar bodies specified in the Governing Documents, and to any committee or similar body appointed by the Board.  The meetings of any Board-appointed committee, including any body vested with the power to approve or disapprove architectural decisions must be conducted with the same formalities as required for meetings of the Board.

5.1 Officers and Elections.  The executive officers of the Association shall be a President, and one or more Vice-Presidents, who must be Governors of the Association, as well as a Treasurer and a Secretary, all of whom shall be elected annually by majority vote of the Board of Governors.  Any officer may be removed, with or without cause, by vote of a majority of all Governors at any meeting.  Any person except the President may hold two or more offices.  The Board of Governors shall, from time to time, appoint such other officers, and designate their powers and duties, as the Board shall find to be required to manage the affairs of the Association.

5.2 President. The President shall be the chief executive officer of the Association; shall preside at all meetings of the Members and Governors, shall be ex-officio a member of all standing committees, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Board are carried into effect.  The President shall execute bonds, mortgages and other contracts or documents requiring the seal of the Association, except where such are permitted by law to be otherwise executed, and the power to execute is delegated by the Board of Governors to another officer or agent of the Association.

5.3 Vice-Presidents. The Vice-Presidents in the order of their seniority shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; and they shall perform such other duties as the Board of Governors shall prescribe.

5.4 Secretary.  The Secretary shall attend the meetings of the Board and membership meetings and shall record all votes and the minutes of all proceedings in a book or books to be kept for the purpose, and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Governors, and shall perform such other duties as may be prescribed by the Board or the President.  The Secretary shall keep in safe custody the seal of the Association and, when authorized by the Board, affix the same to any instrument requiring it. The Secretary shall be responsible for the proper recording of all duly adopted amendments to the Governing Documents.  Any of the foregoing duties may be performed by an Assistant Secretary, if any has been designated.

5.5 Treasurer. The Treasurer shall have responsibility for the collection, safe-keeping, and disbursement of funds and securities of the Association, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Governors, and prepare the budget for the Association. The Treasurer shall disburse the funds of the Association, making proper vouchers for such disbursements, and shall render to the President and Governors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Association.  Any of the foregoing duties may be performed by an Assistant Treasurer, if any has been designated.

6.1 Members: Qualification. The Architectural Review Committee, hereinafter the "ARC,"shall initially be composed of three (3) persons.  No member of the ARC shall be a Governor.  Whenever possible and practical, one of the committee members should be an architect, general contractor, or other person with professional expertise in building, landscaping, or architectural design.

6.2 Selection: Terms. The members of the ARC shall be appointed by the President and if approved by the Board of Governors shall serve terms of one year beginning at the organizational meeting which follows the annual meeting each year.  If a mid-term vacancy occurs for any reason, the President shall appoint a successor to fill the unexpired term.  Members of the ARC, once appointed, may be removed only by vote of a (2/3) two-thirds majority of the Board of Governors.

6.3 Compensation. If approved by the Board of Governors, any or all members of the ARC may be compensated for their services.

6.4 Meetings. The ARC shall meet at the call of the Chairman as necessary.  The ARC shall meet with the same formalities and notice requirements as required for Board meetings, unless otherwise permitted by law.  Written notice of meetings shall be provided to each Neighborhood Association at least one week in advance, and any Owner wishing to appear before the ARC may do so.

6.5 Procedures: Voting.  A majority of the members of the ARC present in person at any duly called meeting shall constitute a quorum.  All questions shall be decided by a majority of the entire committee.  Where a question involves proposed changes to a Living Unit owned by a member of the ARC, that member shall be disqualified from participation in the proceedings, and his place shall be taken by the then President of the Association.  If a proposed change is not approved, the reasons for disapproval shall be stated in writing.  Minutes of all meetings of the ARC shall be kept in a business-like manner, and shall be available at reasonable times for inspection or photocopying by any owner.  Copies of the plans and specifications for all approved changes and construction shall be kept for at least five years.

7.1 Depository. The Association shall maintain its accounts in federally insured accounts at financial institutions doing business in the State of Florida as may be designated from time to time by the Board.  Withdrawal of monies from such accounts shall be only by such persons as are authorized by the Board.  The Board may invest Association funds in interest-bearing accounts, money market funds, certificates of deposit, U.S. Government securities, and other similar investment vehicles, provided they are federally insured, or backed by the full faith and credit of the United States.

7.2 Budget.  The Board of Governors shall, at a November meeting each year, adopt a budget of general expenses for the next fiscal year. The budget must reflect the estimated revenues and  expenses for that year and the estimated surplus or deficit as of the end of the current year.  The budget must set out separately all fees or charges for recreational amenities, whether owned by the Association or another person.  The Association shall provide each member with a copy of the annual budget or a written notice that a copy of the budget is available upon request at no charge to the member. The proposed budget shall be detailed and shall show the amounts budgeted by accounts and expense classifications.

7.3 Reserves.  The Board may establish in the budget one or more reserve accounts for repairs, improvements, capital expenditures or deferred maintenance.  The purpose of the reserves is to provide financial stability and to avoid the need for special assessments.  The amounts proposed to be so reserved shall be shown in the proposed annual budgets each year.  These funds may be spent only for purposes for which they were reserved, unless another use is approved by unanimous consent of the entire Board.

