BY-LAWS

OF

PALMETTO PINES HOMEOWNERS ASSOCIATION

ARTICLE I - OFFICES

    The principal office of the corporation shall be in Palm Beach County, State of Florida.  The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - PURPOSES

    The purpose for which this corporation has been organized are as follows:

    The corporation does not contemplate pecuniary gain or profit direct or indirect to its members.  The purposes for which it is formed are:

    To promote the health, safety and welfare of the residents within the various sections to be platted as "Holiday City at Boca Raton" Subdivisions, and for this purpose to:

        1.  Own, acquire, operate and maintain street lights, recreation parks, waterways, canals, and the banks of said canals, including buildings, structures, water elevation control structures, and personal properties incident thereto hereinafter referred to as "the common properties and facilities";

        2.  Maintain unkempt lands or trees;

        3.  Fix assessments (or charge) to be levied against the properties;

        4.  Enforce any and all covenants, restrictions and agreements applicable to the properties;

        5.   Pay taxes, if any, on the common properties and facilities;

        6.  Insofar as permitted by law to do any other thing that in the opinion of the Board of Directors will promote the common benefit and enjoyment of the residents of the common properties.

ARTICLE III - MEMBERSHIP

    1.  QUALIFICATIONS FOR MEMBERSHIP.

        Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants of record to assessment be the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.

    2.  MEMBERSHIP MEETINGS.

        The annual membership meeting of the corporation shall be held on the third Monday of June, each year except that if such day be a legal holiday then in that event the director shall fix a day not more than two weeks from the date fixed by these by-laws.  The secretary shall cause to be mailed to every member in good standing at his address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting.

        Regular meetings of the corporation shall be held in accordance with the Articles of Incorporation of Palmetto Pines Homeowner's Association, Inc., a copy of which is appended to these Minutes.

        The presence of any membership meeting of not less than fifty percent (50%) plus one (1) of the membership shall constitute a quorum and shall be necessary to conduct the business of the corporation;  however, a lessor number may adjourn the meeting for a period of not more than 90 days from the date scheduled by the by-laws and the secretary shall cause a notice of the rescheduled date of the meeting to be sent to the membership.  A quorum as hereinbefore set forth shall be required at any adjourned meeting.

        A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting.  All persons appearing on such membership roll shall be entitled to vote at the meeting.

    3.  SPECIAL MEETINGS.

        Special meetings of the corporation may be called by the directors.  The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting.  Such notice shall state the date, time, place and purpose of the meeting and by whom called.

        No other business but that specified in the notice may be transacted at such special meeting without the consent of a majority of those present at such meeting.

    4.  FIXING RECORD DATE.

        For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members.  Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action.

    5.  ACTION BY MEMBERS WITHOUT A MEETING.

        Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

    6.  PROXIES.

        Every member entitled to vote at a meeting or members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

        Every proxy must be signed by the member or his attorney in fact.  No proxy shall be valid in excess of 90 days from the date of the meeting for which it was presented.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

    7.  ORDER OF BUSINESS.

        The order of business at all members' meetings shall be as follows:

            1.  Call to order

            2.  Certification of Quorum

            3.  Approval of minutes of previous meeting

            4.  Nominations for memberships to Board of Directors (if applicable)

            5.  Vote for members of Board of Directors (if applicable)

            6.  Officers reports

            7.  Manager's report

            8.  Attorney's report

            9.  Committee reports

            10.  Old business

            11.  New business

            12.  Adjournment

    8.  MEMBERSHIP DUES

        Membership dues shall be determined as set forth in the Declaration of Restrictions for Hovsons of Florida, Inc., and the Articles of Incorporation, copies of which are appended to these Minutes.

ARTICLE IV - DIRECTORS

    1.  MANAGEMENT OF THE CORPORATION,

        The corporation shall be managed by the board of directors which shall consist of not less than three directors.  Each director shall be at least nineteen years of age.

    2.  ELECTION AND TERM OF DIRECTORS.

        At each annual meeting of members the membership shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.

