Text Box: Special meetings of the Board Directors may be called by any member of the Board at any time be requesting the Secretary to give notice to all members of the association of the time, place, and purpose of such meeting giving at least seven (7) days notice after notifications and postings on the associations bulletin boards. Sec. 9 Waiver of Notice Waiver of Notice of any meeting required by these By-Laws may be waived by any director by any means of communication (such as telephone, telegram, electronic mail, writing or in person) made before or after any meeting has been held, provided the Secretary certify such waiver was so received; and such waiver may also be counted in the presence of such Director for the purpose of determining a quorum. Sec. 10 Action of the Board of Directors by Unanimous Consent In the event any proposed action is so obviously appropriate to a majority of the officers and that the Directors appear to be of one mind, such action can be approved without meeting by communicating with the Secretary who will make record of the event, the date and time of the call, the name of the Director and the nature of the approval. Article II Quorum Sec. 1 Quorum of Members A quorum of the Members at any General Meeting shall consist of those present in person (or by proxy) and representing the ownership of a minimum of fifty (50) lots. Sec. 2 Quorum of Directors A quorum of Directors shall consist of the President, Secretary and Treasurer (or their designated proxy) and any number beyond that adding up to any uneven number up to seven (7). Should the President be unavailable, a quorum will consist of at least five (5) members of the Board of Directors. Article III Voting Sec. 1 Who is Entitled to Vote Each lot owned shall be equally privileged with all other members in a voice and vote upon any proposition presented for decision or discussion at any regular or special meeting of members. Such vote shall be in person or by proxy, provided however, if by proxy, said proxy shall be delivered to the Secretary not less than five (5) days prior to such meeting. However, the voting rights of any property with any lien or be in the arrears two (2) years or more in the payment of any assessment, shall have his/her/their voting rights suspended and any voice in any RLPOA, Inc public forum, shall not receive the Rainy Laker newsletter or up-dates for the RLPOA, Inc. directory, until such time as all arrearages are brought current, at which time the referenced privileges shall be reinstated. Sec. 2 Lot Owned Definition Each lot owned shall be entitled to one vote at any General Meeting of the members. Any lot held in more than one name shall be considered one lot and entitled to one vote. Sec. 3 Owner members at the Annual Meeting by majority vote may alter, amend or approve changes to the By-Laws of the Corporation. Sec. 4 Transfer of Membership Upon transfer of membership of any lot or lots the membership of the transferor shall be extinguished and the transferee shall automatically become a member of the Corporation; provided however, that all debts due the Corporation for assessments or any other reason, including accumulated penalties, are paid in full. Upon transfer, assessments not paid in full are subject to immediate lien to correct the non-payment. Article IV Board of Directors Sec. 1 Number of Directors The Board of Directors shall consist of seven (7) members of the Corporation who shall serve until a successor to each is appointed or elected and is qualified as provided elsewhere in these By-Laws. Sec. 2 Installation of Directors The duly elected members of the Board of Directors shall take office immediately upon being declared elected at the Annual Meeting of the members; or upon appointment by the Board of Directors and acceptance by such appointee when a vacancy occurs between the Annual Meeting of the members. Sec. 3 It shall be the duty of the Board of Directors to conduct or have conducted an audit of the books of account once each fiscal year which should be completed on or before January 10th of each year. It shall also be the duty of the Board of Directors to carry out the provisions of the By-Laws of the Corporation as prescribed and as may be hereafter amended. The board of Directors is specifically charged with the duty to

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Rainy Lake Property Owners Association, Inc.

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