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AMENDED AND RESTATED BYLAWS
OF
TUXFORD HOMEOWNERS ASSOCIATION, INC.

Article II - Meetings of Members

  1. Annual Meetings. The regular annual membership meeting of the Members shall be held between January 1 and March 1 of each year with the date, hour, and place to be set by the Board of Directors. The regular annual election meeting of the members shall be held between October 1 and November 30 of each year with the date, hour, and place to be set by the Board of Directors.

  2. Special Meetings. Special meetings of the Members may be called for any purpose at any time by the President, the Secretary, or by request of any three (3) or more Board members, or upon written petition of twenty (20%) percent of the Mandatory Members. Any such written petition by the Mandatory Members must be submitted to the Association's Secretary. The Secretary shall then verify that the required number of Mandatory Members have joined in the petition and shall submit all proper petitions to the Association's President. The President shall then promptly call a special meeting for the purpose stated in the petition, and the Secretary shall send notice of the meeting in accordance with these Bylaws.

  3. Notice of Meetings. It shall be the duty of the Secretary to mail or deliver to each Member of record or to the Lots a notice of each annual or special meeting of the Association at least twenty-one (21) days prior to each annual meeting and at least seven (7) days prior to each special meeting. The notice shall state the purpose of any special meeting, as well as the time and place where it is to be held. The notice of an annual meeting shall state the time and place of the meeting. If any Member wishes notice to be given at an address other than his or her Lot, the Member shall designate such other address by written notice to the Secretary. The mailing or delivering of a meeting notice as provided in this Section shall constitute proper service of notice.

  4. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any Association meeting, either before or after such meeting. Attendance at a meeting by a Member, whether in person or represented by proxy, shall be deemed waiver by such Member of notice of the time, date, and place thereof unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at such meeting unless objection to lack of notice is raised before the business, of which proper notice was not given, is put to a vote.

  5. Quorum. Except as may be provided elsewhere, the presence, in person or by proxy at the beginning of the meeting, of Mandatory Members entitled to cast twenty (20%) percent of the eligible vote of the Association shall constitute a quorum. Once a quorum is established for a meeting, it shall conclusively be presumed to exist until the meeting is adjourned and shall not need to be reestablished. Mandatory Members whose voting rights have been suspended hereunder shall not be counted as eligible votes toward the quorum requirement.

  6. Adjournment. Any meeting of the Members may be adjourned for periods not exceeding ten (10) days by vote of the Mandatory Members holding the Majority of the votes represented at such meeting, regardless of whether a quorum is present. Any business that could be transacted properly at the original session of the meeting may be transacted at a reconvened session, and no additional notice of such reconvened session shall be required.

  7. Proxy. Any Mandatory Member entitled to vote may do so by written proxy duly executed by the Mandatory Member setting forth the meeting at which the proxy is valid. To be valid, a proxy must be signed, dated, and filed with the Secretary prior to the opening of the meeting for which it is to be used. Proxies may be delivered to the Board by personal delivery, U.S. mail or telefax transmission to any Board member or the property manager, if any. Proxies may be revoked only by written notice delivered to the Association, except that the presence in person by the proxy giver at a meeting for which the proxy is given shall automatically invalidate the proxy for that meeting. A proxy holder may not appoint a substitute proxy holder unless expressly authorized to do so in the proxy. No person may hold or vote more than two (2) proxies, except that the Board of Directors may cast any number of proxies.

  8. Action Taken Without a Meeting. In the Board's discretion, any action that may be taken by the Association Mandatory Members at any annual, regular, or special meeting may be taken without a meeting if the Board delivers a written consent form or written ballot to every Mandatory Member entitled to vote on the matter.

    1. Ballot. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

      All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. A written ballot may not be revoked. The Association shall maintain such ballots in its file for at least three (3) years.

  1. Written Consent. Approval by written consent shall be valid only when the number of written consents received equals or exceeds the requisite majority of the voting power for such action. Executed written consents shall be included in the minutes or filed with the Association's records. If an action of the Mandatory Members is approved by written consent hereunder, the Board shall issue written notice of such approval to all Mandatory Members who did not sign written consents. Membership approval shall be effective ten (10) days after written notice is issued; provided, however, if the consent is to an amendment to the Declaration which must be recorded, the effective date shall be no earlier than the date of recording of such amendment.

  1. Order of Business. At all meetings of the Association, Roberts Rules of Order (latest edition) shall govern when not in conflict with the Declaration, these Bylaws or the Articles of Incorporation.