    3.  INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

        The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors.  No decrease in number of directors shall shorten the term of any incumbent director.

    4.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

        Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled  by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

    5.  REMOVAL OF DIRECTORS.

        Removal of any member of the Board of Directors shall be pursuant to Section 617.0808, of the Florida Not-for-Profit Corporations Act, as amended from time to time.  To-wit:

            1.  Any member of the board of directors shall be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership.

            2.  The notice of a meeting of the members to recall a member or members of the board of directors shall state the specific directors sought to be removed.

            3.  A proposed removal of a director at a meeting shall require a separate vote for each board member sought to be removed.  Where removal is sought by written agreement, a separate agreement is required for each board member to be removed.

            4.  If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

            5.  Any director who is removed from the board shall not be eligible to stand for reelection until the next annual meeting of the members.

            6.  Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his possession.

            7.  If a director who is removed shall not relinquish his office or turn over records as required under this section, the circuit court in the county where the corporation's principal office is located may summarily order the director to relinquish his office and turn over corporate records upon application of any member.

    6.  RESIGNATION.

        A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

    7.  QUORUM OF DIRECTORS.

        Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

    8.  ACTION OF THE BOARD.

        Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board.  Each director present shall have one vote.

    9.  PLACE AND TIME OF BOARD MEETINGS.

        The board may hold its meetings at the office of the corporation ar at such other places, either within or without the state, as it may from time to time determine.

    10.  REGULAR ANNUAL MEETING.

        A regular annual meeting of the board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.

    11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

        Regular meetings of the Board shall be held with a minimum of 48 hours notice at such time and place as it shall from time to time be determined.  Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three day's notice to each director either personally or by mail or by wire;  special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.  Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

        A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

 12.  CHAIRMAN.

        At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

 13.  EXECUTIVE AND OTHER COMMITTEES.

        The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors.  Each such committee shall serve at the pleasure of the board.

ARTICLE V - OFFICERS

    1.  OFFICES, ELECTION, TERM.

        Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.  All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of members.  Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

    2.  REMOVAL, RESIGNATION, SALARY.

        Any officer elected or appointed by the board may be removed by the board with or without cause.  In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.  Any two or more offices may be held by the same person, except the offices of president and secretary.  The salaries of all officers shall be fixed by the board.

    3.  PRESIDENT.

        The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and of the board; he shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.

    4.  VICE-PRESIDENTS.

        During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president.  Each vice-president shall perform such other duties as the board shall prescribe.

    5.  TREASURER.

        The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; he shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors and shall be countersigned by the president; he shall at all reasonable times exhibit his books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours.  At the end of each corporate year, he shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the members, at which time he shall also present an annual report setting forth in full the financial conditions of the corporation.

    6.  ASSISTANT-TREASURER.

        During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

    7.  SECRETARY.

        The secretary shall keep the minutes of the board of directors and also the minutes of the members.  He shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors.  He shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office.  He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

    8.  ASSISTANT-SECRETARIES.

        During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

    9.  SURETIES AND BONDS.

        In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE VI - SEAL

    The seal of the corporation shall be as follows:

ARTICLE VII - CONSTRUCTION

    If there may be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE VIII - AMENDMENTS

    The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors.  By-laws may also be adopted, amended or repealed by the board of directors but any by-law adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.

    If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

                                                            Jack Knight, Vice President

STATE OF FLORIDA

COUNTY OF PALM BEACH

    BEFORE ME, the undersigned authority, personally appeared Jack Knight, who is personally known to me or provided (blank) as identification, and who is know to me to be Vice President of Palmetto Pines Homeowners Association, and who acknowledged before me that he did, as such, execute the foregoing compilation of the original By-laws of Palmetto Pines Homeowners Association, and Amendments thereto and that the same were executed for the purposes therein expressed.  He did (did not) take on oath.

    IN WITNESS WHEREOF, I have hereunto set my hand and seal in the County and State last aforesaid this 15th day of August, 1996.

                                                            Joan T. Robinson

                                                            Notary Public   

Last modified: June 13, 2001

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