7.4 Fidelity Bonds.  The Treasurer, and all other officers who are authorized to sign checks, and all Governors and employees of the Association handling or responsible for Association funds, shall be bonded in such amounts as determined by the Board of Governors.  The premiums on such bonds shall be paid by the Association.

7.5 Accounts and Accounting Procedures.  The financial and accounting records of the Association must be kept according to good accounting practices.  All financial and accounting records must be maintained for a period of at least seven (7) years.  The financial and accounting records must include:


7.6 Financial Reporting.  The Association shall prepare an annual financial report within sixty (60) days after the close of the fiscal year.  The Association shall, within ten (10) business days after the report is prepared, provide each member with a copy of the report, or a written notice that a copy of the financial report is available upon request at no charge to the member. The financial report must consist of either:




7.7 Audits.  A formal certified audit of the accounts of the Association, if required by law or by a majority of the Board of Governors, shall be made by an independent certified public accountant, and a copy of the audit report shall be available on request to each member.

7.8 Application of Payments and Commingling of Funds.  All monies collected by the Association may be commingled, for investment purposes only, in a single fund, or divided into two or more funds, as determined by the Board of Governors.  The books and records of the Association shall be kept in conformity to generally accepted accounting principles, and the audit and accounting guide for Common Interest Realty Associations of the American Institute of Certified Public Accountants. All payments on account by an Owner shall be applied as to interest, delinquencies, costs and attorney's fees, other charges, and annual or special assessments, in such manner and amounts as the Board of Governors may determine, or as may be required by law.

7.9 Fiscal Year.  The fiscal year for the Association shall begin.on the first day of January each year. The Board of Governors may change to a different fiscal year in accordance with the provisions and regulations from time to time prescribed in the Internal Revenue Code of the United States.

7.10 Payment of Assessments.  Annual assessments based on the adopted budget shall be payable annually (due on January 1 of each year or such other date as the Board of Governors may determine). Written notice of the annual assessment shall be sent to all owners at least thirty (30) days prior to the due date.  Failure to send or receive such notice shall not, however, excuse the obligation to pay.  By resolution, the Board may establish the place for payment, the method of payment, and a late payment fee.

7.11 Special Assessments.  Special assessments may be imposed by the Board of Governors whenever necessary to meet unbudgeted, emergency, or non-recurring expenses, or for such other purposes as are authorized by the Declaration of Covenants or these Bylaws. Special assessments are due on the day specified in the resolution of the Board approving such assessment. The notice of any special assessment must contain a statement of the purpose(s) of the assessment, and the funds collected must be spent for the stated purpose(s) or returned to the Members in a manner consistent with law.  The total of all special assessments payable by the Members generally shall not exceed $200 per Living Unit in any fiscal year unless approved in advance by a majority of the membership interests.

7.12 Proof of Payment.  Within fifteen (15) days after receipt of request from the Owner, mortgagee, or purchaser of a Living Unit, the Association shall furnish a written statement certifying that all assessments then due from any Living Unit have been paid, or indicating the amounts then due.  Anyone other than the Owner who relies upon such statement shall be protected thereby.

7.13 Suspension.  The Association shall not be required to transfer Memberships on its books or to allow the exercise of any rights or privileges of Membership on account thereof to any owner, or to any persons claiming under an owner, unless and until all assessments and charges to which said owner and his Living Unit is subject have been paid in full.

8.1 Proposal.  Amendments to these Bylaws may be proposed either by a resolution approved by a majority of the whole Board of Governors, or by a petition to the Board signed by the voting representatives of at least twenty-five percent (25%) of the voting interests of the Association.  Once so proposed, the amendments shall be submitted to a vote of the Members at a meeting no later than the next annual meeting for which notice can still properly be given.

8.2 Vote Required.  Except as otherwise provided by law, or by specific provision of the Governing Documents, these Bylaws may be amended by concurrence of at least two-thirds (2/3) of the voting interests present and voting at any annual or special meeting, provided that the text of any proposed amendment has been given to the Members with notice of the meeting.

8.3 Certificate: Recording.  A copy of each approved amendment shall be attached to a certificate reciting that the amendment was duly adopted, which certificate shall be executed by the President or Vice-President of the Association with the formalities of a deed.  The amendment shall be effective when the certificate and copy of the amendment are recorded in the Public Records of the County.  The certificate must identify the book and page of the Public Records where the Declaration of Covenants was originally recorded.

9.1 Gender Number. Whenever the masculine or singular form of the pronoun is used in these Bylaws, it shall be construed to mean the masculine, feminine or neuter; singular or plural, as the context requires.

9.2 Severability. Should any portion hereof be void or become unenforceable, the remaining provisions of the instrument shall remain in full force and effect.

9.3 Conflict.  If any irreconcilable conflict should exist, or hereafter arise, with respect to the interpretation of these Amended & Restated Bylaws, the Amended & Restated Declaration of Protective Covenants, or the Amended & Restated Articles of Incorporation of the Association, the provisions of the Amended & Restated Declaration of Covenants shall prevail over the provisions of the Amended & Restated Articles of Incorporation of the Association, as well as the Amended & Restated Bylaws, and provisions of the Amended & Restated Articles of Incorporation of the Association shall prevail over the provisions of the Amended & Restated Bylaws.